UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2019
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001-32269
 
EXTRA SPACE STORAGE INC.
(Exact name of registrant as specified in its charter)
 
Maryland 20-1076777
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)


2795 East Cottonwood Parkway, Suite 300
Salt Lake City, Utah84121
(Address of principal executive offices)


Registrant’s telephone number, including area code: (801) (801365-4600


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
Title of each classTrading symbolName of each exchange on which registered
   
Common Stock, $0.01 par valueEXRNew York Stock Exchange


 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer x  Accelerated filer o
Non-accelerated filer 
o
  Smaller reporting company o
    Emerging growth company o






If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x


The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of AprilOctober 30, 2019, was 127,453,654.

129,510,514.

EXTRA SPACE STORAGE INC.


TABLE OF CONTENTS
 
  
  






STATEMENT ON FORWARD-LOOKING INFORMATION


Certain information presented in this report contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates” or “intends"“intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.


All forward-looking statements, including without limitation, management’s examination of historical operating trends and estimates of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.


There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in “Part II. Item 1A. Risk Factors” below and in “Part I. Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. Such factors include, but are not limited to:
 
adverse changes in general economic conditions, the real estate industry and the markets in which we operate;
failure to close pending acquisitions and developments on expected terms, or at all;
the effect of competition from new and existing stores or other storage alternatives, which could cause rents and occupancy rates to decline;
potential liability for uninsured losses and environmental contamination;
the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing real estate investment trusts (“REITs”), tenant reinsurance and other aspects of our business, which could adversely affect our results;
disruptions in credit and financial markets and resulting difficulties in raising capital or obtaining credit at reasonable rates or at all, which could impede our ability to grow;
increased interest rates;
reductions in asset valuations and related impairment charges;
our lack of sole decision-making authority with respect to our joint venture investments;
the effect of recent or future changes to U.S. tax laws;
the failure to maintain our REIT status for U.S. federal income tax purposes; and
economic uncertainty due to the impact of natural disasters, war or terrorism, which could adversely affect our business plan.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our securities.


We disclaim any duty or obligation to update or revise any forward-looking statements set forth in this report to reflect new information, future events or otherwise.




PART I.     FINANCIAL INFORMATION


ITEM 1.FINANCIAL STATEMENTS


Extra Space Storage Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands, except share data)
 
March 31, 2019 December 31, 2018September 30, 2019 December 31, 2018
(Unaudited)  (Unaudited)  
Assets:      
Real estate assets, net$7,688,617
 $7,491,831
$7,665,567
 $7,491,831
Real estate assets - operating lease right-of-use assets94,198
 
269,318
 
Investments in unconsolidated real estate ventures161,029
 125,326
175,442
 125,326
Cash and cash equivalents38,988
 57,496
62,277
 57,496
Restricted cash7,840
 15,194
4,438
 15,194
Other assets, net141,842
 158,131
141,388
 158,131
Total assets$8,132,514
 $7,847,978
$8,318,430
 $7,847,978
Liabilities, Noncontrolling Interests and Equity:      
Notes payable, net$4,101,958
 $4,137,213
$4,085,295
 $4,137,213
Exchangeable senior notes, net564,136
 562,374
567,705
 562,374
Notes payable to trusts
 30,928

 30,928
Revolving lines of credit335,000
 81,000
159,000
 81,000
Operating lease liabilities103,578
 
279,049
 
Cash distributions in unconsolidated real estate ventures44,570
 45,197
45,143
 45,197
Accounts payable and accrued expenses99,302
 101,461
122,658
 101,461
Other liabilities110,158
 104,383
151,591
 104,383
Total liabilities5,358,702
 5,062,556
5,410,441
 5,062,556
Commitments and contingencies
 

 

Noncontrolling Interests and Equity:      
Extra Space Storage Inc. stockholders' equity:      
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding
 

 
Common stock, $0.01 par value, 500,000,000 shares authorized, 127,392,050 and 127,103,750 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively1,274
 1,271
Common stock, $0.01 par value, 500,000,000 shares authorized, 129,410,093 and 127,103,750 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively1,294
 1,271
Additional paid-in capital2,648,723
 2,640,705
2,861,611
 2,640,705
Accumulated other comprehensive income11,807
 34,650
Accumulated other comprehensive income (loss)(43,439) 34,650
Accumulated deficit(277,655) (262,902)(296,752) (262,902)
Total Extra Space Storage Inc. stockholders' equity2,384,149
 2,413,724
2,522,714
 2,413,724
Noncontrolling interest represented by Preferred Operating Partnership units, net176,264
 153,096
175,918
 153,096
Noncontrolling interests in Operating Partnership, net and other noncontrolling interests213,399
 218,602
209,357
 218,602
Total noncontrolling interests and equity2,773,812
 2,785,422
2,907,989
 2,785,422
Total liabilities, noncontrolling interests and equity$8,132,514
 $7,847,978
$8,318,430
 $7,847,978


See accompanying notes to unaudited condensed consolidated financial statements.




Extra Space Storage Inc.
Condensed Consolidated Statements of Operations
(amounts in thousands, except share data)
(unaudited)
For the Three Months Ended March 31,For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 20182019 2018 2019 2018
Revenues:          
Property rental$271,003
 $247,886
$290,917
 $266,728
 $841,504
 $772,742
Tenant reinsurance29,797
 27,034
33,588
 30,105
 95,086
 85,660
Management fees and other income10,746
 10,565
13,000
 10,120
 36,063
 30,849
Total revenues311,546
 285,485
337,505
 306,953
 972,653
 889,251
Expenses:          
Property operations78,765
 72,753
88,653
 73,652
 248,288
 219,488
Tenant reinsurance6,967
 5,607
7,644
 7,720
 21,593
 18,798
General and administrative22,678
 21,464
22,519
 19,707
 68,548
 62,822
Depreciation and amortization54,659
 51,749
56,051
 52,283
 165,116
 155,924
Total expenses163,069
 151,573
174,867
 153,362
 503,545
 457,032
Gain on real estate transactions
 30,807
 1,205
 30,807
Income from operations148,477
 133,912
162,638
 184,398
 470,313
 463,026
Interest expense(47,360) (40,966)(46,908) (45,926) (141,716) (130,239)
Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes(1,162) (1,209)(1,186) (1,140) (3,533) (3,525)
Interest income1,388
 1,438
2,799
 1,371
 5,905
 3,997
Income before equity in earnings of unconsolidated real estate ventures and income tax expense101,343
 93,175
117,343
 138,703
 330,969
 333,259
Equity in earnings of unconsolidated real estate ventures2,630
 3,597
2,704
 3,622
 8,455
 10,648
Income tax expense(1,813) (1,342)(4,052) (2,638) (8,580) (6,077)
Net income102,160
 95,430
115,995
 139,687
 330,844
 337,830
Net income allocated to Preferred Operating Partnership noncontrolling interests(3,163) (3,390)(3,088) (3,723) (9,379) (10,605)
Net income allocated to Operating Partnership and other noncontrolling interests(4,227) (3,784)(4,820) (5,546) (13,780) (13,398)
Net income attributable to common stockholders$94,770
 $88,256
$108,087
 $130,418
 $307,685
 $313,827
Earnings per common share          
Basic$0.74
 $0.70
$0.84
 $1.03
 $2.40
 $2.49
Diluted$0.74
 $0.70
$0.83
 $1.02
 $2.37
 $2.48
Weighted average number of shares          
Basic127,037,247
 125,772,439
128,776,549
 126,466,837
 127,830,272
 125,959,926
Diluted134,289,716
 132,682,560
137,318,475
 134,240,290
 136,164,299
 133,015,690
Cash dividends paid per common share$0.86
 $0.78
$0.90
 $0.86
 $2.66
 $2.50


See accompanying notes to unaudited condensed consolidated financial statements.




Extra Space Storage Inc.
Condensed Consolidated Statements of Comprehensive Income
(amounts in thousands)
(unaudited)
For the Three Months Ended March 31,For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 20182019 2018 2019 2018
Net income$102,160
 $95,430
$115,995
 $139,687
 $330,844
 $337,830
Other comprehensive income/(loss):   
Other comprehensive income (loss):       
Change in fair value of interest rate swaps(23,993) 23,063
(16,762) 5,716
 (82,057) 36,812
Total comprehensive income78,167
 118,493
99,233
 145,403
 248,787
 374,642
Less: comprehensive income attributable to noncontrolling interests6,240
 8,256
7,109
 9,553
 19,191
 25,743
Comprehensive income attributable to common stockholders$71,927
 $110,237
$92,124
 $135,850
 $229,596
 $348,899




See accompanying notes to unaudited condensed consolidated financial statements.


Extra Space Storage Inc.
Condensed Consolidated Statement of Noncontrolling Interests and Equity
(amounts in thousands, except share data)
(unaudited)



Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  
Preferred Operating Partnership                                  
Series A Series B Series C Series D Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity Preferred Operating Partnership Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity
Balances at December 31, 2017$14,940
 $41,902
 $10,730
 $92,064
 $213,301
 $119
 126,007,091
 $1,260
 $2,569,485
 $33,290
 $(253,284) $2,723,807
 $159,636
 $213,301
 $119
 126,007,091
 $1,260
 $2,569,485
 $33,290
 $(253,284) $2,723,807
Issuance of common stock upon the exercise of options
 
 
 
 
 
 31,525
 
 799
 
 
 799
 
 
 
 31,525
 
 799
 
 
 799
Restricted stock grants issued
 
 
 
 
 
 31,136
 
 
 
 
 
 
 
 
 31,136
 
 
 
 
 
Restricted stock grants cancelled
 
 
 
 
 
 (770) 
 
 
 
 
 
 
 
 (770) 
 
 
 
 
Compensation expense related to stock-based awards
 
 
 
 
 
 
 
 2,726
 
 
 2,726
 
 
 
 
 
 2,726
 
 
 2,726
Repayment of receivable for preferred operating units pledged as collateral on loan
 
 495
 
 
 
 
 
 
 
 
 495
 495
 
 
 
 
 
 
 
 495
Redemption of Operating Partnership units for cash
 
 
 
 (1,126) 
 
 
 (1,432) 
 
 (2,558) 
 (1,126) 
 
 
 (1,432) 
 
 (2,558)
Noncontrolling interest in consolidated joint venture
 
 
 
 
 120
 
 
 
 
 
 120
 
 
 122
 
 
 
 
 
 122
Repurchase of equity portion of 2013 exchangeable senior notes
 
 
 
 
 
 
 
 (21,000) 
 
 (21,000) 
 
 
 
 
 (21,000) 
 
 (21,000)
Net income1,156
 629
 676
 929
 3,784
 
 
 
 
 
 88,256
 95,430
 3,390
 3,784
 
 
 
 
 
 88,256
 95,430
Other comprehensive income144
 
 
 
 938
 
 
 
 
 21,981
 
 23,063
 144
 938
 
 
 
 
 21,981
 
 23,063
Distributions to Operating Partnership units held by noncontrolling interests(1,254) (629) (676) (929) (4,421) 
 
 
 
 
 
 (7,909) (3,488) (4,421) 
 
 
 
 
 
 (7,909)
Dividends paid on common stock at $0.78 per share
 
 
 
 
 
 
 
 
 
 (98,327) (98,327) 
 
 
 
 
 
 
 (98,327) (98,327)
Balances at March 31, 2018$14,986
 $41,902
 $11,225
 $92,064
 $212,476
 $239
 126,068,982
 $1,260
 $2,550,578
 $55,271
 $(263,355) $2,716,646
 $160,177
 $212,476
 $241
 126,068,982
 $1,260
 $2,550,578
 $55,271
 $(263,355) $2,716,648
Issuance of common stock upon the exercise of options 
 
 
 23,050
 1
 370
 
 
 371
Restricted stock grants issued 
 
 
 50,334
 
 
 
 
 
Restricted stock grants cancelled 
 
 
 (6,311) 
 
 
 
 
Compensation expense related to stock-based awards 
 
 
 
 
 3,116
 
 
 3,116
Issuance of Operating Partnership units in conjunction with acquisitions 
 1,877
 
 
 
 
 
 
 1,877
Redemption of Operating Partnership units for stock 
 (383) 
 10,000
 
 383
 
 
 
Net income 3,492
 4,068
 
 
 
 
 
 95,153
 102,713
Other comprehensive income 50
 324
 
 
 
 
 7,659
 
 8,033
Distributions to Operating Partnership units held by noncontrolling interests (3,615) (4,853) 
 
 
 
 
 
 (8,468)
Dividends paid on common stock at $0.86 per share 
 
 
 
 
 
 
 (108,486) (108,486)
Balances at June 30, 2018 $160,104
 $213,509
 $241
 126,146,055
 $1,261
 $2,554,447
 $62,930
 $(276,688) $2,715,804









Extra Space Storage Inc.
Condensed Consolidated Statement of Noncontrolling Interests and Equity
(amounts in thousands, except share data)
(unaudited)


Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  
Preferred Operating Partnership                                  
Series A Series B Series C Series D Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity Preferred Operating Partnership Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity
Balances at December 31, 2018$14,756
 $41,902
 $4,374
 $92,064
 $218,362
 $240
 127,103,750
 $1,271
 $2,640,705
 $34,650
 $(262,902) $2,785,422
Issuance of common stock upon the exercise of options
 
 
 
 
 
 169,021
 3
 1,754
 
 
 1,757
Restricted stock grants issued
 
 
 
 
 
 35,022
 
 
 
 
 
 
 
 
 2,794
 
 
 
 
 
Restricted stock grants cancelled
 
 
 
 
 
 (1,244) 
 
 
 
 
 
 
 
 (2,298) 
 
 
 
 
Issuance of common stock, net of offering costs 
 
 
 343,251
 3
 33,777
 
 
 33,780
Compensation expense related to stock-based awards
 
 
 
 
 
 
 
 2,954
 
 
 2,954
 
 
 
 
 
 2,613
 
 
 2,613
Redemption of Operating Partnership units for stock
 
 
 
 (3,310) 
 85,501
 
 3,310
 
 
 
 
 (572) 
 15,000
 
 572
 
 
 
Issuance of Preferred D Units in the Operating Partnership in conjunction with acquisitions
 
 
 23,447
 
 
 
 
 
 
 
 23,447
Repurchase of equity portion of 2013 exchangeable senior notes 
 
 
 
 
 (10,251) 
 
 (10,251)
Net income (loss)1,194
 629
 308
 1,033
 4,235
 (9) 
 
 
 
 94,770
 102,160
 3,723
 5,547
 (1) 
 
 
 
 130,418
 139,687
Other comprehensive income (loss)(147) 
 
 
 (1,003) 
 
 
 
 (22,843) 
 (23,993)
Other comprehensive income 39
 245
 
 
 
 
 5,432
 
 5,716
Distributions to Operating Partnership units held by noncontrolling interests(1,326) (629) (308) (1,033) (5,116) 
 
 
 
 
 
 (8,412) (3,616) (4,844) 
 
 
 
 
 
 (8,460)
Dividends paid on common stock at $0.86 per share
 
 
 
 
 
 
 
 
 
 (109,523) (109,523)   
 
 
 
 
 
 (108,795) (108,795)
Balances at March 31, 2019$14,477
 $41,902
 $4,374
 $115,511
 $213,168
 $231
 127,392,050
 $1,274
 $2,648,723
 $11,807
 $(277,655) $2,773,812
Balances at September 30, 2018 $160,250
 $213,885
 $240
 126,504,802
 $1,264
 $2,581,158
 $68,362
 $(255,065) $2,770,094





Extra Space Storage Inc.
Condensed Consolidated Statement of Noncontrolling Interests and Equity
(amounts in thousands, except share data)
(unaudited)



 Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  
                  
 Preferred Operating Partnership Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity
Balances at December 31, 2018$153,096
 $218,362
 $240
 127,103,750
 $1,271
 $2,640,705
 $34,650
 $(262,902) $2,785,422
Issuance of common stock upon the exercise of options
 
 
 169,021
 3
 1,754
 
 
 1,757
Restricted stock grants issued
 
 
 35,022
 
 
 
 
 
Restricted stock grants cancelled
 
 
 (1,244) 
 
 
 
 
Compensation expense related to stock-based awards
 
 
 
 
 2,954
 
 
 2,954
Redemption of Operating Partnership units for stock
 (3,310) 
 85,501
 
 3,310
 
 
 
Issuance of Preferred D Units in the Operating Partnership in conjunction with acquisitions23,447
 
 
 
 
 
 
 
 23,447
Net income (loss)3,164
 4,235
 (9) 
 
 
 
 94,770
 102,160
Other comprehensive loss(147) (1,003) 
 
 
 
 (22,843) 
 (23,993)
Distributions to Operating Partnership units held by noncontrolling interests(3,296) (5,116) 
 
 
 
 
 
 (8,412)
Dividends paid on common stock at $0.86 per share
 
 
 
 
 
 
 (109,523) (109,523)
Balances at March 31, 2019$176,264
 $213,168
 $231
 127,392,050
 $1,274
 $2,648,723
 $11,807
 $(277,655) $2,773,812
Issuance of common stock upon the exercise of options
 
 
 17,042
 
 468
 
 
 468
Restricted stock grants issued
 
 
 53,789
 2
 
 
 
 2
Restricted stock grants cancelled
 
 
 (4,786) 
 
 
 
 
Issuance of common stock, net of offering costs
 
 
 930,000
 9
 98,787
 
 
 98,796
Compensation expense related to stock-based awards
 
 
 
 
 3,998
 
 
 3,998
Redemption of Operating Partnership units for stock
 (4,823) 
 125,000
 
 4,823
 
 
 
Issuance of Preferred D Units in the Operating Partnership in conjunction with acquisitions4,575
 
 
 
 
 
 
 
 4,575
Noncontrolling interest in consolidated joint venture
 
 50
 
 
 
 
 
 50
Conversion of Preferred C Units in the Operating Partnership for Common Operating Partnership Units(4,374) 4,374
 
 
 
 
 
 
 
Net income (loss)3,129
 4,754
 (22) 
 
 
 
 104,828
 112,689
Other comprehensive loss(254) (1,765) 
 
 
 
 (39,283)   (41,302)
Distributions to Operating Partnership units held by noncontrolling interests(3,232) (5,473) 
 
 
 
 
 
 (8,705)
Dividends paid on common stock at $0.90 per share
 
 
 
 
 
 
 (115,572) (115,572)
Balances at June 30, 2019$176,108
 $210,235
 $259
 128,513,095
 $1,285
 $2,756,799
 $(27,476) $(288,399) $2,828,811
Extra Space Storage Inc.
Condensed Consolidated Statement of Noncontrolling Interests and Equity
(amounts in thousands, except share data)
(unaudited)


 Noncontrolling Interests Extra Space Storage Inc. Stockholders' Equity  
                  
 Preferred Operating Partnership Operating Partnership Other Shares Par Value Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Noncontrolling Interests and Equity
Issuance of common stock upon the exercise of options
 
 
 14,850
 
 605
 
 
 605
Restricted stock grants issued
 
 
 5,099
 
 
 
 
 
Restricted stock grants cancelled
 
 
 (1,269) 
 
 
 
 
Issuance of common stock, net of offering costs
 
 
 849,200
 9
 100,047
 
 
 100,056
Compensation expense related to stock-based awards
 
 
 
 
 3,035
 
 
 3,035
Repayment of receivable for preferred operating units pledged as collateral on loan
 1,211
 
 
 
 
 
 
 1,211
Redemption of Operating Partnership units for stock
 (1,125) 
 29,118
 
 1,125
 
 
 
Noncontrolling interest in consolidated joint venture
 
 96
 
 
 
 
 
 96
Net income (loss)3,089
 4,828
 (9) 
 
 
 
 108,087
 115,995
Other comprehensive loss(101) (698) 
 
 
 
 (15,963) 
 (16,762)
Distributions to Operating Partnership units held by noncontrolling interests(3,178) (5,440) 
 
 
 
 
 
 (8,618)
Dividends paid on common stock at $0.90 per share
 
 
 
 
 
 
 (116,440) (116,440)
Balances at September 30, 2019$175,918
 $209,011
 $346
 129,410,093
 $1,294
 $2,861,611
 $(43,439) $(296,752) $2,907,989

See accompanying notes to unaudited condensed consolidated financial statements.

9






Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited) 


For the Three Months Ended March 31,For the Nine Months Ended September 30,
2019 20182019 2018
Cash flows from operating activities:      
Net income$102,160
 $95,430
$330,844
 $337,830
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization54,659
 51,749
165,116
 155,924
Amortization of deferred financing costs3,034
 3,021
8,912
 9,230
Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes1,162
 1,209
3,533
 3,525
Compensation expense related to stock-based awards2,954
 2,726
9,987
 8,455
Gain on real estate transactions(1,205) (30,807)
Distributions from unconsolidated real estate ventures in excess of earnings1,732
 1,501
4,752
 5,235
Changes in operating assets and liabilities:      
Other assets(305) (737)(11,153) (639)
Accounts payable and accrued expenses6,418
 10,434
29,310
 27,677
Other liabilities(2,475) 6,275
4,370
 12,597
Net cash provided by operating activities169,339
 171,608
544,466
 529,027
Cash flows from investing activities:      
Acquisition of real estate assets(212,552) (76,122)(287,114) (327,011)
Development and redevelopment of real estate assets(15,846) (11,106)(34,413) (45,376)
Proceeds from sale of real estate assets, investments in real estate ventures and other assets
 753
11,254
 51,889
Investment in unconsolidated real estate ventures(17,395) (438)(33,661) (52,806)
Return of investment in unconsolidated real estate ventures
 47,944
3,982
 47,964
Issuance of notes receivable(162,677) (13,889)
Principal payments received from notes receivable
 9,172
151,211
 25,226
Purchase of equipment and fixtures(1,182) (1,131)(4,959) (3,026)
Net cash used in investing activities(246,975) (30,928)(356,377) (317,029)
Cash flows from financing activities:      
Proceeds from the sale of common stock, net of offering costs198,852
 33,780
Proceeds from notes payable and revolving lines of credit424,000
 162,000
1,508,000
 973,386
Principal payments on notes payable and revolving lines of credit(225,020) (168,204)(1,503,686) (787,939)
Principal payments on notes payable to trusts(30,928) 
(30,928) (21,650)
Deferred financing costs(100) (117)(2,008) (7,055)
Repurchase of exchangeable senior notes
 (58,464)
 (80,270)
Net proceeds from exercise of stock options1,757
 799
2,830
 1,170
Redemption of Operating Partnership units held by noncontrolling interests
 (2,558)
 (2,558)
Contributions from noncontrolling interests
 120
146
 122
Dividends paid on common stock(109,523) (98,327)(341,535) (315,608)
Distributions to noncontrolling interests(8,412) (7,909)(25,735) (24,837)
Net cash provided by (used in) financing activities51,774
 (172,660)
Net cash used in financing activities(194,064) (231,459)
Net decrease in cash, cash equivalents, and restricted cash(25,862) (31,980)(5,975) (19,461)
Cash, cash equivalents, and restricted cash, beginning of the period72,690
 86,044
72,690
 86,044
Cash, cash equivalents, and restricted cash, end of the period$46,828
 $54,064
$66,715
 $66,583
10






Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited) 


For the Three Months Ended March 31,For the Nine Months Ended September 30,
2019 20182019 2018
Supplemental schedule of cash flow information      
Interest paid$45,165
 $37,007
$136,563
 $117,627
Income taxes paid (received)(177) 492
Income taxes paid6,197
 803
Supplemental schedule of noncash investing and financing activities:      
Redemption of Operating Partnership units held by noncontrolling interests for common stock      
Noncontrolling interests in Operating Partnership$(3,310) $
$(9,258) $(955)
Common stock and paid-in capital3,310
 
9,258
 955
Establishment of operating lease right-of-use assets and lease liabilities   
Establishment of operating lease right of use assets and lease liabilities   
Real estate assets - operating lease right-of-use assets$95,506
 $
$277,430
 $
Operating lease liabilities(104,863) 
(286,787) 
Accounts payable and accrued expenses9,357
 
9,357
 
Acquisitions of real estate assets

 



 

Real estate assets, net$19,937
 $489
$19,937
 $88,842
Value of Operating Partnership units issued
 (1,877)
Notes payable assumed(17,157) 
(17,157) (87,500)
Investment in unconsolidated real estate ventures(2,780) (489)(2,780) 535
Accrued construction costs and capital expenditures

 


 
Acquisition of real estate assets$780
 $526
$1,292
 $275
Development and redevelopment of real estate assets
 1,381
Accounts payable and accrued expenses(780) (1,907)(1,292) (275)
Contribution of Preferred OP Units to unconsolidated real estate venture

 



 

Investments in unconsolidated real estate ventures$23,447
 $
$(28,022) $
Value of Preferred Operating Partnership units issued(23,447) 
28,022
 
Conversion of Preferred OP Units to common OP Units   
Preferred OP Units$4,374
 $
Common OP Units(4,374) 


See accompanying notes to unaudited condensed consolidated financial statements.



11



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Amounts in thousands, except store and share data, unless otherwise stated






 
1.ORGANIZATION
Extra Space Storage Inc. (the “Company”) is a fully integrated, self-administered and self-managed real estate investment trust (“REIT”), formed as a Maryland corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop professionally managed self-storage properties ("stores") located throughout the United States. The Company was formed to continue the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. The Company’s interest in its stores is held through its operating partnership, Extra Space Storage LP (the “Operating Partnership”), which was formed on May 5, 2004. The Company’s primary assets are general partner and limited partner interests in the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.


The Company invests in stores by acquiring wholly-owned stores or by acquiring an equity interest in real estate entities. At March 31,September 30, 2019, the Company had direct and indirect equity interests in 1,1191,167 stores. In addition, the Company managed 577630 stores for third parties, bringing the total number of stores which it owns and/or manages to 1,696.1,797. These stores are located in 40 states, Washington, D.C. and Puerto Rico. The Company also offers tenant reinsurance at its owned and managed stores that insures the value of goods in the storage units.
2.BASIS OF PRESENTATION


The accompanying unaudited condensed consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended March 31,September 30, 2019 are not necessarily indicative of results that may be expected for the year ending December 31, 2019. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission.


Recently Issued Accounting Standards


In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, “Leases (Topic 842),” which modifies the accounting for leases, intending to increase transparency and comparability of organizations by requiring balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. ASU 2016-02 requires entities to recognize a liability for their lease obligations and a corresponding asset representing the right to use the underlying asset over the lease term. Lease obligations are measured at their present value and accounted for using the effective interest method. The accounting for the leased asset differs slightly depending on whether the agreement is deemed to be a financing or operating lease. For financing leases, the leased asset is depreciated on a straight-line basis and is recorded separately from the interest expense in the statements of operations, resulting in higher expense in the earlier part of the lease term. For operating leases, the depreciation and interest expense components are combined, recognized evenly over the term of the lease, and presented as a reduction to operating income. ASU 2016-02 requires that assets and liabilities be presented or disclosed separately, and requires additional disclosure of certain qualitative and quantitative information related to these lease agreements. ASU 2016-02 isbecame effective for annual and interim periods beginning after December 15, 2018. The Company adopted the standard using the modified retrospective approach as of January 1, 2019. The Company elected the package of practical expedients upon adoption, which allows for the application of the standard solely to the transition period in 2019 but does not require application to prior fiscal comparative periods presented. The Company also elected the practical expedient provided in a subsequent amendment to the standard that removed the requirement to separate lease and nonlease components. The Company did not record a significant cumulative catch-up adjustment to retained earnings upon adoption of ASU 2016-02. The primary impact was related to the Company's 21 operating ground leases and two2 corporate facility leases under which it servesserved as lessee.lessee at the time of adoption. The Company recognized lease liabilities of $104,863 and right-of-use assets related to operating leases totaling $95,506 as of the adoption date. Refer to Notefootnote 13 for further discussion of the Company's leases.



12



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract." ASU 2018-15 amends the accounting for implementation costs incurred in a hosting arrangement that is a service contract, and aligns them with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 also requires that entities amortize the capitalized implementation costs over the term of the hosting arrangement. ASU 2018-15 is effective for annual periods beginning after December 15, 2020, with early adoption permitted, including early adoption in any interim period. The Company adopted this standard on a prospective basis as of October 1, 2018. The adoption of this standard did not have a material impact on the Company's financial statements.


In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 changes how entities measure credit losses for most financial assets. This standard requires an entity to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The Company is evaluating the impact this new standard will have on its consolidated financial statements.

In November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," which clarified that receivables arising from operating leases are within the scope of the leasing standard (ASU 2016-02)., and not within the scope of ASU 2016-13. This new standard will be effective for the Company on January 1, 2020. The Company is evaluating the impact this new standard will have and does not expect this new standard to have a material impact on itsthe Company's consolidated financial statements.

3.FAIR VALUE DISCLOSURES


Derivative Financial Instruments
Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves.


The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.


Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31,September 30, 2019, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.



13



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31,September 30, 2019, aggregated by the level in the fair value hierarchy within which those measurements fall. 
  Fair Value Measurements at Reporting Date Using
Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
Other assets - cash flow hedge swap agreements $
 $25,908
 $
Other liabilities - cash flow hedge swap agreements $
 $9,307
 $
  Fair Value Measurements at Reporting Date Using
Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
Other assets - Cash flow hedge swap agreements $
 $3,141
 $
Other liabilities - Cash flow hedge swap agreements $
 $43,880
 $


The Company did not have any significant assets or liabilities that are re-measured on a recurring basis using significant unobservable inputs as of March 31,September 30, 2019 or December 31, 2018.


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Long-lived assets held for use are evaluated for impairment when events or circumstances indicate there may be impairment. The Company reviews each store at least annually to determine if any such events or circumstances have occurred or exist. The Company focuses on stores where occupancy and/or rental income have decreased by a significant amount. For these stores, the Company determines whether the decrease is temporary or permanent, and whether the store will likely recover the lost occupancy and/or revenue in the short term. In addition, the Company reviews stores in the lease-up stage and compares actual operating results to original projections.


When the Company determines that an event that may indicate impairment has occurred, the Company compares the carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows attributable to the assets. The impairment loss recognized equals the excess of net carrying value over the related fair value of the assets.


When real estate assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value of the assets, net of selling costs. If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less than the net carrying value of the assets, the Company would recognize an impairment loss on the assets held for sale. The operations of assets held for sale or sold during the period are presented as part of normal operations for all periods presented. As of March 31,September 30, 2019, the Company had one operating store classified as held for sale and one1 parcel of land classified as held for sale which areis included in real estate assets, net. The estimated fair value less selling costs for each of these assetsthis asset is greater than the carrying value of the assets,asset, and therefore no loss has been recorded.


The Company assesses annually whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be impaired annually and when events or circumstances indicate that there may be impairment. An investment is impaired if management’s estimate of the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is considered to be other than temporary, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment.


In connection with the Company’s acquisition of stores, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their relative fair values, which are estimated using significant unobservable inputs. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on the Company’s historical experience with turnover in its stores. Any debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are capitalized as part of the purchase price.

14



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated




Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, restricted cash, receivables, other financial instruments included in other assets, accounts payable and accrued expenses, variable-rate notes payable, lines of credit and other liabilities reflected in the condensed consolidated balance sheets at March 31,September 30, 2019 and December 31, 2018 approximate fair value. Restricted cash is comprised of letters of credit and escrowed funds deposited with financial institutions located throughout the United States relating to earnest money deposits on potential acquisitions, real estate taxes, insurance and capital expenditures.


The fair values of the Company’s notes receivable from Preferred and Common Operating Partnership unit holders, and other fixed rate notes receivable, which are recorded in other assets, net were based on the discounted estimated future cash flows of the notes (categorized within Level 3 of the fair value hierarchy); the discount rate used approximated the current market rate for loans with similar maturities and credit quality. The fair values of the Company’s fixed-rate notes payable and notes payable to trusts were estimated using the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality. The fair value of the Company’s exchangeable senior notes was estimated using an average market price for similar securities obtained from a third party.


The fair values of the Company’s fixed-rate assets and liabilities were as follows for the periods indicated:
 September 30, 2019 December 31, 2018
 Fair
Value
 Carrying
Value
 Fair
Value
 Carrying
Value
Notes receivable from Preferred and Common Operating Partnership unit holders$118,756
 $118,524
 $115,467
 $119,735
Fixed rate notes payable and notes payable to trusts$3,296,231
 $3,166,208
 $2,985,731
 $3,022,414
Exchangeable senior notes$724,500
 $575,000
 $620,149
 $575,000
 March 31, 2019 December 31, 2018
 Fair
Value
 Carrying
Value
 Fair
Value
 Carrying
Value
Notes receivable from Preferred and Common Operating Partnership unit holders$116,957
 $119,735
 $115,467
 $119,735
Fixed rate notes payable and notes payable to trusts$3,057,072
 $3,051,171
 $2,985,731
 $3,022,414
Exchangeable senior notes$660,894
 $575,000
 $620,149
 $575,000

4.EARNINGS PER COMMON SHARE


Basic earnings per common share is computed using the two-class method by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted stock awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders; accordingly, they are considered participating securities that are included in the two-class method. Diluted earnings per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average number of basic shares and the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued, and is calculated using either the two-class, treasury stock or as if-converted method, whichever is most dilutive. Potential common shares are securities (such as options, convertible debt, Series A Participating Redeemable Preferred Units (“Series A Units”), Series B Redeemable Preferred Units (“Series B Units”), Series C Convertible Redeemable Preferred Units (“Series C Units”), Series D Redeemable Preferred Units (“Series D Units” and, together with
the Series A Units, Series B Units and Series C Units, the “Preferred OP Units”) and common Operating Partnership units (“OP Units”)) that do not have a current right to participate in earnings of the Company but could do so in the future by virtue of their option, redemption or conversion right.


In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per common share, only potential common shares that are dilutive (i.e. those that reduce earnings per common share) are included. For the three and nine months ended March 31,September 30, 2019, and for the three months ended September 30, 2018, there were no0 anti-dilutive options. For the threenine months ended March 31,September 30, 2018, options to purchase an aggregate of approximately 40,95636,404 shares of common stock were excluded from the computation of earnings per share as their effect would have been anti-dilutive.



15



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


For the purposes of computing the diluted impact of the potential exchange of the Preferred Operating Partnership units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Preferred Operating Partnership units by the average share price for the period presented. The average share price for the three months ended March 31,September 30, 2019 and 2018 was $96.05$115.63 and $84.11,$92.83, respectively. The average share price for the nine months ended September 30, 2019 and 2018 was $105.74 and $90.09, respectively.


The following table presents the number of Preferred Operating Partnership units, and the potential common shares, that were excluded from the computation of earnings per share as their effect would have been anti-dilutive.
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2019 2018 2019 2018
 Equivalent Shares (if converted) Equivalent Shares (if converted) Equivalent Shares (if converted) Equivalent Shares (if converted)
Series B Units362,382
 451,386
 396,276
 465,115
Series C Units (1)
 319,283
 
 328,994
Series D Units1,038,538
 
 1,074,417
 1,021,901
 1,400,920
 770,669
 1,470,693
 1,816,010

 For the Three Months Ended March 31,
 2019 2018
 Equivalent Shares (if converted) Equivalent Shares (if converted)
Series B Units436,254
 498,183
Series C Units129,763
 352,385
Series D Units1,083,265
 1,094,555
 1,649,282
 1,945,123


(1)    The remainder of the Series C Units were converted to OP Units on April 25, 2019.
The
In July 2018, the Operating Partnership had no amounts issued and outstandingredeemed the remaining balance of its 2.375% Exchangeable Senior Notes due 2033 (the “2013 Notes”) as of March 31, 2019, as the remaining principal balance had been redeemed in July 2018.. Prior to their redemption, the 2013 Notes could potentially have had a dilutive impact on the Company’s earnings per share calculations. The 2013 Notes were exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the 2013 Notes. The Company had irrevocably agreed to pay only cash for the accreted principal amount of the 2013 Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock.


The Operating Partnership had $575,000 of its 3.125% Exchangeable Senior Notes due 2035 (the “2015 Notes”) issued and outstanding as of March 31,September 30, 2019. The 2015 Notes could potentially have a dilutive impact on the Company’s earnings per share calculations. The 2015 Notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the 2015 Notes. The exchange price of the 2015 Notes was $92.55$92.04 per share as of March 31,September 30, 2019, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the 2015 Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock.


Although the Company has retained the right to satisfy the exchange obligation in excess of the accreted principal amount of the 2013 Notes and 2015 Notes in cash and/or common stock, Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” requires an assumption that shares would be used to pay the exchange obligation in excess of the accreted principal amount, and requires that those shares be included in the Company’s calculation of weighted average common shares outstanding for the diluted earnings per share computation. For the three and nine months ended March 31,September 30, 2019 and 2018, zero and 81,3820 shares respectively, related to the 2013 Notes were included in the computation for diluted earnings per share.share, as the Company had repaid all outstanding 2013 Notes in July 2018. For the three and nine months ended March 31,September 30, 2019 and 2018, 226,5271,274,675 and zero0 shares, respectively, related to the 2015 Notes were included in the computation for diluted earnings per share. The exchange price exceeded the average per share price of the Company’s common stock during the three months ended March 31, 2018.


For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series A Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the positive intent and ability to settle at least $101,700 of the instrument in cash (or net settle a portion of the Series A Units against the related outstanding note receivable), only the amount of the instrument in excess of $101,700 is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC 260-10-45-46. Accordingly, the number of shares included in the computation for diluted earnings per share related to the Series A Units is equal to the number of Series A Units outstanding, with no additional shares included related to the fixed $101,700 amount.



16



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


The computation of earnings per common share is as follows for the periods presented:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2019 2018 2019 2018
Net income attributable to common stockholders$108,087
 $130,418
 $307,685
 $313,827
Earnings and dividends allocated to participating securities(165) (219) (508) (550)
Earnings for basic computations107,922
 130,199
 307,177
 313,277
Earnings and dividends allocated to participating securities165
 
 
 550
Income allocated to noncontrolling interest - Preferred Operating Partnership Units and Operating Partnership Units6,100
 7,336
 17,539
 17,191
Fixed component of income allocated to noncontrolling interest - Preferred Operating Partnership (Series A Units)(572) (572) (1,716) (1,716)
Net income for diluted computations$113,615
 $136,963
 $323,000
 $329,302
        
Weighted average common shares outstanding:       
Average number of common shares outstanding - basic128,776,549
 126,466,837
 127,830,272
 125,959,926
OP Units6,050,028
 5,636,845
 6,032,656
 5,650,599
Series A Units875,480
 875,480
 875,480
 875,480
Series D Units
 991,738
 
 
Unvested restricted stock awards included for treasury stock method209,963
 
 
 250,630
Shares related to exchangeable senior notes and dilutive stock options1,406,455
 269,390
 1,425,891
 279,055
Average number of common shares outstanding - diluted137,318,475
 134,240,290
 136,164,299
 133,015,690
Earnings per common share

 

 

 

Basic$0.84
 $1.03
 $2.40
 $2.49
Diluted$0.83
 $1.02
 $2.37
 $2.48
 For the Three Months Ended March 31,
 2019 2018
Net income attributable to common stockholders$94,770
 $88,256
Earnings and dividends allocated to participating securities(167) (178)
Earnings for basic computations94,603
 88,078
Earnings and dividends allocated to participating securities
 178
Income allocated to noncontrolling interest - Preferred Operating Partnership Units and Operating Partnership Units5,429
 4,941
Fixed component of income allocated to noncontrolling interest - Preferred Operating Partnership (Series A Units)(572) (572)
Net income for diluted computations$99,460
 $92,625
    
Weighted average common shares outstanding:   
Average number of common shares outstanding - basic127,037,247
 125,772,439
OP Units5,960,981
 5,663,370
Series A Units875,480
 875,480
Shares related to exchangeable senior notes and dilutive stock options416,008
 371,271
Average number of common shares outstanding - diluted134,289,716
 132,682,560
Earnings per common share

 

Basic$0.74
 $0.70
Diluted$0.74
 $0.70

5.    STORE ACQUISITIONS AND DISPOSITIONS


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

5.STORE ACQUISITIONS AND DISPOSITIONS

Store Acquisitions

The following table shows the Company’s acquisitions of stores for the three and nine months ended March 31,September 30, 2019 and 2018. The table excludes purchases of raw land and improvements made to existing assets. All acquisitions are considered asset acquisitions under ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business."
   Consideration Paid Total
QuarterNumber of Stores Total Cash Paid Loan AssumedInvestments in Real Estate VenturesNet Liabilities/ (Assets) AssumedValue of OP Units IssuedNumber of OP Units Issued Real estate assets
Q3 20191 $16,937
 $16,941
 $
$
$(4)$

 $16,937
Q2 20191 8,424
 8,424
 




 8,424
Q1 201914
(1) 
223,740
 202,890
 17,157
2,780
913


 223,740
 16 $249,101
 $228,255
 $17,157
$2,780
$909
$

 $249,101
              
Q3 20186 $74,694
 $71,989
 $
$
$2,705
$

 $74,694
Q2 201817
(2) 
237,284
 148,650
 87,500
(1,024)281
1,877
21,768
 237,284
Q1 20185
(2) 
70,787
 70,171
 
489
127


 70,787
 28 $382,765
 $290,810
 $87,500
$(535)$3,113
$1,877
21,768
 $382,765

   Consideration Paid Total
QuarterNumber of Stores Total Cash Paid Loan AssumedInvestments in Real Estate VenturesNet Liabilities/ (Assets) Assumed Real estate assets
Q1 201914
(1) 
$223,740
 $202,890
 $17,157
$2,780
$913
 $223,740
            
Q1 20185
(2) 
$70,787
 $70,171
 $
$489
$127
 $70,787


(1) Store acquisitions during the three months ended March 31, 2019 include the purchase of 12 stores previously held in joint ventures where the Company held a noncontrolling interest. The Company purchased its partners' remaining equity interests in the joint ventures, and the properties owned by the joint ventures became wholly owned by the Company. No gain or loss was recognized as a result of this acquisition.these acquisitions.


(2) Store acquisitions during the threesix months ended March 31,June 30, 2018 include the acquisition of one store15 stores that had been owned by a joint venture in which the Company held a noncontrolling interest. No gain or loss was recognized as a result of this acquisition.these acquisitions.



Store Dispositions


On April 11, 2019, the Company closed on the sale of a store located in New York that had been classified as held for sale for $11,272 in cash. The Company recorded a gain on the sale of $1,205.
17
On August 16, 2018, the Company closed on the sale of a store located in California that had been classified as held for sale for $40,235 in cash. The Company recorded a gain on the sale of $30,671.


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

6.INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES
Investments in unconsolidated real estate ventures represent the Company's noncontrolling interests in properties. The Company accounts for these investments using the equity method of accounting. The Company initially records these investments at cost and subsequently adjusts for cash contributions, distributions and net equity in income or loss, which is allocated in accordance with the provisions of the applicable partnership or joint venture agreement.
In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested capital. To the extent that cash or profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash or profits than its equity interest.


The Company separately reports investments with net equity less than zero in cash distributions in unconsolidated real estate ventures in the condensed consolidated balance sheets. The net equity of certain joint ventures is less than zero because distributions have exceeded the Company's investment in and share of income from these joint ventures. This is generally the

EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

result of financing distributions, capital events or operating distributions that are usually greater than net income, as net income includes non‑cash charges for depreciation and amortization while distributions do not.


During May 2019, the Company entered into a new joint venture, ESS-NYFL JV LP with 2 joint venture partners. The Company contributed a total of $13,936 to this joint venture for the purchase of 11 operating stores and 4 annex sites and received a 16.0% interest in the joint venture.

During the threenine months ended March 31,September 30, 2019, the Company contributed a total of $40,843$56,799 to its joint ventures for the purchase of one19 operating storestores and six6 stores acquired at the issuance of certificate of occupancy.
Net investments in unconsolidated real estate ventures and cash distributions in unconsolidated real estate ventures consist of the following:
 Number of Stores Equity Ownership % Excess Profit % (1) September 30, December 31,
 2019 2018
PRISA Self Storage LLC85 4% 4% $9,182
 $9,334
Storage Portfolio II JV LLC36 10% 30% (4,754) (4,233)
Storage Portfolio I LLC24 34% 49% (38,406) (38,129)
VRS Self Storage, LLC16 45% 54% 17,560
 18,281
ESS-NYFL JV LP15 16% 24% 13,931
 
Extra Space Northern Properties Six LLC10 10% 35% (1,969) (1,700)
WICNN JV LLC9 10% 25% 32,428
 26,885
Alan Jathoo JV LLC9 10% 10% 8,021
 8,180
ESS Bristol Investments LLC8 10% 28% 3,065
 2,331
GFN JV, LLC5 10% 25% 12,238
 10,586
Extra Space West Two LLC (2) 5% 40% 
 3,818
Extra Space West One LLC (2) 5% 40% 
 (1,038)
Other minority owned stores25 10-50% 19-50% 79,003
 45,814
Net Investments in and Cash distributions in unconsolidated real estate ventures242     $130,299
 $80,129

 Number of Stores Equity Ownership % 
Excess Profit % (1)
 March 31, December 31,
 2019 2018
PRISA Self Storage LLC85 4% 4% $9,292
 $9,334
Storage Portfolio II JV LLC36 10% 30% (4,539) (4,233)
Storage Portfolio I LLC24 34% 49% (38,186) (38,129)
VRS Self Storage, LLC16 45% 54% 18,002
 18,281
Extra Space Northern Properties Six LLC10 10% 35% (1,793) (1,700)
WICNN JV LLC9 10% 25% 32,859
 26,885
Alan Jathoo JV LLC9 10% 10% 8,132
 8,180
ESS Bristol Investments LLC8 10% 28% 3,025
 2,331
GFN JV, LLC5 10% 25% 12,429
 10,586
Extra Space West Two LLC 5% 40% 
(2 
) 
3,818
Extra Space West One LLC 5% 40% 
(2 
) 
(1,038)
Other minority owned stores22 10-50% 19-50% 77,238
 45,814
Net Investments in and Cash distributions in unconsolidated real estate ventures224     $116,459
 $80,129
(1) Includes pro-rata equity ownership share and promoted interest.
(2) In January 2019, the Company purchased its joint venture partners' 95% interests in the Extra Space West One LLC and Extra Space West Two LLC joint ventures, which owned a total of 12 stores. The Company paid $172,505 of cash to acquire the equity interests, and subsequent to this acquisition, the Company owned 100% of the joint ventures and the related stores.

On February 2, 2018, the Company and Teachers REA II LLC ("TIAA") entered into the Third Amendment to Amended and Restated Limited Liability Company Agreement of Storage Portfolio I LLC (the "Amendment"). The Amendment was deemed effective as of January 1, 2018. Under the Amendment, the Company's capital percentage in Storage Portfolio I LLC ("SP I") increased from 25.0% to 34.0%, and its excess profit participation percentage increased from 40.0% to 49.0%, among other changes. Additionally, SP I refinanced its mortgage loan and the Company received a financing distribution of $47,944, which was recorded as a reduction in the Company's investment in SP I. The Company continues to account for its investment in SP I under the equity method of accounting.

18



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


7.VARIABLE INTERESTS
7.    VARIABLE INTERESTS


The Operating Partnership had three3 wholly-owned unconsolidated subsidiaries (“Trust,” “Trust II” and “Trust III,” together, the “Trusts”) that had issued trust preferred securities to third parties and common securities to the Operating Partnership. The proceeds from the sale of the preferred and common securities were loaned in the form of notes to the Operating Partnership. The Trusts were variable interest entities ("VIEs") because the holders of the equity investment at risk (the trust preferred securities) did not have the power to direct the activities of the entities that most significantly affect the entities’ economic performance because of their lack of voting or similar rights. Because the Operating Partnership’s investment in the Trusts’ common securities was financed directly by the Trusts as a result of its loan of the proceeds to the Operating Partnership, that investment was not considered an equity investment at risk. The Operating Partnership’s investment in the Trusts was not a variable interest because equity interests are variable interests only to the extent that the investment is considered to be at risk, and therefore the Operating Partnership cannot be the primary beneficiary of the Trusts. Since the Company was not the primary beneficiary of the Trusts, they were not consolidated. A debt obligation was recorded in the form of notes for the proceeds as discussed above, which were owed to the Trusts. The Company had also included its investment in the Trusts’ common securities in other assets on the condensed consolidated balance sheets.


During the year ended December 31, 2018, the Company repaid a total principal amount of $88,662, representing all of the notes payable to Trust III, all of the notes payable to Trust II, and all but $30,928 of the notes payable to Trust. The Trusts used the proceeds from these repayments to redeem their preferred and common securities. During the three months ended March 31,In January 2019, the Company repaid the remaining balance of $30,928 of notes payable to Trust.


During the time they were outstanding, the Company did not provide financing or other support during the periods presented to the Trusts that it was not previously contractually obligated to provide. The Company’s maximum exposure to loss as a result of its involvement with the Trusts was equal to the total amount of the notes discussed above less the amounts of the Company’s investments in the Trusts’ common securities. The net amount was equal to the notes payable that the Trusts owed to third parties for their investments in the Trusts’ preferred securities.


The Company had no0 consolidated VIEs during the three and nine months ended March 31,September 30, 2019.
8.DERIVATIVES


The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposure that arises from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.


Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.


The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (“OCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. A portion of these changes is excluded from accumulated other comprehensive income as it is allocated to noncontrolling interests. During the three and nine months ended March 31,September 30, 2019 and 2018, such derivatives were

19


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

used to hedge the variable cash flows associated with existing variable-rate debt. In the coming 12 months, the Company estimates that $13,649$3,296 will be reclassified and reduceincrease interest expense.



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

The Company held 2825 derivative financial instruments which had a total combined notional amount of $2,287,824$2,402,883 as of March 31,September 30, 2019.


Fair Values of Derivative Instruments
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the condensed consolidated balance sheets:
Asset / Liability DerivativesAsset / Liability Derivatives
March 31, 2019 December 31, 2018September 30, 2019 December 31, 2018
Derivatives designated as hedging instruments:Fair ValueFair Value
Other assets$25,908
 $42,324
$3,141
 $42,324
Other liabilities$9,307
 $2,131
$43,880
 $2,131


Effect of Derivative Instruments
The table below presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations for the periods presented. No tax effect has been presented as the derivative instruments are held by the Company:

Gain (loss) recognized in OCI For the Three Months Ended March 31, Location of amounts reclassified from OCI into income Gain reclassified from OCI For the Three Months Ended March 31,Gain (loss) recognized in OCI For the Three Months Ended September 30, Location of amounts reclassified from OCI into income Gain (loss) reclassified from OCI For the Three Months Ended September 30,
Type2019 2018 2019 20182019 2018 2019 2018
Swap Agreements$(19,576) $23,317
 Interest expense $4,462
 $240
$(14,517) $8,325
 Interest expense $2,992
 $2,561



 Gain (loss) recognized in OCI For the Nine Months Ended September 30, Location of amounts reclassified from OCI into income Gain reclassified from OCI For the Nine Months Ended September 30,
Type2019 2018 2019 2018
Swap Agreements$(70,387) $41,610
 Interest expense $11,792
 $4,684


Credit-risk-related Contingent Features
The Company has agreements with some of its derivative counterparties that contain provisions pursuant to which the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender.


The Company also has an agreement with some of its derivative counterparties that incorporates the loan covenant provisions of the Company’s indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.


As of March 31,September 30, 2019, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $9,889.$44,985. As of March 31,September 30, 2019, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of March 31,September 30, 2019, it could have been required to cash settle its obligations under the agreements at their termination value of $9,889,$45,120, including accrued interest.

20



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


9.EXCHANGEABLE SENIOR NOTES


In September 2015, the Operating Partnership issued $575,000 of its 3.125% Exchangeable Senior Notes due 2035. Costs incurred to issue the 2015 Notes were approximately $11,992, consisting primarily of a 2.0% underwriting fee. These costs are being amortized as an adjustment to interest expense over five years, which represents the estimated term based on the first available redemption date, and are included in exchangeable senior notes, net, in the condensed consolidated balance sheets. The 2015 Notes are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on April 1 and October 1 of each year beginning April 1, 2016, until the maturity date of October 1, 2035. The 2015 Notes bear interest at 3.125% per annum and contain an exchange settlement feature, which provides that the 2015 Notes may, under certain circumstances, be exchangeable for cash (for the principal amount of the 2015 Notes) and, with respect to any excess exchange value, for cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option. The exchange rate of the 2015 Notes as of March 31,September 30, 2019 was approximately 10.8110.87 shares of the Company’s common stock per $1,000 principal amount of the 2015 Notes.


The Operating Partnership may redeem the 2015 Notes at any time to preserve the Company’s status as a REIT. In addition, on or after October 5, 2020, the Operating Partnership may redeem the 2015 Notes for cash, in whole or in part, at 100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written notice to the holders of the 2015 Notes. The holders of the 2015 Notes have the right to require the Operating Partnership to repurchase the 2015 Notes for cash, in whole or in part, on October 1 of the years 2020, 2025 and 2030 (unless the Operating Partnership has called the 2015 Notes for redemption), and upon the occurrence of certain designated events, in each case for a repurchase price equal to 100% of the principal amount of the 2015 Notes plus accrued and unpaid interest. Certain events are considered “Events of Default,” as defined in the indenture governing the 2015 Notes, which may result in the accelerated maturity of
the 2015 Notes.


Additionally, the 2015 Notes can be exchanged during any calendar quarter, if the last reported sale price of the common stock of the Company is greater than or equal to 130% of the exchange price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter. The price of the Company’s common stock did not exceed 130% of the exchange price for the required time period for the 2015 Notes during the quarter ended March 31,September 30, 2019.


On June 21, 2013, the Operating Partnership issued $250,000 of its 2.375% Exchangeable Senior Notes due 2033 at a 1.5% discount, or $3,750, and costs incurred to issue the 2013 Notes were approximately $1,672. These costs were amortized as an adjustment to interest expense over five years, which represented the estimated term based on the first available redemption date. The 2013 Notes bore interest at 2.375% per annum and contained an exchange settlement feature. During the three months ended March 31, 2018, the Company repurchased a total principal amount of $37,704$37,709 of the 2013 Notes. The Company paid cash of $58,464$58,469 for the total of the principal amount and the exchange value in excess of the principal amount. The Operating Partnership redeemed all remaining outstanding 2013 Notes on July 5, 2018.


GAAP requires entities with convertible debt instruments that may be settled entirely or partially in cash upon conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s economic interest cost. The Company therefore accounts for the liability and equity components of the 2013 Notes and 2015 Notes separately. The equity components are included in paid-in capital in stockholders’ equity in the condensed consolidated balance sheets, and the value of the equity components are treated as original issue discount for purposes of accounting for the debt components. The discounts are amortized as interest expense over the remaining period of the debt through its first redemption date: July 1, 2018 for the 2013 Notes, and October 1, 2020 for the 2015 Notes. The effective interest rate on the liability components of the 2013 Notes and the 2015 Notes is 4.0%, which approximated the market rate of interest of similar debt without exchange features (i.e. nonconvertible debt) at the time of issuance.

21



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated




Information about the Company’s 2015 Notes, including the total carrying amount of the equity component, the principal amount of the liability component, the unamortized discount and the net carrying amount was as follows for the periods indicated:
March 31, 2019 December 31, 2018September 30, 2019 December 31, 2018
Carrying amount of equity component$22,597
 $22,597
$22,597
 $22,597
Principal amount of liability component$575,000
 $575,000
$575,000
 $575,000
Unamortized discount - equity component(7,255) (8,417)(4,884) (8,417)
Unamortized debt issuance costs(3,609) (4,209)(2,411) (4,209)
Net carrying amount of liability components$564,136
 $562,374
$567,705
 $562,374


The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the liability component of the 2015 Notes were as follows for the periods indicated:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2019 2018 2019 2018
Contractual interest$4,492
 $4,492
 $13,476
 $13,614
Amortization of discount1,186
 1,140
 3,533
 3,525
Total interest expense recognized$5,678
 $5,632
 $17,009
 $17,139
 For the Three Months Ended March 31,
 2019 2018
Contractual interest$4,492
 $4,561
Amortization of discount1,162
 1,209
Total interest expense recognized$5,654
 $5,770

10.STOCKHOLDERS’ EQUITY


On May 6, 2016,15, 2019, the Company filed its $400,000$500,000 "at the market" equity program with the Securities and Exchange Commission using a shelf registration statement on Form S-3, and entered into separate equity distribution agreements with five9 sales agents.

During the three months ended March 31,September 30, 2019, the Company did not issue anysold 849,200 shares andof common stock under its "at the market" equity program at an average sales price of $119.30 per share, resulting in net proceeds of $100,056. As of September 30, 2019, the Company had $257,929$298,621 available for issuance under the equity distribution agreements.
11.NONCONTROLLING INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP UNITS


Classification of Noncontrolling Interests
GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section, but separate from the company’s equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.


The Company has evaluated the terms of the Operating Partnership’s preferred units and classifies the noncontrolling interest represented by such preferred units as stockholders’ equity in the accompanying condensed consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the condensed consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount and (2) the redemption value as of the end of the period in which the determination is made.


At March 31,September 30, 2019 and December 31, 2018, the noncontrolling interests represented by the Preferred OP Units qualified for classification as permanent equity on the Company's condensed consolidated balance sheets. The partnership agreement of the

EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

Operating Partnership (as amended, the "Partnership Agreement") provides for the designation and issuance of the OP Units. NoncontrollingAs of September 30, 2019 and December 31, 2018, noncontrolling interests in Preferred OP Units were presented net of notes receivable from preferredPreferred OP unitUnit holders of $100,000 and $108,644, as of March 31, 2019 and December 31, 2018,respectfully, as more fully described below.


22


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


Series A Participating Redeemable Preferred Units


The Partnership Agreement provides for the designation and issuance of the Series A Units. The Series A Units have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.
The Series A Units were issued in June 2007. Series A Units in the amount of $101,700 bear a fixed priority return of 2.3% and originally had a fixed liquidation value of $115,000. The remaining balance participates in distributions with, and has a liquidation value equal to that of the OP Units. The Series A Units are redeemable at the option of the holder, which redemption obligation may be satisfied, at the Company’s option, in cash or shares of its common stock. As a result of the redemption of 114,500 Series A Units in October 2014, the remaining fixed liquidation value was reduced to $101,700, which represents 875,480 Series A Units. On April 18, 2017, the holder of the Series A Units and the Operating Partnership agreed to reduce the fixed priority return on the Series A Units from 5.0% to 2.3% in exchange for a reduction in the interest rate of the related loan, as more fully described below.


On June 25, 2007, the Operating Partnership loaned the holder of the Series A Units $100,000. On April 18, 2017, a loan amendment was signed modifying the maturity date of the loan to the later of the death of the Series A Unit holder or his spouse and also lowering the interest rate of the loan from 4.9% to 2.1%. The loan amendment was determined to be a loan modification under GAAP, and therefore no change in value was recognized. The loan is secured by the borrower’s Series A Units. No future redemption of Series A Units can be made unless the loan secured by the Series A Units is also repaid. The Series A Units are shown on the balance sheet net of the $100,000 loan because the borrower under the loan receivable is also the holder of the Series A Units.


Series B Redeemable Preferred Units


The Partnership Agreement provides for the designation and issuance of the Series B Units. The Series B Units rank junior to the Series A Units, on parity with the Series C Units and Series D Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.


The Series B Units were issued in 2013 and 2014 and have a liquidation value of $25.00 per unit for a fixed liquidation value of $41,902, which represents 1,676,087 Series B Units. Holders of the Series B Units receive distributions at an annual rate of 6.0%. These distributions are cumulative. The Series B Units became redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock.


Series C Convertible Redeemable Preferred Units


The Partnership Agreement provides for the designation and issuance of the Series C Units. The Series C Units rankranked junior to the Series A Units, on parity with the Series B Units and Series D Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.


The Series C Units were issued in 2013 and 2014 and havehad a liquidation value of $42.10 per unit for a fixed liquidation value of $12,462, which represents 296,020 Series C Units. From issuance to the fifth anniversary of issuance, each Series C Unit holder will receive quarterly distributions equal to the quarterly distribution per OP Unit plus $0.18. Beginning on the fifth anniversary of issuance, each Series C Unit holder will receive a fixed quarterly distribution equal to the aggregate quarterly distribution payable in respect of such Series C Unit during the four quarters immediately preceding the fifth anniversary of issuance, divided by four. These distributions are cumulative.unit. The Series C Units became redeemable at the option of the holder one year from the date of issuance, which redemption obligation maycould be satisfied at the Company’s option in cash or shares of its common stock. The Series C Units arewere convertible into OP Units at the option of the holder at a rate of 0.9145 OP Units per Series C Unit converted. This conversion option expiresexpired upon the fifth anniversary of the date of issuance.


In December 2014, the Operating Partnership loaned certain holders of the Series C Units $20,230. The loan receivable, which was collateralized by the Series C Units, bears interest at 5.0% per annum and matures on December 15, 2024. The Series C Units arewere shown on the balance sheet net of the loan balance because the borrower under the loan receivable iswas also the holder of the Series C Units.


On December 1, 2018, certain holders of the Series C Units converted their Series C Units into OP Units, with a total of 407,996 Series C Units being converted into a total of 373,113 OP Units. As part of this conversion, the holders of the Series C

23



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


Units agreed to pledge the OP Units received in the conversion as collateral on the loan receivable to replace the Series C Units that were converted. As of March 31, 2019 and December 31, 2018, the total outstanding balance of the loan receivable was $19,735, of which $8,644 iswas shown as a reduction of the noncontrolling interests related to the Series C Units and $11,091 iswas shown as a reduction of the noncontrolling interests related to the OP Units on the Company's consolidated balance sheets. On April 25, 2019, subsequent to quarter-end, the remaining 296,020 Series C Units were converted into 270,710270,709 OP Units. The remaining outstanding balance of the loan receivable of $18,524 is shown as a reduction of the noncontrolling interests related to the OP Units as of September 30, 2019. See footnote 12 for further discussion of noncontrolling interests.


Series D Redeemable Preferred Units


The Partnership Agreement provides for the designation and issuance of the Series D Units. The Series D Units rank junior to the Series A Units, on parity with the Series B Units and Series C Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.
The Series D Units have been issued at various times from 2014 to 2017.2019. In addition, during the threenine months ended March 31,September 30, 2019, the Operating Partnership issued 937,9241,120,924 Series D Units valued at $23,447$28,022 in conjunction with joint venture acquisitions.
The Series D Units have a liquidation value of $25.00per unit, for a fixed liquidation value of $115,511,$120,086, which represents 4,620,4454,803,445 Series D Units. Holders of the Series D Units receive distributions at an annual rate between 3.0% and 5.0%. These distributions are cumulative. The Series D Units become redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock. In addition, certain of the Series D Units are exchangeable for OP Units at the option of the holder until the tenth anniversary of the date of issuance, with the number of OP Units to be issued equal to $25.00 per Series D Unit, divided by the value of a share of common stock as of the exchange date.
12.NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP AND OTHER NONCONTROLLING INTERESTS


Noncontrolling Interest in Operating Partnership


The Company’s interest in its stores is held through the Operating Partnership. Between its general partner and limited partner interests, the Company held a 90.5%90.6% ownership interest in the Operating Partnership as of March 31,September 30, 2019. The remaining ownership interests in the Operating Partnership (including Preferred OP Units) of 9.5%9.4% are held by certain former owners of assets acquired by the Operating Partnership. As of September 30, 2019, and December 31, 2018 the noncontrolling interests in the Operating Partnership are shown on the balance sheet net of notes receivable of $18,524 and $11,091, respectively, because the borrowers under the loan receivable are also holders of OP Units. This loan receivable bears interest at 5.0% per annum and matures on December 15, 2024.


The noncontrolling interest in the Operating Partnership represents OP Units that are not owned by the Company. OP Units are redeemable at the option of the holder, which redemption may be satisfied at the Company's option in cash, based upon the fair market value of an equivalent number of shares of the Company’s common stock (based on the ten-day average trading price) at the time of the redemption, or shares of the Company's common stock on a one-for-one basis, subject to anti-dilution adjustments provided in the Partnership Agreement. As of March 31,September 30, 2019, the ten-day average closing price of the Company's common stock was $100.76$116.80 and there were 5,908,7506,025,341 OP Units outstanding. Assuming that all of the OP Unit holders exercised their right to redeem all of their OP Units on March 31,September 30, 2019 and the Company elected to pay the OP Unit holders cash, the Company would have paid $595,366$703,760 in cash consideration to redeem the units.



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

OP Unit activity is summarized as follows for the periods presented:
 For the Nine Months Ended September 30,
 2019 2018
OP Units redeemed for common stock239,619
 25,000
OP Units redeemed for cash
 30,000
Cash paid for OP Units redeemed$
 $2,558
OP Units issued in conjunction with acquisitions
 21,768
Value of OP Units issued in conjunction with acquisitions$
 $1,877
OP Units issued upon redemption of Series C Units270,709
 

 For the Three Months Ended March 31,
 2019 2018
OP Units redeemed for common stock85,501
 
OP Units redeemed for cash
 30,000
Cash paid for OP Units redeemed$
 $2,558


GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section, but separate from the company’s equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations, and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.

24


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated



The Company has evaluated the terms of the OP Units and classifies the noncontrolling interest represented by the OP Units as stockholders’ equity in the accompanying condensed consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent equity in the condensed consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount and (2) the redemption value as of the end of the period in which the determination is made.


Other Noncontrolling Interests


Other noncontrolling interests represent the ownership interests of third parties in two2 consolidated joint ventures as of March 31,September 30, 2019. One joint venture owns two2 operating stores in Texas anand 2 operating store and a development storestores in Colorado, and the other joint venture owns one1 operating store in Pennsylvania and one1 development property in New Jersey. The voting interests of the third-party owners are between 5.0% and 20.0%.
13.LEASES


The Company adopted ASC 842, "Leases," effective January 1, 2019 on a modified retrospective basis as allowed under the standard and prior periods have not been restated. The Company elected the package of transition practical expedients, and has therefore (1) not reassessed whether any expired or existing contracts are or contain leases, (2) not reassessed the lease classification for any expired or existing leases, and (3) not reassessed initial direct costs for any expired or existing leases.
Lessee Accounting
The Company recognized lease liabilities of $104,863 and right-of-use assets related to operating leases totaling $95,506 and lease liabilities of $104,863 as of the adoption date.date, January 1, 2019. These are presented as “Operating lease liabilities” and “Real estate assets-operating lease right-of-use assets” on the Company’s consolidated balance sheets.
In June and August 2019, the Company entered into new triple-net lease agreements to lease land and buildings at 22 and 5 operating stores, respectively. These leases are categorized as operating leases, and have contractual lease terms of 25 years, but have termination options after 10 years that result in lease terms of 10 years under ASC 842. The Company recorded new operating lease right-of-use assets and operating lease liabilities of $127,532 and $52,224, respectively, in conjunction with these new lease agreements.
The Company is lessee under several types of lease agreements. Generally, these leases fall into the following categories:
Leases of real estate at 2249 stores classified as wholly-owned. These leases generally have original lease terms between 10-67 years. Under these leases, the Company typically has the option to extend the lease term for additional terms of 5-35 years.

EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

Leases of its corporate offices and call center. These leases have original lease terms between 5.3 and 12.1 years, with no extension options.
Leases of 1213 regional offices. These leases have original lease terms between three and five years. The Company has the option on five5 of these leases to extend the lease term for three additional years.
Leases of small district offices. These leases generally have terms of 12 months or less. The Company has made an accounting election to account for these under the short-term lease exception outlined under ASC 842. Therefore, no lease assets or liabilities are recorded related to these leases, and the Company will recognize lease payments as expense on a straight-line basis over the related lease terms.


The Company has included lease extension options in the lease term for calculations of its right-of-use assets and liabilities related to the real estate asset leases at its stores when it is reasonably certain that the Company plans to extend these leases whenthe lease terms as the options arise.


Several of the leases of real estate at the Company’s stores include escalation clauses based on an index or rate, such as the Consumer Price Index (CPI). The Company included these lease payments in its calculations of right-of-use assets and liabilities based on the prevailing index or rate as of the adoption date. The Company will recognize changes to these variable lease payments in earnings in the period of the change.
One of the real estate leases includes variable lease payments that are based upon a percentage of gross revenues. Certain other leases include additional variable payments relating to a percentage of sales in excess of a specified amount, common area maintenance, property taxes, etc. These payments are variable lease payments that do not depend on an index or rate and are excluded from the measurement of the lease liabilities and right-of-use-assets for these leases. The Company will recognize costs from these variable lease payments in the period in which the obligation for those payments is incurred.

25


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

The Company has signed a lease agreement for a store in New Jersey. The store is currently under construction by the lessor, and the Company will take possession of the leased asset upon completion of construction, which is estimated to be completed before the end of 2019.in early 2020. The lease term is 75 years from the lease commencement date, with three3 10-year extension options. The Company has also signed a lease agreement for a store in California. The store is under construction by the lessor, and the Company will take possession of the leased asset upon completion of construction, which is estimated to be completed in mid-2020. The lease term is 15 years from the lease commencement date, with three3 10-year extension options and one1 5-year extension option. The Company has not recorded right-of-use assets or lease liabilities related to these leases as of March 31,September 30, 2019 as the lease term has not yet commenced for either lease. The lease commencement date will occur when the Company takes possession of the leased asset, and the Company will recognize a lease liability and right-of-use asset relating to the leases at that time.
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s unsecured borrowing rates and implied secured spread at the lease commencement date in determining the present value of lease payments. These discount rates vary depending on the term of the specific leases.

EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated

Following is information on our total lease costs as of the period(s) indicated:
 For the Three Months Ended September 30, For the Nine Months Ended September 30,

2019 2019



  
Finance lease cost:

  
     Amortization of finance lease right-of-use assets$42
 $126
     Interest expense related to finance lease liabilities73
 216
Operating lease cost7,060
 12,737
Variable lease cost1,624
 3,426
Short-term lease cost28
 138
          Total lease cost$8,827
 $16,643


  


  
Cash paid for amounts included in the measurement of lease liabilities
  
    Operating cash outflows for finance lease payments$58
 $173
    Operating cash outflows for operating lease payments6,573
 12,122
Total cash flows for lease liability measurement$6,631
 $12,295
    
Right-of-use assets obtained in exchange for new operating lease liabilities$52,413
 $277,430
Right-of-use assets obtained in exchange for new finance lease liabilities$
 $8,050
    
Weighted average remaining lease term - finance leases (years)47.1
  
Weighted average remaining lease term - operating leases (years)14.9
  
Weighted average discount rate - finance leases6.07%  
Weighted average discount rate - operating leases3.65%  

March 31, 2019
Lease cost

Finance lease cost:

     Amortization of finance lease right-of-use assets$42
     Interest expense related to finance lease liabilities70
Operating lease cost2,079
Variable lease cost912
Short-term lease cost55
          Total lease cost$3,158




Cash paid for amounts included in the measurement of lease liabilities
    Operating cash outflows for finance lease payments$57
    Operating cash outflows for operating lease payments3,267
Total cash paid for lease liability measurement$3,324
  
Right-of-use assets obtained in exchange for new operating lease liabilities$95,506
Right-of-use assets obtained in exchange for new finance lease liabilities$8,050
Weighted average remaining lease term - operating leases (years)23.7
Weighted average remaining lease term - finance leases (years)72.5
Weighted average discount rate - operating leases4.05%
Weighted average discount rate - finance leases4.25%

26


EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


Following is information about the Company’s undiscounted cash flows on an annual basis for operating and finance leases, including a reconciliation of the undiscounted cash flows to the finance lease and operating lease liabilities recognized in the Company’s consolidated balance sheets:
 Operating Finance Total
2019$6,982
 $57
 $7,039
202028,331
 232
 28,563
202128,586
 237
 28,823
202228,611
 255
 28,866
202328,698
 255
 28,953
Thereafter252,832
 16,777
 269,609
Total$374,040
 $17,813
 $391,853
Present value adjustments(94,991) (12,990) (107,981)
Lease liabilities$279,049
 $4,823
 $283,872



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated
 
Operating 
 Finance Total
Year 1$8,281
 $232
 $8,513
Year 28,353
 232
 8,585
Year 38,264
 241
 8,505
Year 47,898
 255
 8,153
Year 57,828
 255
 8,083
Thereafter130,052
 35,062
 165,114
Total$170,676
 $36,277
 $206,953
Present value adjustments(67,098) (31,484) (98,582)
Lease liabilities$103,578
 $4,793
 $108,371


Lessor Accounting


The Company's property rental revenue is primarily related to rents received from tenants at its operating stores. The Company's leases with its self-storage tenants are generally on month-to-month terms, include automatic monthly renewals, allow flexibility to increase rental rates over time as market conditions permit, and provide for the collection of contingent fees such as late fees. These leases do not include any terms or conditions that allow the tenants to purchase the leased space. All self-storage leases for which the Company acts as lessor have been classified as operating leases. The real estate assets related to the Company's stores are included in Real estate assets, net on the Company's condensed consolidated balance sheets and are presented at historical cost less accumulated depreciation and impairment, if any. Rental income related to these operating leases is included in Property rental revenue on the Company's condensed consolidated statements of operations, and is recognized each month during the month-to-month terms at the rental rate in place during each month.
14.SEGMENT INFORMATION
14.    SEGMENT INFORMATION


The Company’s segment disclosures present the measure used by the chief operating decision makers ("CODMs") for purposes of assessing each segment’s performance. The Company’s CODMs are comprised of several members of its executive management team who use net operating income ("NOI") to assess the performance of the business for the Company’s reportable operating segments. NOI for the Company's self-storage operations represents total property revenue less direct property operating expenses. NOI for the Company's tenant reinsurance segment represents tenant reinsurance revenues less tenant reinsurance expense.


The Company has two2 reportable segments: (1) self-storage operations and (2) tenant reinsurance. The self-storage operations activities include rental operations of wholly-owned stores. The Company's consolidated revenues equal total segment revenues plus property management fees and other income. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the stores operated by the Company. Excluded from segment revenues and net operating income is property management fees and other income.


For all periods presented, substantially all of the Company's real estate assets, intangible assets, other assets, and accrued and other liabilities are associated with the self-storage operations segment. The prior periods have been restated to conform to the current presentation. Financial information for the Company’s business segments is set forth below:



For the Three Months Ended September 30, For the Nine Months Ended September 30,

20192018 20192018
Revenues:

   
     Self-Storage Operations$290,917
$266,728
 $841,504
$772,742
     Tenant Reinsurance33,588
30,105
 95,086
85,660
          Total segment revenues$324,505
$296,833
 $936,590
$858,402



   
Operating expenses:

   
     Self-Storage Operations$88,653
$73,652
 $248,288
$219,488
     Tenant Reinsurance7,644
7,720
 21,593
18,798
          Total segment operating expenses$96,297
$81,372
 $269,881
$238,286



   
Net operating income:

   
     Self-Storage Operations$202,264
$193,076
 $593,216
$553,254
     Tenant Reinsurance25,944
22,385
 73,493
66,862
          Total segment net operating income:$228,208
$215,461
 $666,709
$620,116



   
Other components of net income (loss):

   
Property management fees and other income$13,000
$10,120
 $36,063
$30,849
General and administrative expense(22,519)(19,707) (68,548)(62,822)
Depreciation and amortization expense(56,051)(52,283) (165,116)(155,924)
Gain on real estate transactions
30,807
 1,205
30,807
     Interest expense(46,908)(45,926) (141,716)(130,239)
Non-cash interest expense related to the amortization of discount on equity component of exchangeable senior notes(1,186)(1,140) (3,533)(3,525)
     Interest income2,799
1,371
 5,905
3,997
     Equity in earnings of unconsolidated real estate ventures2,704
3,622
 8,455
10,648
     Income tax expense(4,052)(2,638) (8,580)(6,077)
          Net income$115,995
$139,687
 $330,844
$337,830


For the Three Months Ended March 31,

20192018
Revenues:

     Self-Storage Operations$271,003
$247,886
     Tenant Reinsurance29,797
27,034
          Total segment revenues$300,800
$274,920



Operating expenses:

     Self-Storage Operations$78,765
$72,753
     Tenant Reinsurance6,967
5,607
          Total segment operating expenses$85,732
$78,360



Net operating income:

     Self-Storage Operations$192,238
$175,133
     Tenant Reinsurance22,830
21,427
          Total segment net operating income:$215,068
$196,560



Other components of net income (loss):

Property management fees and other income$10,746
$10,565
General and administrative expense(22,678)(21,464)
Depreciation and amortization expense(54,659)(51,749)
     Interest expense(47,360)(40,966)
Non-cash interest expense related to the amortization of discount on equity component of exchangeable senior notes(1,162)(1,209)
     Interest income1,388
1,438
     Equity in earnings of unconsolidated real estate ventures2,630
3,597
     Income tax expense(1,813)(1,342)
          Net income$102,160
$95,430


15.COMMITMENTS AND CONTINGENCIES


As of March 31,September 30, 2019, the Company was involved in various legal proceedings and was subject to various claims and complaints arising in the ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period, notwithstanding the fact that the Company is currently vigorously defending any legal proceedings against it.



27



EXTRA SPACE STORAGE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)
Amounts in thousands, except store and share data, unless otherwise stated


As of March 31,September 30, 2019, the Company was under agreement to acquire six4 stores at a total purchase price of $67,028. Of these$41,828. These stores three are scheduled to close in 2019 at a purchase price of $31,600, and three are scheduled to close in 2020 at a purchase price of $35,428.2020. Additionally, the Company is under agreement to acquire six5 stores with joint venture partners, for a total investment of $25,346. Five$31,384. NaN of these stores are scheduled to close in 2019 and the remaining store isstores are expected to close in 2020.


Although there can be no assurance, the Company is not aware of any material environmental liability, for which it believes it will be ultimately responsible, that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s stores, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to its stores could result in future material environmental liabilities.
16.     
16.SUBSEQUENT EVENTS


Subsequent to March 31,On October 29, 2019, the Company sold one store locatedinvested $150.0 million in New York for a totalshares of newly issued convertible preferred stock of SmartStop Self Storage REIT, Inc. ("SmartStop"), with an additional commitment to purchase price of $11,781. The Company recognized a gain of approximately $1,200 relatedup to this sale.

On April 25, 2019, all$50.0 million of the Company's 296,020 Series C Units were converted into 270,710 OP Units.preferred shares over the next 12 months. The dividend rate for the preferred shares is 6.25% per annum, subject to increase after five years. The preferred shares are generally not redeemable for five years, except in the case of a change of control or initial listing of SmartStop.




ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Amounts in thousands, except store and share data


CAUTIONARY LANGUAGE


The following discussion and analysis should be read in conjunction with our unaudited “Condensed Consolidated Financial Statements” and the “Notes to Condensed Consolidated Financial Statements (unaudited)” appearing elsewhere in this report and the “Consolidated Financial Statements,” “Notes to Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Form 10-K for the year ended December 31, 2018. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-Q entitled “Statement on Forward-Looking Information.”


CRITICAL ACCOUNTING POLICIES


Our discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements contained elsewhere in this report, which have been prepared in accordance with GAAP. Our notes to the unaudited condensed consolidated financial statements contained elsewhere in this report and the audited financial statements contained in our Form 10-K for the year ended December 31, 2018 describe the significant accounting policies essential to our unaudited condensed consolidated financial statements. Preparation of our financial statements requires estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions that we have used are appropriate and correct based on information available at the time they were made. These estimates, judgments and assumptions can affect our reported assets and liabilities as of the date of the financial statements, as well as the reported revenues and expenses during the period presented. If there are material differences between these estimates, judgments and assumptions and actual facts, our financial statements may be affected.


In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. There are areas in which our judgment in selecting among available alternatives would not produce a materially different result, but there are some areas in which our judgment in selecting among available alternatives would produce a materially different result. See the notes to the unaudited condensed consolidated financial statements that contain additional information regarding our accounting policies and other disclosures.


OVERVIEW


We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”), formed to own, operate, manage, acquire, develop and redevelop self-storage properties (“stores”). We derive substantially all of our revenues from our two segments: storage operations and tenant reinsurance. Primary sources of revenue for our storage operations segment include rents received from tenants under leases at each of our wholly-owned stores. Our operating results depend materially on our ability to lease available self-storage units, to actively manage unit rental rates, and on the ability of our tenants to make required rental payments. Consequently, management spends a significant portion of their time maximizing cash flows from our diverse portfolio of stores. Revenue from our tenant reinsurance segment consists of insurance revenues from the reinsurance of risks relating to the loss of goods stored by tenants in our stores.
Our stores are generally situated in highly visible locations clustered around large population centers. These areas enjoy above average population growth and income levels. The clustering of our assets around these population centers enables us to reduce our operating costs through economies of scale. To maximize the performance of our stores, we employ industry-leading revenue management systems. Developed internally, these systems enable us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions. We believe our systems and processes allow us to more pro-actively manage revenues.
We operate in competitive markets, often where consumers have multiple stores from which to choose. Competition has impacted, and will continue to impact, our store results. We experience seasonal fluctuations in occupancy levels, with occupancy levels generally higher in the summer months due to increased moving activity. We believe that we are able to respond quickly and effectively to changes in local, regional and national economic conditions by adjusting rental rates through



the combination of our revenue management team and our proprietary pricing systems. We consider a store to be in the lease-up stage after it has been issued a certificate of occupancy, but before it has achieved stabilization. We consider a store to be stabilized once it has achieved either an 80% occupancy rate for a full year measured as of January 1 of the current year, or has been open for three years prior to January 1 of the current year.


PROPERTIES


As of March 31,September 30, 2019, we owned or had ownership interests in 1,1191,167 operating stores. Of these stores, 891920 are wholly-owned, fourfive are in consolidated joint ventures, and 224242 are in unconsolidated joint ventures. In addition, we managed an additional 577630 stores for third parties bringing the total number of stores which we own and/or manage to 1,696.1,797. These stores are located in 40 states, Washington, D.C. and Puerto Rico. The majority of our stores are clustered around large population centers. The clustering of assets around these population centers enables us to reduce our operating costs through economies of scale. Our acquisitions have given us an increased scale in many core markets as well as a foothold in many markets where we had no previous presence.


As of March 31,September 30, 2019, approximately 930,0001,020,000 tenants were leasing storage units at the operating stores that we own and/or manage, primarily on a month-to-month basis, providing the flexibility to increase rental rates over time as market conditions permit. Existing tenants generally receive rate increases at least annually, for which no direct correlation has been drawn to our vacancy trends. Although leases are short-term in duration, the typical tenant tends to remain at our stores for an extended period of time. For stores that were stabilized as of March 31,September 30, 2019, the average length of stay was approximately 15.215.6 months.


The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was $16.31$16.42 for the three months ended March 31,September 30, 2019, compared to $15.65$15.95 for the three months ended March 31,September 30, 2018. Average annual rent per square foot for new leases was $18.50$18.34 for the three months ended March 31,September 30, 2019, compared to $17.48$18.21 for the three months ended March 31,September 30, 2018. The average discounts, as a percentage of rental revenues, at all stabilized properties during these periods were 3.4%3.6% and 4.3%4.5%, respectively.


Our store portfolio is made up of different types of construction and building configurations. Most often sites are what we consider “hybrid” stores, a mix of drive-up and multi-floor buildings. We have a number of multi-floor buildings with elevator access only, and a number of stores featuring ground-floor access only.




The following table presents additional information regarding net rentable square feet and the number of stores by state.


March 31, 2019September 30, 2019
REIT OwnedJoint Venture OwnedManagedTotalREIT OwnedJoint Venture OwnedManagedTotal
LocationProperty CountNet Rentable Square FeetProperty CountNet Rentable Square FeetProperty CountNet Rentable Square FeetProperty CountNet Rentable Square Feet
Property Count(1)
Net Rentable Square FeetProperty CountNet Rentable Square FeetProperty CountNet Rentable Square FeetProperty CountNet Rentable Square Feet
Alabama8
557,516
1
75,566
12
811,735
21
1,444,817
8
557,143
1
75,801
13
866,846
22
1,499,790
Arizona23
1,622,735
7
467,320
12
948,118
42
3,038,173
23
1,623,112
7
467,460
17
1,359,605
47
3,450,177
California158
12,195,525
41
3,025,712
64
5,879,157
263
21,100,394
165
12,663,924
41
3,021,681
59
5,646,172
265
21,331,777
Colorado15
1,006,555
2
186,168
26
1,859,647
43
3,052,370
16
1,075,157
2
186,293
27
1,958,876
45
3,220,326
Connecticut7
527,073
7
624,603
3
199,868
17
1,351,544
7
529,455
7
626,227
4
284,432
18
1,440,114
Delaware

1
76,945
1
68,701
2
145,646


1
76,945
1
70,653
2
147,598
Florida86
6,599,932
22
1,715,499
81
6,125,434
189
14,440,865
91
6,969,378
34
2,543,565
82
6,361,651
207
15,874,594
Georgia59
4,563,780
5
431,277
14
1,071,004
78
6,066,061
59
4,563,704
5
431,477
17
1,283,478
81
6,278,659
Hawaii9
603,370


7
399,420
16
1,002,790
13
843,974


4
209,215
17
1,053,189
Idaho



4
420,636
4
420,636




7
711,074
7
711,074
Illinois31
2,401,157
7
569,218
27
1,863,119
65
4,833,494
36
2,725,286
7
570,172
30
2,121,546
73
5,417,004
Indiana15
949,675
1
57,286
12
768,938
28
1,775,899
15
950,359
1
58,086
13
850,080
29
1,858,525
Kansas1
49,838
2
108,370
1
70,120
4
228,328
1
50,142
2
108,770
1
70,420
4
229,332
Kentucky11
923,226
1
51,128
4
311,898
16
1,286,252
11
928,307
1
51,128
4
311,138
16
1,290,573
Louisiana2
150,555


1
136,305
3
286,860
2
150,555


3
299,802
5
450,357
Maryland32
2,586,980
8
618,498
24
1,725,335
64
4,930,813
32
2,587,910
8
618,640
26
1,807,234
66
5,013,784
Massachusetts45
2,870,740
10
640,127
8
590,529
63
4,101,396
46
2,972,797
10
641,063
8
605,365
64
4,219,225
Michigan7
558,759
4
313,245
1
102,247
12
974,251
7
561,966
4
314,331
1
102,147
12
978,444
Minnesota4
301,405


9
610,773
13
912,178
5
382,301


9
615,894
14
998,195
Mississippi3
215,912


4
254,990
7
470,902
3
215,812


4
256,550
7
472,362
Missouri5
332,891
2
119,275
9
650,913
16
1,103,079
5
333,580
2
119,275
9
608,303
16
1,061,158
Nebraska



2
164,094
2
164,094




2
164,494
2
164,494
Nevada14
1,034,772
4
472,891
6
773,862
24
2,281,525
14
1,035,845
4
472,981
5
533,505
23
2,042,331
New Hampshire2
136,135
2
83,685
1
61,535
5
281,355
2
136,135
2
84,325
1
61,535
5
281,995
New Jersey59
4,637,859
17
1,245,571
9
715,431
85
6,598,861
59
4,658,053
17
1,246,731
10
825,939
86
6,730,723
New Mexico11
721,305
3
163,710
9
735,598
23
1,620,613
11
722,310
6
349,860
12
891,950
29
1,964,120
New York23
1,706,869
13
1,118,845
15
846,553
51
3,672,267
27
1,968,598
16
1,404,529
19
1,122,883
62
4,496,010
North Carolina18
1,319,420
5
367,375
19
1,505,249
42
3,192,044
19
1,411,295
5
374,010
21
1,586,691
45
3,371,996
Ohio17
1,304,290
5
326,227
4
258,353
26
1,888,870
17
1,314,894
5
327,053
6
398,956
28
2,040,903
Oklahoma



19
1,574,532
19
1,574,532




19
1,577,962
19
1,577,962
Oregon6
399,592
4
281,328
8
510,476
18
1,191,396
6
399,941
4
281,689
9
598,810
19
1,280,440
Pennsylvania18
1,346,685
7
510,126
19
1,365,746
44
3,222,557
18
1,350,092
7
510,446
19
1,369,890
44
3,230,428
Rhode Island2
130,846


1
84,665
3
215,511
2
130,846


1
84,665
3
215,511
South Carolina23
1,755,709
7
497,303
15
1,146,492
45
3,399,504
23
1,757,606
7
497,578
19
1,399,429
49
3,654,613
Tennessee17
1,419,101
12
803,011
12
903,941
41
3,126,053
17
1,403,456
12
804,121
16
1,150,636
45
3,358,213
Texas99
8,523,539
10
706,130
68
5,527,913
177
14,757,582
100
8,605,464
10
706,854
78
6,281,835
188
15,594,153
Utah10
709,653


15
992,310
25
1,701,963
10
710,204


17
1,272,392
27
1,982,596
Virginia46
3,671,173
7
564,443
14
1,009,715
67
5,245,331
46
3,681,166
7
565,118
14
1,003,892
67
5,250,176
Washington8
591,036
1
57,340
3
209,002
12
857,378
8
589,997
1
57,340
7
480,838
16
1,128,175
Washington, DC1
99,664
1
104,070
2
139,173
4
342,907
1
100,039
1
104,058
3
186,048
5
390,145
Wisconsin

5
500,815
4
327,555
9
828,370


5
505,806
5
445,529
10
951,335
Puerto Rico



8
916,250
8
916,250




8
916,616
8
916,616
Totals895
68,525,272
224
16,883,107
577
44,637,332
1,696
130,045,711
925
70,660,803
242
18,203,413
630
48,754,976
1,797
137,619,192


(1)    Includes five consolidated joint venture stores.





RESULTS OF OPERATIONS


Comparison of the three and nine months ended March 31,September 30, 2019 and 2018


Overview
Results for the three and nine months ended March 31,September 30, 2019 included the operations of 1,1191,167 stores (891(920 wholly-owned, fourfive in consolidated joint ventures, and 224242 in joint ventures accounted for using the equity method) compared to the results for the three and nine months ended March 31,September 30, 2018, which included the operations of 1,0671,099 stores (851(872 wholly-owned, twofour in consolidated joint ventures, and 214223 in joint ventures accounted for using the equity method).


Revenues
The following table presents information on revenues earned for the periods indicated: 
For the Three Months Ended March 31, 
 
For the Three Months Ended September 30, 
 
 For the Nine Months Ended September 30, 
 
2019 2018 $ Change % Change2019 2018 $ Change
 % Change 2019 2018 $ Change
 % Change
Revenues:                      
Property rental$271,003
 $247,886
 $23,117
 9.3%$290,917
 $266,728
 $24,189
 9.1% $841,504
 $772,742
 $68,762
 8.9%
Tenant reinsurance29,797
 27,034
 2,763
 10.2%33,588
 30,105
 3,483
 11.6% 95,086
 85,660
 9,426
 11.0%
Management fees and other income10,746
 10,565
 181
 1.7%13,000
 10,120
 2,880
 28.5% 36,063
 30,849
 5,214
 16.9%
Total revenues$311,546
 $285,485
 $26,061
 9.1%$337,505
 $306,953
 $30,552
 10.0% $972,653
 $889,251
 $83,402
 9.4%


Property Rental—The increase in property rental revenues for the three and nine months ended March 31,September 30, 2019 was primarily the result of revenues from newly-acquired stores and increases in rental rates at our stabilized stores. An increaseIncreases of $12,238 was associated with$15,173 and $38,542, respectively, were attributable to store acquisitions completed in 2019 and 2018. We acquired 1416 wholly-owned stores and 27 leased properties (as part of a new net lease agreement signed) during the threenine months ended March 31, 2019 andSeptember 30, 2019. We acquired 34 stores during the year ended December 31, 2018. An increaseIncreases of $10,078 was$8,253 and $27,400 for the three and nine months ended September 30, 2019, respectively, were due to higher net rental rate increasesrates for new and existing customers at our stabilized stores.


Tenant Reinsurance—The increase in our tenant reinsurance revenues was due primarily to an increase in the number of stores operated. We operated 1,6961,797 stores at March 31,September 30, 2019 compared to 1,5231,606 stores at March 31,September 30, 2018.


Management Fees and Other Income—Management fees and other income primarily represent the fee collected for our management of stores owned by third parties and unconsolidated joint ventures and other transaction fee income. The increase for the three and nine months ended September 30, 2019 was primarily due to an increase in the number of stores managed. As of September 30, 2019, we managed 630 stores for third parties, compared to 507 stores as of September 30, 2018, and we also managed 247 stores for joint ventures as of September 30, 2019, compared to 227 as of September 30, 2018.


Expenses
The following table presents information on expenses for the periods indicated:
For the Three Months Ended March 31,    For the Three Months Ended September 30, 
 
 For the Nine Months Ended September 30, 
 
2019 2018 $ Change % Change2019 2018 $ Change % Change 2019 2018 $ Change
 % Change
Expenses:                      
Property operations$78,765
 $72,753
 $6,012
 8.3%$88,653
 $73,652
 $15,001
 20.4 % $248,288
 $219,488
 $28,800
 13.1%
Tenant reinsurance6,967
 5,607
 1,360
 24.3%7,644
 7,720
 (76) (1.0)% 21,593
 18,798
 2,795
 14.9%
General and administrative22,678
 21,464
 1,214
 5.7%22,519
 19,707
 2,812
 14.3 % 68,548
 62,822
 5,726
 9.1%
Depreciation and amortization54,659
 51,749
 2,910
 5.6%56,051
 52,283
 3,768
 7.2 % 165,116
 155,924
 9,192
 5.9%
Total expenses$163,069
 $151,573
 $11,496
 7.6%$174,867
 $153,362
 $21,505
 14.0 % $503,545
 $457,032
 $46,513
 10.2%



Property Operations—The increaseincreases in property operations expense during the three and nine months ended March 31,September 30, 2019 waswere due primarily to an increaseincreases of $3,702 related$9,872 and $18,588, respectively, attributable to store acquisitions completed in 2019 and 2018. We acquired 1416 wholly-owned stores and 27 leased properties (as part of a new net lease agreement signed) during the threenine months ended March 31, 2019 andSeptember 30, 2019. We acquired 34 stores during the year ended December 31, 2018. An additional $2,054 wasAdditional increases of $4,748 and $9,098 for the three and nine months ended September 30, 2019, respectively, were related to an increase in expenses from property taxes marketing and insurancemarketing at stabilized stores.




Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The
change increase in tenant reinsurance expense for nine months ended September 30, 2019 was due primarily to an increase in the number of stores we owned and/or managed.managed and an increase in the overall average payout on claims when compared to the nine months ended September 30, 2018.


General and Administrative—General and administrative expenses primarily include all expenses not directly related to our stores, including corporate payroll, office expense, office rent, travel and professional fees. We did not observe any material trends in specific payroll, travel or other expenses apart from the increase due to the management of additional stores.


Depreciation and Amortization—Depreciation and amortization expense increased as a result of the acquisition of new stores. We acquired 1416 stores during the threenine months ended March 31, 2019 andSeptember 30, 2019. We acquired 34 stores during the year ended December 31, 2018.


Other Revenues and Expenses
The following table presents information about other revenues and expenses for the periods indicated:
For the Three Months Ended March 31,     For the Three Months Ended September 30, 
 
 For the Nine Months Ended September 30, 
 
2019 2018 $ Change % Change 2019 2018 $ Change % Change 2019 2018 $ Change
 % Change
Other income and expenses:        

               
Gain on real estate transactions$
 $30,807
 $(30,807) (100.0)% $1,205
 $30,807
 $(29,602) (96.1)%
Interest expense$(47,360) $(40,966) $(6,394) 15.6 % (46,908) (45,926) (982) 2.1 % (141,716) (130,239) (11,477) 8.8 %
Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes(1,162) (1,209) 47
 (3.9)% (1,186) (1,140) (46) 4.0 % (3,533) (3,525) (8) 0.2 %
Interest income1,388
 1,438
 (50) (3.5)% 2,799
 1,371
 1,428
 104.2 % 5,905
 3,997
 1,908
 47.7 %
Equity in earnings of unconsolidated real estate ventures2,630
 3,597
 (967) (26.9)% 2,704
 3,622
 (918) (25.3)% 8,455
 10,648
 (2,193) (20.6)%
Income tax expense(1,813) (1,342) (471) 35.1 % (4,052) (2,638) (1,414) 53.6 % (8,580) (6,077) (2,503) 41.2 %
Total other income (expense), net$(46,317) $(38,482) $(7,835) 20.4 % 

$(46,643) $(13,904) $(32,739) 235.5 % $(138,264) $(94,389) $(43,875) 46.5 %




Gain on Real Estate Transactions— The gain of $1,205 for the nine months ended September 30, 2019 was a result of the sale of one property in New York for $11,781. During the three and nine months ended September 30, 2018, we recorded a $30,671 gain on the sale of one property in California.

Interest Expense—The increase in interest expense during the three and nine months ended March 31,September 30, 2019 was primarily the result of an overall increase in totala higher average debt and interest ratesbalance when compared to the same periodperiods in the prior year. TheInformation on the total face value of our debt including our lines of credit, was $5,039,286 at March 31, 2019 compared to $4,557,414 at March 31, 2018. Additionally, theand average interest rate on our total fixed-for each quarter during the nine months ended September 30, 2019 and variable-rate debt at March 31, 2019 was 3.5%, compared to 3.4% as of March 31, 2018.2018 follows:



 For the Three Months Ended September 30, For the Three Months Ended June 30, For the Three Months Ended March 31,
 2019 2018 2019 2018 2019 2018
Total face value of debt$4,844,620 $4,803,360 $5,072,936 $4,809,483 $5,039,286 $4,557,414
Average interest rate of debt3.4% 3.5% 3.5% 3.4% 3.5% 3.4%


Non-cash Interest Expense Related to Amortization of Discount on Equity Component of Exchangeable Senior Notes—Represents the amortization of the discounts related to the equity components of the exchangeable senior notes issued by our Operating Partnership. The 2013 Notes and 2015 Notes both had an effective interest rate of 4.0% relative to the carrying amount of the liability.


Interest Income—Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions, interest earned on notes receivablebridge loans and income earned on note receivable from Common and Preferred Operating Partnership unit holders. In late 2018 we began to provide bridge financing on completed, including recently completed properties, owned by third parties that we manage. The increase in interest income during the three and nine months ended September 30, 2019 was primarily the result of interest earned on these bridge loans.


Equity in Earnings of Unconsolidated Real Estate Ventures—Equity in earnings of unconsolidated real estate ventures represents the income earned through our ownership interests in unconsolidated joint ventures. In these joint ventures, we and our joint venture partners generally receive a preferred return on our invested capital. To the extent that cash or profits in excess of these preferred returns are generated, we receive a higher percentage of the excess cash or profits. The decrease in earnings for the three and nine months ended September 30, 2019 related primarily to 12 properties that we purchased from joint ventures in January 2019.


Income Tax Expense—For the three and nine months ended March 31,September 30, 2019, the increase in income tax expense was the result of an increase in income earned by our taxable REIT subsidiary when compared to the same period in the prior year.


FUNDS FROM OPERATIONS


Funds from operations (“FFO”) provides relevant and meaningful information about our operating performance that is necessary, along with net income and cash flows, for an understanding of our operating results. We believe FFO is a meaningful disclosure as a supplement to net earnings. Net earnings assume that the values of real estate assets diminish predictably over time as reflected through depreciation and amortization expenses. The values of real estate assets fluctuate due to market conditions and we believe FFO more accurately reflects the value of our real estate assets. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income computed in accordance with GAAP, excluding gains or losses on sales of operating stores and impairment write downs of depreciable real estate assets, plus real estate related depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. We believe that to further understand our performance, FFO should be considered along with the reported net income and cash flows in accordance with GAAP, as presented in our condensed consolidated financial statements. FFO should not be considered a replacement of net income computed in accordance with GAAP.


The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income as an indication of our performance, as an alternative to net cash flow from operating activities, as a measure of our liquidity, or as an indicator of our ability to make cash distributions.



The following table presents the calculation of FFO for the periods indicated:
For the Three Months Ended March 31,For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 20182019 2018 2019 2018
Net income attributable to common stockholders$94,770
 $88,256
$108,087
 $130,418
 $307,685
 $313,827
          
Adjustments:          
Real estate depreciation50,773
 47,238
51,828
 48,673
 153,745
 144,018
Amortization of intangibles2,288
 2,639
1,184
 1,835
 5,281
 6,427
Gain on real estate transactions
 (30,807) (1,205) (30,807)
Unconsolidated joint venture real estate depreciation and amortization1,872
 1,512
2,160
 1,781
 5,944
 4,931
Distributions paid on Series A Preferred Operating Partnership units(572) (572)(572) (572) (1,716) (1,716)
Income allocated to Operating Partnership noncontrolling interests7,390
 7,174
7,908
 9,269
 23,159
 24,003
Funds from operations attributable to common stockholders and unit holders$156,521
 $146,247
$170,595
 $160,597
 $492,893
 $460,683


SAME-STORE RESULTS


Our same-store pool for the periods presented consists of 821 stores that are wholly-owned and operated and that were stabilized by the first day of the earliest calendar year presented. We consider a store to be stabilized once it has been open for three years or has sustained average square foot occupancy of 80% or more for one calendar year. We believe that by providing same-store results from a stabilized pool of stores, with accompanying operating metrics including, but not limited to: occupancy, rental revenue growth, operating expense growth, net operating income growth, etc., stockholders and potential investors are able to evaluate operating performance without the effects of non-stabilized occupancy levels, rent levels, expense levels, acquisitions or completed developments.  Same-store results should not be used as a basis for future same-store performance or for the performance of our stores as a whole. The following table presents operating data for our same-store portfolio.


For the Three Months Ended March 31, PercentFor the Three Months Ended September 30, Percent For the Nine Months Ended September 30, Percent
2019 2018 Change2019 2018 Change 2019 2018 Change
Same-store rental revenues$252,327
 $242,231
 4.2%$262,739
 $254,351
 3.3% $773,323
 $745,146
 3.8%
Same-store operating expenses71,814
 70,048
 2.5%73,731
 69,191
 6.6% 217,579
 208,569
 4.3%
Same-store net operating income$180,513
 $172,183
 4.8%$189,008
 $185,160
 2.1% $555,744
 $536,577
 3.6%
Same-store square foot occupancy as of quarter end91.6% 91.8% 
93.8% 93.8% 
 93.8% 93.8% 
Properties included in same-store821
 821
 
821
 821
 
 821 821 


Same-store revenues for the three and nine months ended March 31,September 30, 2019 increased due to higher net rental rates for both new and existing customers. Same-store expenses were higher for the three and nine months ended March 31,September 30, 2019 primarily due to increases in property taxes, marketing, and insurance, which wereproperty taxes. For the nine months ended September 30, 2019, the increase in same-store expenses was partially offset by decreases in payroll and benefits and utilities expense.



The following table presents a reconciliation of same-store net operating income to net income as presented on our condensed consolidated statements of operations for the periods indicated:
For the Three Months Ended March 31,For the Three Months Ended September 30, For the Nine Months Ended September 30,
2019 20182019 2018 2019 2018
Net Income$102,160
 $95,430
$115,995
 $139,687
 $330,844
 $337,830
Adjusted to exclude:          
Gain on real estate transactions
 (30,807) (1,205) (30,807)
Equity in earnings of unconsolidated joint ventures(2,630) (3,597)(2,704) (3,622) (8,455) (10,648)
Interest expense (includes non-cash interest)48,522
 42,175
Interest expense48,094
 47,066
 145,249
 133,764
Depreciation and amortization54,659
 51,749
56,051
 52,283
 165,116
 155,924
Income tax expense1,813
 1,342
4,052
 2,638
 8,580
 6,077
General and administrative (includes stock compensation)22,678
 21,464
General and administrative22,519
 19,707
 68,548
 62,822
Management fees, other income and interest income(12,134) (12,003)(15,799) (11,491) (41,968) (34,846)
Net tenant insurance(22,830) (21,427)(25,944) (22,385) (73,493) (66,862)
Non Same Store Revenue(18,676) (5,655)
Non Same Store Expense6,951
 2,705
Non same store revenue(28,178) (12,377) (68,181) (27,596)
Non same store expense14,922
 4,461
 30,709
 10,919
Total Same Store NOI$180,513
 $172,183
$189,008
 $185,160
 $555,744
 $536,577
          
Same-store rental revenues$252,327
 $242,231
$262,739
 $254,351
 $773,323
 $745,146
Same-store operating expenses71,814
 70,048
73,731
 69,191
 217,579
 208,569
Same-store net operating income$180,513
 $172,183
$189,008
 $185,160
 $555,744
 $536,577


CASH FLOWS


Cash flows from operating activities increased as expected froma result of our continued revenue growth. This growth in revenues throughwas due to increased rental rates along with theand an increase in the number of stores we own and operate. Cash flows used in investing activities relaterelates primarily to our acquisition and development of REIT and investments in unconsolidated real estate ventures, and fluctuate dependingjoint venture assets, as well as activity on our actions in those areas.bridge loan program. Cash flows from financing activities depend primarily on our debt and equity financing activities. A summary of cash flows along with significant components are as follows:

 For the Nine Months Ended September 30,
 2019 2018
Net cash provided by operating activities$544,466
 $529,027
Net cash used in investing activities(356,377) (317,029)
Net cash used in financing activities(194,064) (231,459)
    
Significant components of net cash flow included:   
Net income$330,844
 $337,830
Depreciation and amortization165,116
 155,924
Acquisition and development of new stores(321,527) (372,387)
Gain on real estate transactions(1,205) (30,807)
Proceeds from sale of real estate assets, investments in real estate ventures and other assets11,254
 51,889
Issuance of notes receivable, net of principal payments received(11,466) 11,337
Proceeds from the sale of common stock, net of offering costs198,852
 33,780
Net proceeds (payments) from our debt financing(26,614) 83,527
Dividends paid on common stock(341,535) (315,608)



 For the Three Months Ended March 31,
 2019 2018
Net cash provided by operating activities$169,339
 $171,608
Net cash used in investing activities(246,975) (30,928)
Net cash provided by (used in) financing activities51,774
 (172,660)
    
Significant components of net cash flow included:   
Net income$102,160
 $95,430
Depreciation and amortization54,659
 51,749
Acquisition and development of new stores(228,398) (87,228)
Investment in unconsolidated real estate ventures(17,395) (438)
Net proceeds (payments) from our debt financing168,052
 (64,668)
Dividends paid on common stock(109,523) (98,327)


We believe that cash flows generated by operations, along with our existing cash and cash equivalents, the availability of funds under our existing lines of credit, and our access to capital markets will be sufficient to meet all of our reasonably anticipated cash needs during the next 12 months. These cash needs include operating expenses, monthly debt service payments, recurring capital expenditures, acquisitions, redevelopments and expansions, distributions to unit holders and dividends to stockholders necessary to maintain our REIT qualification.


We expect to generate positive cash flow from operations in 2019, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds under our existing lines of credit, curtail planned capital expenditures, or seek other additional sources of financing.


LIQUIDITY AND CAPITAL RESOURCES
As of March 31,September 30, 2019, we had $38,988$62,277 available in cash and cash equivalents. Our cash and cash equivalents are held in accounts managed by third party financial institutions and consist of invested cash and cash in our operating accounts. During 2019 and 2018, we experienced no loss or lack of access to our cash or cash equivalents; however, there can be no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.


As of March 31,September 30, 2019, we had $5,039,286$4,844,620 face value of debt, resulting in a debt to total enterprise value ratio of 26.7%23.0%. As of March 31,September 30, 2019, the ratio of total fixed-rate debt and other instruments to total debt was 72.0%77.2% (including $2,221,885$2,338,048 on which we have interest rate swaps that have been included as fixed-rate debt). The weighted average interest rate of the total of fixed- and variable-rate debt at March 31,September 30, 2019 was 3.5%3.4%. Certain of our real estate assets are pledged as collateral for our debt. We are subject to certain restrictive covenants relating to our outstanding debt. We were in compliance with all financial covenants at March 31,September 30, 2019.


We expect to fund our short-term liquidity requirements, including operating expenses, recurring capital expenditures, dividends to stockholders, distributions to holders of Operating Partnership units and interest on our outstanding indebtedness, out of our operating cash flow, cash on hand and borrowings under our revolving lines of credit. In addition, we are pursuing additional sources of financing based on anticipated funding needs.


Our liquidity needs consist primarily of operating expenses, monthly debt service payments, recurring capital expenditures, dividends to stockholders and distributions to unit holders necessary to maintain our REIT qualification. We may from time to time seek to repurchase our outstanding debt, shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In addition, we evaluate, on an ongoing basis, the merits of strategic acquisitions and other relationships, which may require us to raise additional funds. We may also use Operating Partnership units as currency to fund acquisitions from self-storage owners.




OFF-BALANCE SHEET ARRANGEMENTS


Except as disclosed in the notes to our consolidated financial statements of our most recently filed Annual Report on Form 10-K, we do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, except as disclosed in the notes to our condensed consolidated financial statements, we have not guaranteed any obligations of unconsolidated entities, nor do we have any commitments or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.


SEASONALITY


The self-storage business is subject to seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has been at the end of July, while our lowest level of occupancy has been in late February and early March. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.




ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows and fair values of financial instruments are dependent upon prevailing market interest rates.


Interest Rate Risk
Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.
As of March 31,September 30, 2019, we had approximately $5.0$4.8 billion in total face value of debt, of which approximately $1.4$1.1 billion was subject to variable interest rates (excluding debt with interest rate swaps). If LIBOR were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable-rate debt would increase or decrease future earnings and cash flows by approximately $14.1$11.0 million annually.
Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.


ITEM 4.CONTROLS AND PROCEDURES


(1)Disclosure Controls and Procedures


We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


We have a disclosure committee that is responsible for considering the materiality of information and determining our disclosure obligations on a timely basis. The disclosure committee meets quarterly and reports directly to our Chief Executive Officer and Chief Financial Officer.




We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.


(2)Changes in internal control over financial reporting


There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.






PART II.     OTHER INFORMATION


ITEM 1.LEGAL PROCEEDINGS


We are involved in various legal proceedings and are subject to various claims and complaints arising in the ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. We could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations in any particular period, notwithstanding the fact that we are currently vigorously defending any legal proceedings against us.


ITEM 1A.RISK FACTORS


In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition and results of operations. There have been no material changes to the risk factors described in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2018. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations.


ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


On March 12, 2019, our Operating Partnership issued 228,916 Series D Units in connection with the acquisition of one store in New York. The store was acquired by a joint venture in which we contributed cash of $6.1 million as well as the Series D Units, valued at $5.7 million.None.

On February 12, 2019, our Operating Partnership issued 709,008 Series D Units in connection with the acquisition of one store in New York. The store was acquired by a joint venture in which we contributed cash of $0.2 million as well as the Series D Units, valued at $17.7 million.

The terms of the Series D Units are governed by the Operating Partnership's Fourth Amended and Restated Agreement of
Limited Partnership. The Series D Units will be redeemable at the option of the holders on the first anniversary of the date
of issuance, which redemption obligation may be satisfied, at our option, in cash or shares of our common stock.

The Series D Units were issued to accredited investors in private placements in reliance on Section 4(a)(2) of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


ITEM 3.DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.MINE SAFETY DISCLOSURES


Not Applicable.


ITEM 5.OTHER INFORMATION


None.






ITEM 6.EXHIBITS
10.1
31.1
31.2
32.1
101The following materials from Extra Space Storage Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2019, are formatted in XBRL (eXtensible Business Reporting Language): (1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Operations, (3) the Condensed Consolidated Statements of Comprehensive Income (4) the Condensed Consolidated Statement of Noncontrolling Interests and Equity, (5) the Condensed Consolidated Statements of Cash Flows and (6) notes to these financial statements.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  EXTRA SPACE STORAGE INC.
  Registrant
   
Date: May 7,November 5, 2019 /s/ Joseph D. Margolis
  Joseph D. Margolis
  
Chief Executive Officer
(Principal Executive Officer)
   
Date: May 7,November 5, 2019 /s/ P. Scott Stubbs
  P. Scott Stubbs
  Executive Vice President and Chief Financial Officer
  (Principal Financial Officer)




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