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Acquisitions and Dispositions | 9 Months Ended
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Sep. 30, 2024
Real Estate [Abstract] |
Acquisitions and Dispositions | ACQUISITIONS AND DISPOSITIONS The Life Storage Merger On July 20, 2023, the Company closed its merger with Life Storage (the “Life Storage Merger”), which included 757 wholly-owned stores and one consolidated joint venture store. Under the terms of the Life Storage Merger, Life Storage stockholders and holders of units of the Life Storage operating partnership received 0.895 of a share of common stock (or OP Unit, as applicable) of the Company for each issued and outstanding share (or operating partnership unit) of Life Storage they owned for total equity consideration of $11,602,808, based on the Company's closing share price on July 19, 2023. At closing, the Company retired $1,160,000 in balances on Life Storage's line of credit which included $375,000 that Life Storage used to pay off its private placement notes in connection with the closing of the Life Storage Merger. The Company also paid off $32,000 in secured loans. On July 25, 2023, the Company completed obligor exchange offers and consent solicitations (together the “Exchange Offers”) related to Life Storage's various senior notes. Upon the closing of the Exchange Offers, a total of $2,351,100 of Life Storage's senior notes were exchanged for senior notes of the same tenor of Extra Space Storage L.P. The remaining Life Storage senior note balances which were not exchanged total $48,900 and no longer have any financial reporting requirements or covenants. Consideration and Purchase Price Allocation The Life Storage Merger was accounted for as an asset acquisition in accordance with ASC Topic 805 which requires that the cost of an acquisition be allocated on a relative fair value basis to the assets acquired and the liabilities assumed. The following table summarizes the fair value of total consideration transferred in the Life Storage Merger:
Consideration Type | July 20, 2023
Common stock | $ | 11,353,338 |
OP units | 249,470 |
Cash for payoff of Life Storage credit facility and debt | 1,192,000 |
Transaction Costs | 55,318 |
Total consideration | $ | 12,850,127 |
The following table summarizes the estimated fair values assigned to the assets acquired and liabilities assumed:
| July 20, 2023
Real estate assets | $ | 14,587,735 |
Equity investment in joint venture partnerships | 325,250 |
Cash and other assets | 107,423 |
Intangible assets - other | 82,000 |
Trade name | 50,000 |
Unsecured senior notes | (2,106,866) |
Accounts payable, accrued expenses and other liabilities | (191,077) |
Noncontrolling interests | (4,338) |
Fair value of net assets acquired | $ | 12,850,127 |
Fair Value Measurement The estimated fair values of assets acquired and liabilities assumed were primarily based on information that was available as of the closing date of the Life Storage Merger. The methodology used to estimate the fair values to apply purchase accounting and the ongoing financial statement impact, if any, are summarized below. •Real estate assets – Real estate assets acquired were recorded at fair value using standard valuation methodologies, including the cost and market approaches. The remaining useful lives for real estate assets, excluding land, were reset to 39 years. Tenant relationships for storage leases were recorded at fair value based on estimated costs the Company avoided to replace them. Tenant relationships are amortized to expense over 18 months, which is based on the Company’s historical experience with turnover in its stores. •Equity investment in joint venture partnerships – Equity investment in joint venture partnerships were recorded at fair value based on a direct capitalization of net operating income. •Intangible assets - other – Customer relationships relating to tenant reinsurance contracts were recorded at fair value based on the income approach which estimates the potential revenue loss the Company avoided to replace them. These assets are amortized to expense over 36 months, which is based on the Company’s historical experience with average length of stay for tenants. •Trade name – Trade names were recorded at fair value based on royalty payments avoided had the trade name been owned by a third party. This is determined using market royalty rates and a discounted cash flow analysis under the relief-from-royalty method. This method incorporates various assumptions, including projected revenue growth rates, the terminal growth rate, the royalty rate to be applied, and the discount rate utilized. The trade name is an indefinite lived asset and as such is not amortized. During the three months ended September 30, 2024, the Company decided to operate all stores under a single brand. As a result of that decision, the Company deemed the Life Storage trade name intangible asset to be impaired and recognized a loss for the full value of the asset. •Unsecured senior notes – Unsecured senior notes were recorded at fair value using readily available market data. The below-market value of debt is recorded as a debt discount and reported as a reduction of the unsecured senior notes, net balance on the condensed consolidated balance sheets. The discount is amortized using the effective interest method as an increase to interest expense over the remaining terms of the unsecured senior notes. •Other assets and liabilities – The carrying values of cash, accounts receivable, prepaids and other assets, accounts payable, accrued expenses and other liabilities represented the fair values. Store Acquisitions The following table shows the Company’s acquisitions of stores for the three and nine months ended September 30, 2024 and 2023. The table excludes purchases of raw land and improvements made to existing assets. All store acquisitions are considered asset acquisitions under ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.”
|  |  |  | Total
Period | Number of Stores |  | Cash Paid |  | Loan Assumed | Finance Lease Liability | Investments in Real Estate Ventures | Net Liabilities/ (Assets) Assumed | Value of Equity Issued |  | Real estate assets
Q3 2024 | 11 |  | $ | 159,196 |  |  | $ | — |  | $ | — |  | $ | — |  | $ | 1,431 |  | $ | — |  |  | $ | 160,627 |
Q2 2024 | 3 |  | 27,644 |  |  | — |  | — |  | — |  | 97 |  | $ | — |  |  | 27,741 |
Q1 2024 | 6 |  | 35,084 |  |  | — |  | — |  | — |  | 171 |  | $ | — |  |  | 35,255 |
Total 2024 | 20 |  | $ | 221,924 |  |  | $ | — |  | $ | — |  | $ | — |  | $ | 1,699 |  | $ | — |  |  | $ | 223,623 |
Q3 2023 | 3 |  | $ | 18,578 |  |  | $ | — |  | $ | — |  | $ | — |  | $ | 86 |  | $ | — |  |  | $ | 18,664 |
Q2 2023 | 3 |  | 32,888 |  |  | — |  | — |  | — |  | 26 |  | — |  |  | 32,914 |
Q1 2023 | 1 |  | 13,111 |  |  | — |  | — |  | — |  | 6 |  | — |  |  | 13,117 |
Total 2023 | 7 |  | $ | 64,577 |  |  | $ | — |  | $ | — |  | $ | — |  | $ | 118 |  | $ | — |  |  | $ | 64,695 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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