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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 11-K

 


 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2009

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the Transition Period From              to             

 

Commission File No. 001-32269

 


 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Extra Space Management, Inc. 401(k) Plan

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Extra Space Storage, Inc.

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

 

 

 



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Extra Space Management, Inc. 401(k) Plan

Financial Statements and Supplemental Schedules

Years Ended December 31, 2009 and 2008

 

Table of Contents

 

Report of Independent Registered Public Accounting Firm

3

Financial Statements

4

Statements of Assets Available for Benefits

4

Statement of Changes in Assets Available for Benefits

5

Notes to Financial Statements

6

Supplemental Schedules

11

Schedule of Assets (Held at End of Year)

11

Schedule of Delinquent Participant Contributions

12

Signatures

13

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm

14

 

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Report of Independent Registered Public Accounting Firm

 

To The Plan Administrator of the

Extra Space Management, Inc. 401(k) Plan

 

We have audited the accompanying statements of assets available for benefits of the Extra Space Management, Inc. 401(k) Plan (the Plan) as of December 31, 2009 and 2008, and the related statement of changes in assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Extra Space Management, Inc. 401(k) Plan as of December 31, 2009 and 2008, and the changes in assets available for benefits for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

 

Our audits of the financial statements were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2009, and supplemental Schedule H, line 4a — Schedule of Delinquent Participant Contributions, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the U.S. Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management.  The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

/s/ Tanner LC

Salt Lake City, Utah

June 29, 2010

 

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Extra Space Management, Inc. 401(k) Plan

Statements of Assets Available for Benefits

 

 

 

December 31,

 

 

 

2009

 

2008

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value

 

$

19,669,374

 

$

14,473,818

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Participant contributions

 

58

 

2,770

 

Employer contributions

 

46

 

5,191

 

 

 

 

 

 

 

Total assets available for benefits, at fair value

 

$

19,669,478

 

$

14,481,779

 

 

See accompanying notes to financial statements.

 

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Extra Space Management, Inc. 401(k) Plan

Statement of Changes in

Assets Available for Benefits

 

 

 

For the year ended

 

 

 

December 31, 2009

 

 

 

 

 

Additions to assets attributed to:

 

 

 

Net appreciation in fair value of investments

 

$

3,473,401

 

Interest and dividends

 

395,232

 

 

 

 

 

Net investment income

 

3,868,633

 

 

 

 

 

Contributions:

 

 

 

Participants

 

1,935,123

 

Employer

 

1,022,321

 

Rollover

 

14,019

 

 

 

 

 

Total contributions

 

2,971,463

 

 

 

 

 

Total additions

 

6,840,096

 

 

 

 

 

Deductions from assets attributed to:

 

 

 

Benefits paid to participants

 

1,640,146

 

Administrative expenses

 

12,251

 

 

 

 

 

Total deductions

 

1,652,397

 

 

 

 

 

Increase in assets available for benefits

 

5,187,699

 

 

 

 

 

Assets available for benefits:

 

 

 

Beginning of year

 

14,481,779

 

 

 

 

 

End of year

 

$

19,669,478

 

 

See accompanying notes to financial statements.

 

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Extra Space Management, Inc. 401(k) Plan

Notes to Financial Statements

 

1.               DESCRIPTION OF PLAN

 

The following description of the Extra Space Management, Inc. (the “Sponsor”) 401(k) Plan (the “Plan”) provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan which covers all employees who have reached age 21.  Field employees are eligible after one year of service and corporate employees are eligible after 90 days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.  Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

 

Extra Space Storage, Inc. (the “Company”) appoints a committee to administer the Plan.  At December 31, 2009, the Plan Administrative Committee is comprised of four members of management with Fidelity Management Trust Company (“Fidelity” and or the “Trustee”) acting as Trustee.

 

Contributions

 

Contributions are made to the Plan by both employees and the Sponsor.  Employee contributions to the Plan are deferrals of the employee’s compensation made through a direct reduction of compensation in each payroll period.  Participating employees may contribute a percentage of their annual compensation up to 60% of eligible compensation or $16,500.  The Plan also provides participants who are age 50 or older by the end of the calendar year and who are making deferral contributions to the Plan the option to make catch-up contributions up to $5,500 for the year.  The Sponsor matches 100% of the employees’ pretax contributions not in excess of 3% of the employees’ compensation, plus 50% of the amount of the employees’ pretax contributions that exceed 3% of the employees’ compensation, the sum of which may not exceed 5% of the employees’ compensation.  The Plan Sponsor, at its discretion, may make an additional matching contribution, not to exceed 4% of the employees’ compensation.  Participants direct the investment of their contributions and the Sponsor’s match into various investment options offered by the Plan.

 

Participant Accounts

 

Each participant’s account is adjusted for the participant’s contribution, the Sponsor’s matching contribution, expenses, and earnings and losses specifically identified with the participant’s investment account.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting

 

Participants are immediately vested in their contributions and the Sponsor’s matching contributions.

 

Participant Loans

 

Participants may borrow from their Plan accounts up to an amount equal to the lesser of $50,000 or 50% of their account balance.  The loans are secured by the balance in the participant’s account and bear interest at rates ranging from 5.25% to 10.25%.  The maturities of these loans range from January 1, 2010 to December 15, 2017.  Principal and interest are paid ratably by the participant through payroll deductions.

 

Payment of Benefits

 

Upon termination of service due to death, disability, or retirement, a participant may receive a lump-sum amount equal to the vested benefits in his or her account.  Under certain circumstances, including financial hardship, participants may withdraw their contributions prior to the occurrence of these events.  The Plan Administrators make determinations related to hardship withdrawals.  Vested accounts for terminated employees which do not exceed $5,000 but are greater than $1,000 are automatically rolled over into an individual retirement account (IRA).  Accounts which are less than $1,000 are automatically distributed in a lump sum.

 

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2.              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying financial statements of the Plan are prepared using the accrual method of accounting in accordance with U.S. generally accepted accounting principles.

 

Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrators to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s valuation methodology used to measure the fair values of mutual funds and common stocks were derived from quoted market prices as all of these instruments have active markets. The money market portfolio is stated at cost, which approximates fair value. The valuation techniques used to measure fair value of participant loans, all of which mature by the end of 2017 and are secured by vested account balances of borrowing participants, were derived using a discounted cash flow model with inputs derived from unobservable market data.

 

Net appreciation (depreciation) in the fair value of investments includes realized and unrealized gains (losses) on investments, and is recognized in income currently.  Net unrealized gains (losses) represent the difference between the book value (which represents the prior year ending fair value, or cost if the investment was purchased during the year) and the fair value of investments held at year-end.  Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Dividends and interest are reinvested as earned.

 

Administrative Expenses

 

The Sponsor pays all administrative expenses of the Plan, except for the loan processing fees and fees associated with additional participant services. The fees associated with loan processing and additional services are paid by the participant’s account.  Total administrative fees paid by the Sponsor were $11,000 for the year ended December 31, 2009.

 

Payment of Benefits

 

Benefits are recorded when paid by the Plan.

 

Fair Value Measurements

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A hierarchy has been established to measure fair value which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Significant other observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data.

 

Level 3 — Significant unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

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The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured at fair value on a recurring basis as of December 31, 2009 and 2008.

 

 

 

December 31, 2009

 

Description

 

Totals

 

Level 1

 

Level 2

 

Level 3

 

Mutual funds

 

$

15,738,980

 

$

15,738,980

 

$

 

$

 

Money Market Portfolio

 

2,968,415

 

2,968,415

 

 

 

Common stocks

 

363,379

 

363,379

 

 

 

Participant loans

 

598,600

 

 

 

598,600

 

Total assets at fair value

 

$

19,669,374

 

$

19,070,774

 

$

 

$

598,600

 

 

 

 

December 31, 2008

 

Description

 

Totals

 

Level 1

 

Level 2

 

Level 3

 

Mutual funds

 

$

10,821,319

 

$

10,821,319

 

$

 

$

 

Money Market Portfolio

 

3,063,871

 

3,063,871

 

 

 

Common stock

 

126,070

 

126,070

 

 

 

Participant loans

 

462,558

 

 

 

462,558

 

Total assets at fair value

 

$

14,473,818

 

$

14,011,260

 

$

 

$

462,558

 

 

The Plan’s valuation methodology used to measure the fair values of mutual funds, money market and common stocks were derived from quoted market prices as all of these instruments have active markets. The valuation techniques used to measure fair value of participant loans above, all of which mature by the end of 2017 and are secured by vested account balances of borrowing participants, were derived using a discounted cash flow model with inputs derived from unobservable market data. The participant loans are included at their carrying values, in the statements of assets available for benefits, which approximated their fair values at December 31, 2009 and 2008.

 

Following is a reconciliation of the beginning and ending balances for the participant loans that are re-measured on a recurring basis using significant unobservable inputs (Level 3):

 

Balance at January 1, 2009

 

$

462,558

 

New loans issued

 

401,236

 

Loan principal repayments

 

(228,634

)

Loans distributed

 

(36,560

)

Balance at December 31, 2009

 

$

598,600

 

 

3.              PLAN INVESTMENTS

 

The following table presents the fair value of investments as of December 31, 2009 and 2008.  Investments that represent 5% or more of the Plan’s assets available for benefits are separately identified.  All investments are participant directed.

 

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December 31,

 

 

 

2009

 

2008

 

Mutual funds:

 

 

 

 

 

PIMCO Total Return Fund

 

$

2,686,329

 

$

2,043,216

 

Fidelity Spartan U.S. Equity Index

 

2,668,914

 

1,941,468

 

Fidelity International Discovery Fund

 

2,009,300

 

1,642,535

 

Fidelity Capital Appreciation Fund

 

1,998,136

 

1,652,340

 

MSIF Mid Cap Growth

 

1,291,844

 

 

Other funds

 

5,084,457

 

3,541,760

 

Extra Space Storage Inc. common stock

 

363,379

 

126,070

 

Fidelity Retirement Money Market Portfolio

 

2,968,415

 

3,063,871

 

Participant loans

 

598,600

 

462,558

 

Total investments

 

$

19,669,374

 

$

14,473,818

 

 

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During 2009, the Plan’s investments in mutual funds and Extra Space Storage, Inc. common stock (including investments bought, sold and held during the year) appreciated in value as follows:

 

Mutual funds

 

$

3,343,990

 

Extra Space Storage Inc. common stock

 

129,411

 

 

 

$

3,473,401

 

 

4.              RELATED PARTY TRANSACTIONS

 

As of December 31, 2009, the Plan’s investments consisted of mutual funds issued by the Trustee and participant loans extended to participants.  The Trustee is considered a party in interest because it manages the Plan’s assets.  Participants are also considered parties in interest.

 

Transactions associated with the shares of common stock of the Company are also considered exempt party-in-interest transactions.  As of December 31, 2009, the Plan held 31,421 shares of Company common stock.  Total outstanding Company common stock as of December 31, 2009, was 86,721,841 shares.

 

During the year ended December 31, 2009, the Plan had the following transactions involving the Company’s common stock:

 

Shares purchased

 

38,753

 

Shares sold

 

19,444

 

Cost of shares purchased

 

$

261,005

 

Loss realized on shares sold

 

$

(12,043

)

Dividend income earned

 

$

12,139

 

 

5.              RISKS AND UNCERTAINTIES

 

The Plan provides for investment in various investment securities.  In general, these securities are exposed to various risks, such as interest rate, market, and credit in addition to changes in economic conditions.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the accompanying statements of assets available for benefits.

 

6.              INCOME TAX STATUS

 

The Plan has adopted a non-standardized prototype plan for which the Internal Revenue Service has issued an opinion letter dated October 9, 2003, covering the qualification of the Plan under the appropriate sections of the Internal Revenue Code.  The Plan Administrators believe that the Plan continues to operate in accordance with the requirements to qualify for tax-exempt status.  Accordingly, no provision for income taxes is included in the accompanying financial statements.

 

7.              DELINQUENT TRANSFERS OF PARTICIPANT CONTRIBUTIONS

 

The Sponsor was delinquent in transferring $144,034 in participant contributions to the Plan during the year ended December 31, 2009.  The Sponsor paid $193 in voluntary fiduciary corrective additional contributions throughout 2009 related to the delinquent transfers.

 

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Extra Space Management, Inc. 401(k) Plan

Schedule H, Part IV, Line 4i

Schedule of Assets (Held at End of Year)

 

December 31, 2009

 

Employer Identification Number: 87-0405300

Plan Number: 001

 

(a)

 

 

 

(c)

 

 

 

 

 

Party in

 

(b)

 

Description

 

Number of

 

(e)

 

Interest

 

Identity of Issue

 

of Investments

 

Units

 

Current Value

 

*

 

Fidelity Retirement Money Market Portfolio

 

Money Market

 

2,968,415

 

$

2,968,415

 

 

 

PIMCO Total Return Fund

 

Mutual Fund

 

248,734

 

2,686,329

 

*

 

Fidelity Spartan U.S. Equity Index

 

Mutual Fund

 

67,687

 

2,668,914

 

*

 

Fidelity International Discovery Fund

 

Mutual Fund

 

66,204

 

2,009,300

 

*

 

Fidelity Capital Appreciation Fund

 

Mutual Fund

 

93,240

 

1,998,136

 

 

 

Morgan Stanley Institutional Fund Trust Mid Cap

 

Mutual Fund

 

47,303

 

1,291,844

 

 

 

Loomis Sayles Small Cap Value Fund

 

Mutual Fund

 

46,107

 

978,845

 

*

 

Fidelity Balanced Fund

 

Mutual Fund

 

58,130

 

950,999

 

*

 

Fidelity Capital & Income Fund

 

Mutual Fund

 

57,140

 

492,547

 

 

 

Royce Value Plus Fund

 

Mutual Fund

 

40,368

 

453,736

 

*

 

Freedom Fund 2020

 

Mutual Fund

 

31,325

 

393,133

 

 

 

American Beacon Investor Class (Lg Cap Val)

 

Mutual Fund

 

23,814

 

391,024

 

 

 

Janus Overseas

 

Mutual Fund

 

8,904

 

378,258

 

*

 

Extra Space Storage Common Stock

 

Common Stock

 

31,421

 

362,908

 

 

 

GS Mid Cap Value A

 

Mutual Fund

 

10,940

 

317,055

 

*

 

Freedom Fund 2035

 

Mutual Fund

 

12,110

 

124,250

 

*

 

Freedom Fund 2040

 

Mutual Fund

 

15,493

 

110,927

 

*

 

Freedom Fund 2030

 

Mutual Fund

 

8,644

 

107,097

 

 

 

Davis NY Venture Fund, Inc. Class A

 

Mutual Fund

 

3,287

 

101,825

 

*

 

Freedom Fund 2015

 

Mutual Fund

 

5,949

 

61,984

 

*

 

Fidelity Spartan International Index Fund

 

Mutual Fund

 

1,420

 

47,499

 

*

 

Freedom Fund 2045

 

Mutual Fund

 

5,535

 

46,879

 

*

 

Freedom Fund 2010

 

Mutual Fund

 

3,554

 

44,464

 

*

 

Freedom Fund 2025

 

Mutual Fund

 

4,256

 

44,219

 

*

 

Freedom Fund 2050

 

Mutual Fund

 

2,215

 

18,491

 

*

 

Freedom Fund Income

 

Mutual Fund

 

1,547

 

16,614

 

*

 

Freedom Fund 2000

 

Mutual Fund

 

268

 

3,041

 

*

 

Freedom Fund 2005

 

Mutual Fund

 

156

 

1,567

 

*

 

Extra Space Stock Purchase Account

 

Common Stock

 

0

 

471

 

*

 

Fidelity Value Fund

 

Mutual Fund

 

1

 

3

 

 

 

 

 

 

 

 

 

 

 

*

 

Loans to participants, at cost, which approximates fair value, at interest rates ranging from 5.25% to 10.25% and maturities ranging from January 1, 2010 to December 15, 2017.

 

 

 

 

 

598,600

 

 

 

 

 

 

 

 

 

$

 19,669,374

 

 


 

 

* Denotes a party-in-interest as defined by ERISA.

 

 

Note: Column (d), cost, has been omitted as all investments are participant directed.

 

See accompanying report of independent registered public accounting firm.

 

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Extra Space Management, Inc. 401(k) Plan

Schedule H, Part IV, Line 4a

Schedule of Delinquent Participant Contributions

 

For the Year Ended December 31, 2009

 

Employer Identification Number: 87-0405300

Plan Number: 001

 

Participant
Contributions
Transferred Late to the
Plan

 

Total That Constitute
Nonexempt Prohibited
Transactions

 

Corrective Additional
Contributions Made by
Plan Sponsor *

 

$

 144,034

 

$

144,034

 

$

193

 

 


*  The plan sponsor made these corrective contribution payments throughout 2009.

 

See accompanying report of independent registered public accounting firm.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

Extra Space Management, Inc. 401(k) Plan

 

 

 

 

 

 

Date: June 29, 2010

 

/s/ Kent W. Christensen

 

 

Kent W. Christensen

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

13