LIFE STORAGE, INC. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number:

1-13820 (Life Storage, Inc.)

0-24071 (Life Storage LP)

LIFE STORAGE, INC.

LIFE STORAGE LP

(Exact name of Registrant as specified in its charter)


Maryland (Life Storage, Inc.)	16-1194043 (Life Storage, Inc.)
Delaware (Life Storage LP)	16-1481551 (Life Storage LP)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6467 Main Street

Williamsville, NY 14221

(Address of principal executive offices) (Zip code)

(716) 633-1850

(Registrant’s telephone number including area code)

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.


Life Storage, Inc.	Yes ☒	No ☐

Life Storage LP	Yes ☒	No ☐

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).


Life Storage, Inc.	Yes ☒	No ☐
Life Storage LP	Yes ☒	No ☐

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.

Life Storage, Inc.:


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

Emerging Growth Company	☐

Life Storage LP:


Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller Reporting Company	☐

Emerging Growth Company	☐

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.


Life Storage, Inc.	☐

Life Storage LP	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Life Storage, Inc.	Yes ☐	No ☒

Life Storage LP	Yes ☐	No ☒

Securities registered pursuant to Section 12(b) of the Act:

Life Storage, Inc.:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LSI	New York Stock Exchange

Life Storage LP:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

As of October 29, 2021, 82,021,172 shares of Common Stock, $.01 par value per share, were outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2021 of Life Storage, Inc. (the “Parent Company”) and Life Storage LP (the “Operating Partnership”). The Parent Company is a real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we,” “us,” or “our” used in this report may refer to the Company, the Parent Company and/or the Operating Partnership.

Life Storage Holdings, Inc., a wholly-owned subsidiary of the Parent Company (“Holdings”), is the sole general partner of the Operating Partnership; the Parent Company is a limited partner of the Operating Partnership, and through its ownership of Holdings and its limited partnership interest, controls the operations of the Operating Partnership, holding a 98.6% ownership interest therein as of September 30, 2021, assuming the conversion of all preferred operating partnership units at that date. The remaining ownership interests in the Operating Partnership are held by certain former owners of assets acquired by the Operating Partnership. As the owner of the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

Management operates the Parent Company and the Operating Partnership as one enterprise. The management teams of the Parent Company and the Operating Partnership are identical.

There are few differences between the Parent Company and the Operating Partnership, which are reflected in the note disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as a consolidated enterprise. The Parent Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the owner of the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and, directly or indirectly, holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership.

The substantive difference between the Parent Company’s filings and the Operating Partnership’s filings is the fact that the Parent Company is a REIT with public equity, while the Operating Partnership is a partnership with no publicly traded equity. In the financial statements, this difference is primarily reflected in the equity (or capital for the Operating Partnership) section of the consolidated balance sheets and in the Shareholders’ Equity and Partners’ Capital notes to the financial statements. Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.

The Company believes that combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into a single report will:



facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;



remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and



create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real

estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.

As the owner of the general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

This report also includes separate Item 4 - Controls and Procedures sections, signature pages and Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Parent Company and the Chief Executive Officer and the Chief Financial Officer of the Operating Partnership have made the requisite certifications and that the Parent Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended and 18 U.S.C. §1350.

Part I. Financial Information

Item 1. Financial Statements

LIFE STORAGE, INC.

CONSOLIDATED BALANCE SHEETS


(dollars in thousands, except share data)	September 30, 2021 (unaudited)			December 31, 2020
Assets
Investment in storage facilities:
Land	$	1,078,022		$	951,813
Building, equipment, and construction in progress		5,165,247			4,378,510
		6,243,269			5,330,323
Less: accumulated depreciation		(970,924	)		(873,178	)
Investment in storage facilities, net		5,272,345			4,457,145
Cash and cash equivalents		136,157			54,400
Accounts receivable		15,845			15,464
Receivable from unconsolidated joint ventures		589			1,064
Investment in unconsolidated joint ventures		161,834			143,042
Prepaid expenses		11,740			8,326
Trade name		16,500			16,500
Other assets		46,407			31,907
Total Assets	$	5,661,417		$	4,727,848
Liabilities
Line of credit	$	—		$	—
Term notes, net		2,157,418			2,155,457
Accounts payable and accrued liabilities		128,824			112,654
Deferred revenue		24,925			17,416
Mortgages payable		37,220			37,777
Total Liabilities		2,348,387			2,323,304
Noncontrolling redeemable Preferred Operating Partnership Units at redemption value		90,241			—
Noncontrolling redeemable Common Operating Partnership Units at redemption value		40,811			26,446
Shareholders’ Equity
Common stock $.01 par value, 200,000,000 shares authorized, 82,017,283 shares outstanding at September 30, 2021 (74,211,920 at December 31, 2020)		820			495
Additional paid-in capital		3,482,742			2,671,311
Dividends in excess of net income		(297,230	)		(288,667	)
Accumulated other comprehensive loss		(4,354	)		(5,041	)
Total Shareholders’ Equity		3,181,978			2,378,098
Total Liabilities and Shareholders’ Equity	$	5,661,417		$	4,727,848

See notes to consolidated financial statements.

LIFE STORAGE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands, except per share data)	2021			2020			2021			2020
Revenues
Rental income	$	182,937		$	135,965		$	496,316		$	393,701
Other operating income		25,319			20,345			71,090			56,565
Total operating revenues		208,256			156,310			567,406			450,266
Expenses
Property operations and maintenance		42,638			36,199			119,953			101,297
Real estate taxes		21,397			17,729			61,794			52,751
General and administrative		16,141			13,369			45,407			38,498
Depreciation and amortization		37,158			33,018			106,287			90,335
Total operating expenses		117,334			100,315			333,441			282,881
Gain on sale of real estate		—			—			—			302
Income from operations		90,922			55,995			233,965			167,687
Other income (expenses)
Interest expense		(21,350	)		(20,544	)		(62,470	)		(61,056	)
Interest and dividend income		2			8			787			14
Equity in income of joint ventures		1,477			1,829			4,126			3,915
Net income		71,051			37,288			176,408			110,560
Net income attributable to noncontrolling preferred interests in the Operating Partnership		(476	)		—			(476	)		—
Net income attributable to noncontrolling common interests in the Operating Partnership		(301	)		(193	)		(760	)		(576	)
Net income attributable to common shareholders	$	70,274		$	37,095		$	175,172		$	109,984
Earnings per common share attributable to common shareholders – basic	$	0.89		$	0.52		$	2.27		$	1.56
Earnings per common share attributable to common shareholders – diluted	$	0.89		$	0.52		$	2.27		$	1.56
Common shares used in basic earnings per share calculation		78,961,434			70,835,763			77,135,429			70,372,985
Common shares used in diluted earnings per share calculation		79,179,816			70,949,859			77,303,339			70,478,471
Dividends declared per common share	$	0.74		$	0.71		$	2.22		$	2.14

See notes to consolidated financial statements.

LIFE STORAGE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2021			2020			2021			2020
Net income	$	71,051		$	37,288		$	176,408		$	110,560
Other comprehensive income:
Effective portion of gain on derivatives net of reclassification to interest expense		229			230			687			688
Total comprehensive income		71,280			37,518			177,095			111,248

Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(778	)		(194	)		(1,239	)		(580	)
Comprehensive income attributable to common shareholders	$	70,502		$	37,324		$	175,856		$	110,668

See notes to consolidated financial statements.

LIFE STORAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


(dollars in thousands)	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Operating Activities
Net income	$	176,408		$	110,560
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		106,287			90,335
Amortization of debt issuance costs and bond discount		3,185			3,033
Gain on sale of real estate		—			(302	)
Equity in income of joint ventures		(4,126	)		(3,915	)
Distributions from unconsolidated joint ventures		10,359			9,246
Non-vested stock earned		4,603			3,380
Deferred income taxes		(43	)		1,266
Other		(236	)		(178	)
Changes in assets and liabilities (excluding the effects of acquisitions):
Accounts receivable		(271	)		(1,562	)
Prepaid expenses		(3,562	)		(2,710	)
Receipts from (advances to) joint ventures		475			(2,254	)
Accounts payable and other liabilities		10,402			1,396
Deferred revenue		4,614			3,421
Net cash provided by operating activities		308,095			211,716
Investing Activities
Acquisition of storage facilities, net of cash acquired		(773,859	)		(417,930	)
Improvements, equipment additions, and construction in progress		(54,310	)		(37,622	)
Return of investment in unconsolidated joint ventures		36,911			28,008
Investment in unconsolidated joint ventures		(57,397	)		(21,862	)
Loans to unconsolidated subsidiaries		—			(35,850	)
Loan payments received from unconsolidated subsidiaries		—			35,850
Property deposits		(11,914	)		(129	)
Net cash used in investing activities		(860,569	)		(449,535	)
Financing Activities
Net proceeds from sale of common stock		807,185			155,614
Proceeds from line of credit		459,000			285,000
Repayments of line of credit		(459,000	)		(350,000	)
Proceeds from term notes, net of discount		—			398,096
Debt issuance costs		(88	)		(3,480	)
Dividends paid - common stock		(170,666	)		(150,357	)
Distributions to noncontrolling interest holders		(740	)		(785	)
Payments to acquire equity in consolidated subsidiary from noncontrolling interests		—			(2,000	)
Redemption of Operating Partnership Units		(256	)		(265	)
Mortgage principal payments		(364	)		(306	)
Net cash provided by financing activities		635,071			331,517
Net decrease in cash and restricted cash		82,597			93,698
Cash and restricted cash at beginning of period		58,771			21,556
Cash and restricted cash at end of period	$	141,368		$	115,254
Supplemental cash flow information
Cash paid for interest, net of interest capitalized	$	56,359		$	57,816
Cash paid for income taxes, net of refunds	$	940		$	859

See notes to consolidated financial statements.

LIFE STORAGE LP

CONSOLIDATED BALANCE SHEETS


(dollars in thousands)	September 30, 2021 (unaudited)			December 31, 2020
Assets
Investment in storage facilities:
Land	$	1,078,022		$	951,813
Building, equipment, and construction in progress		5,165,247			4,378,510
		6,243,269			5,330,323
Less: accumulated depreciation		(970,924	)		(873,178	)
Investment in storage facilities, net		5,272,345			4,457,145
Cash and cash equivalents		136,157			54,400
Accounts receivable		15,845			15,464
Receivable from unconsolidated joint ventures		589			1,064
Investment in unconsolidated joint ventures		161,834			143,042
Prepaid expenses		11,740			8,326
Trade name		16,500			16,500
Other assets		46,407			31,907
Total Assets	$	5,661,417		$	4,727,848
Liabilities
Line of credit	$	—		$	—
Term notes, net		2,157,418			2,155,457
Accounts payable and accrued liabilities		128,824			112,654
Deferred revenue		24,925			17,416
Mortgages payable		37,220			37,777
Total Liabilities		2,348,387			2,323,304
Limited partners’ preferred redeemable capital interest at redemption value (3,590,603 and 0 units outstanding at September 30, 2021 and December 31, 2020, respectively)		90,241			—
Limited partners’ common redeemable capital interest at redemption value (344,531 and 334,149 units outstanding at September 30, 2021 and December 31, 2020, respectively)		40,811			26,446
Partners’ Capital
General partner (859,529 and 745,461 units outstanding at September 30, 2021 and December 31, 2020, respectively)		33,130			24,045
Limited partners 81,157,754 and 73,466,459 units outstanding at September 30, 2021 and December 31, 2020, respectively)		3,153,202			2,359,094
Accumulated other comprehensive loss		(4,354	)		(5,041	)
Total Partners’ Capital		3,181,978			2,378,098
Total Liabilities and Partners’ Capital	$	5,661,417		$	4,727,848

See notes to consolidated financial statements.

LIFE STORAGE LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands, except per unit data)	2021			2020			2021			2020
Revenues
Rental income	$	182,937		$	135,965		$	496,316		$	393,701
Other operating income		25,319			20,345			71,090			56,565
Total operating revenues		208,256			156,310			567,406			450,266
Expenses
Property operations and maintenance		42,638			36,199			119,953			101,297
Real estate taxes		21,397			17,729			61,794			52,751
General and administrative		16,141			13,369			45,407			38,498
Depreciation and amortization		37,158			33,018			106,287			90,335
Total operating expenses		117,334			100,315			333,441			282,881
Gain on sale of real estate		—			—			—			302
Income from operations		90,922			55,995			233,965			167,687
Other income (expenses)
Interest expense		(21,350	)		(20,544	)		(62,470	)		(61,056	)
Interest and dividend income		2			8			787			14
Equity in income of joint ventures		1,477			1,829			4,126			3,915
Net income		71,051			37,288			176,408			110,560
Net income attributable to noncontrolling preferred interests in the Operating Partnership		(476	)		—			(476	)		—
Net income attributable to noncontrolling common interests in the Operating Partnership		(301	)		(193	)		(760	)		(576	)
Net income attributable to common unitholders	$	70,274		$	37,095		$	175,172		$	109,984
Earnings per common unit attributable to common unitholders – basic	$	0.89		$	0.52		$	2.27		$	1.56
Earnings per common unit attributable to common unitholders – diluted	$	0.89		$	0.52		$	2.27		$	1.56
Common units used in basic earnings per unit calculation		78,961,434			70,835,763			77,135,429			70,372,985
Common units used in diluted earnings per unit calculation		79,179,816			70,949,859			77,303,339			70,478,471
Distributions declared per common unit	$	0.74		$	0.71		$	2.22		$	2.14
Net income attributable to general partner	$	711		$	373		$	1,764		$	1,106
Net income attributable to limited partners	$	69,563		$	36,722		$	173,408		$	108,878

See notes to consolidated financial statements.

LIFE STORAGE LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2021			2020			2021			2020
Net income	$	71,051		$	37,288		$	176,408		$	110,560
Other comprehensive income:
Effective portion of gain on derivatives net of reclassification to interest expense		229			230			687			688
Total comprehensive income		71,280			37,518			177,095			111,248
Comprehensive income attributable to noncontrolling interests in the Operating Partnership		(778	)		(194	)		(1,239	)		(580	)
Comprehensive income attributable to common unitholders	$	70,502		$	37,324		$	175,856		$	110,668

See notes to consolidated financial statements.

LIFE STORAGE LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


(dollars in thousands)	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Operating Activities
Net income	$	176,408		$	110,560
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		106,287			90,335
Amortization of debt issuance costs and bond discount		3,185			3,033
Gain on sale of real estate		—			(302	)
Equity in income of joint ventures		(4,126	)		(3,915	)
Distributions from unconsolidated joint ventures		10,359			9,246
Non-vested stock earned		4,603			3,380
Deferred income taxes		(43	)		1,266
Other		(236	)		(178	)
Changes in assets and liabilities (excluding the effects of acquisitions):
Accounts receivable		(271	)		(1,562	)
Prepaid expenses		(3,562	)		(2,710	)
Receipts from joint ventures		475			(2,254	)
Accounts payable and other liabilities		10,402			1,396
Deferred revenue		4,614			3,421
Net cash provided by operating activities		308,095			211,716
Investing Activities
Acquisition of storage facilities, net of cash acquired		(773,859	)		(417,930	)
Improvements, equipment additions, and construction in progress		(54,310	)		(37,622	)
Return of investment in unconsolidated joint ventures		36,911			28,008
Investment in unconsolidated joint ventures		(57,397	)		(21,862	)
Loans to unconsolidated subsidiaries		—			(35,850	)
Loan payments received from unconsolidated subsidiaries		—			35,850
Property deposits		(11,914	)		(129	)
Net cash used in investing activities		(860,569	)		(449,535	)
Financing Activities
Net proceeds from sale of partnership units		807,185			155,614
Proceeds from line of credit		459,000			285,000
Repayments of line of credit		(459,000	)		(350,000	)
Proceeds from term notes, net of discount		—			398,096
Debt issuance costs		(88	)		(3,480	)
Distributions to unitholders		(170,666	)		(150,357	)
Distributions to noncontrolling interest holders		(740	)		(785	)
Payments to acquire equity in consolidated subsidiary from noncontrolling interests		—			(2,000	)
Redemption of Operating Partnership Units		(256	)		(265	)
Mortgage principal payments		(364	)		(306	)
Net cash provided by financing activities		635,071			331,517
Net decrease in cash and restricted cash		82,597			93,698
Cash and restricted cash at beginning of period		58,771			21,556
Cash and restricted cash at end of period	$	141,368		$	115,254
Supplemental cash flow information
Cash paid for interest, net of interest capitalized	$	56,359		$	57,816
Cash paid for income taxes, net of refunds	$	940		$	859

See notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements of Life Storage, Inc. (the “Parent Company”) and Life Storage LP (the “Operating Partnership”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Share and per share amounts and unit and per unit amounts as of and for the periods ending September 30, 2020 and December 31, 2020 have been adjusted to reflect the impact of the three-for-two distribution of common stock announced by the Company on January 4, 2021 and distributed on January 27, 2021 to shareholders and unitholders of record on January 15, 2021.

2. ORGANIZATION

The Parent Company operates as a self-administered and self-managed real estate investment trust (a “REIT”) that owns and operates self-storage properties. All of the Parent Company’s assets are owned by, and all its operations are conducted through, the Operating Partnership. Life Storage Holdings, Inc., a wholly-owned subsidiary of the Parent Company (“Holdings”), is the sole general partner of the Operating Partnership; the Parent Company is a limited partner of the Operating Partnership and, through its ownership of Holdings and its limited partnership interest, controls the operations of the Operating Partnership, holding a 98.6% ownership interest therein as of September 30, 2021, assuming the conversion of all preferred operating partnership units at that date. The remaining ownership interests in the Operating Partnership (the “Units”) are held by certain former owners of assets acquired by the Operating Partnership. The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company.” In addition, terms such as “we,” “us,” or “our” used in this report may refer to the Company, the Parent Company and/or the Operating Partnership.

At September 30, 2021, we had an ownership interest in and/or managed 1,016 self-storage properties in 34 states. Among our 1,016 self-storage properties are 102 properties that we manage for unconsolidated joint ventures (see Note 10) and 255 properties that we manage and in which we have no ownership interest.

We consolidate all wholly owned subsidiaries. Partially owned entities, including joint ventures, are consolidated when we control the entity. Our consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, Life Storage Solutions, LLC (one of the Parent Company’s taxable REIT subsidiaries), Warehouse Anywhere LLC, and all other wholly owned subsidiaries. Prior to July 2, 2020, the Company owned 60% of Warehouse Anywhere LLC. On July 2, 2020, the Company acquired the remaining ownership interest in Warehouse Anywhere LLC. All intercompany transactions and balances have been eliminated. Investments in joint ventures that we do not control but over which we have significant influence are accounted for using the equity method.

Included in the Parent Company’s consolidated balance sheets are noncontrolling redeemable Operating Partnership Units and included in the Operating Partnership’s consolidated balance sheets are limited partners’ redeemable capital interests at redemption value. These interests are presented in the “mezzanine” section of the consolidated balance sheets because they do not meet the functional definition of a liability or equity under current accounting literature. These represent the outside ownership interests of the limited partners in the Operating Partnership. There were 344,531 and 334,149 common noncontrolling redeemable Operating Partnership Units outstanding at September 30, 2021 and December 31, 2020, respectively, and 3,590,603 and 0 preferred noncontrolling redeemable Operating Partnership Units outstanding at September 30, 2021 and December 31, 2020, respectively. On August 19, 2021, the Company issued 3,590,603 preferred noncontrolling redeemable Operating Partnership Units in connection with the acquisition of certain self-storage facilities. The preferred noncontrolling redeemable Operating Partnership Units rank senior to all other partnership interests with respect to distributions and liquidation.

The common unitholders are entitled to receive distributions per unit equivalent to the dividends declared per share on the Parent Company’s common stock. The preferred unitholders are entitled to receive a fixed priority return of 4.5% and the preferred noncontrolling redeemable Operating Partnership Units are convertible at the option of the unitholders after the earlier of (i) the first anniversary of the date of issuance, (ii) the date of death of an initial holder who is a natural person or (iii) the sale, lease or conveyance of all or substantially all of the assets of the Operating Partnership, into common noncontrolling redeemable Operating Partnership Units. Upon any such conversion, each preferred noncontrolling redeemable Operating Partnership Unit being converted shall be convertible into a number of common Operating Partnership Units equal to the quotient of (i) the stated value of the preferred noncontrolling redeemable Operating Partnership Units being converted (such stated value being $25.00 per preferred noncontrolling

redeemable Operating Partnership Unit) plus any accrued and unpaid distributions, divided by (ii) the average closing price of the Parent Company's common stock over the 90 consecutive trading days ending the trading day preceding the date of conversion. The Operating Partnership is obligated to redeem each of the common noncontrolling redeemable Operating Partnership Units at the request of the holder thereof for cash equal to the fair market value of a share of the Parent Company’s common stock based on a 10-day average of the daily market price, at the time of such redemption, provided that the Company, at its option, may elect to acquire any such Unit presented for redemption for one common share or cash.

The Company accounts for the noncontrolling redeemable Operating Partnership Units under the provisions of Accounting Standards Codification (ASC) Topic 480-10-S99. The application of the ASC Topic 480-10-S99 accounting model requires the noncontrolling interest to follow normal noncontrolling interest accounting and then be marked to redemption value at the end of each reporting period if higher (but never adjusted below that normal noncontrolling interest accounting amount) for the common noncontrolling redeemable Operating Partnership Units. The offset to the adjustment to the carrying amount of the common noncontrolling redeemable Operating Partnership Units is reflected in the Company’s dividends in excess of net income and in the Operating Partnership’s general partner and limited partners capital balances. Accordingly, in the accompanying consolidated balance sheets, common noncontrolling redeemable Operating Partnership Units are reflected at redemption value at September 30, 2021 and December 31, 2020, equal to the number of common noncontrolling interest units outstanding multiplied by the fair market value of the Parent Company’s common stock at that date. Redemption value exceeded the value determined under the Company’s historical basis of accounting at those dates. ASC Topic 480-10-S99 requires the preferred noncontrolling redeemable Operating Partnership Units to be valued at fair value as of the date of issuance and to continue to be recorded at the value determined at initial measurement plus any accrued distributions.

The following is a reconciliation of the Parent Company’s common noncontrolling redeemable Operating Partnership Units and the Operating Partnership’s limited partners’ redeemable common capital interest for the period:


(dollars in thousands)	Nine Months Ended September 30, 2021
Beginning balance	$	26,446
Net income attributable to noncontrolling common interests in the Operating Partnership		760
Issuance of units		1,500
Redemption of units		(224	)
Distributions		(740	)
Adjustment to redemption value		13,069
Ending balance	$	40,811

During the nine months ended September 30, 2021, the Operating Partnership issued 12,882 common noncontrolling redeemable Operating Partnership Units with a fair value of $1.5 million as part of the consideration paid to acquire certain self-storage properties. The fair value of these units on the date of issuance was determined based upon the fair market value of the Company’s common stock on that date.

The following is a reconciliation of the Parent Company’s preferred noncontrolling redeemable Operating Partnership Units and the Operating Partnership’s limited partners’ redeemable preferred capital interest for the period:


(dollars in thousands)	Nine Months Ended September 30, 2021
Beginning balance	$	—
Net income attributable to noncontrolling preferred interests in the Operating Partnership		476
Issuance of units		89,765
Ending balance	$	90,241

The disaggregated revenues of the Company presented in accordance with ASC Topic 606 “Revenue from Contracts with Customers” are as follows:


(dollars in thousands)	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Rental income	$	182,937	$	135,965	$	496,316	$	393,701
Management and acquisition fee income		5,360		4,518		16,091		13,107
Revenues related to tenant reinsurance		15,485		11,616		41,810		32,508
Other		4,474		4,211		13,189		10,950
Total operating revenues	$	208,256	$	156,310	$	567,406	$	450,266

Management and acquisition fee income and revenues related to tenant reinsurance are included in other operating income in the consolidated statements of operations.

During the nine months ended September 30, 2021, approximately 18% and 13% of the Company’s revenue was derived from self-storage facilities in the states of Texas and Florida, respectively.

3. STOCK BASED COMPENSATION

The Company accounts for stock-based compensation under the provisions of ASC Topic 718, “Compensation - Stock Compensation.” The Company recognizes compensation cost in its financial statements for all share-based payments granted, modified, or settled during the period.

For awards with graded vesting, compensation cost is recognized on a straight-line basis over the related vesting period.

For the three months ended September 30, 2021 and 2020, the Company recorded compensation expense of $1,683,000 and $1,107,000, respectively, related to amortization of non-vested stock grants and performance-based awards. For the nine months ended September 30, 2021 and 2020, the Company recorded compensation expense of $4,603,000 and $3,380,000, respectively, related to amortization of non-vested stock grants and performance-based awards.

No stock options were exercised by employees or directors during the three and nine months ended September 30, 2021 and 2020. During the three months ended September 30, 2021 and 2020, 563 and 379 shares of non-vested stock, respectively, vested. During the nine months ended September 30, 2021 and 2020, 29,913 and 17,775 shares of non-vested stock, respectively, vested.

During the nine months ended September 30, 2021, the Company issued 36,666 shares of non-vested stock to employees and directors which vest over periods ranging from one to five years. The per-share fair market value on the date of grant of the non-vested stock issued during the nine months ended September 30, 2021 ranged from $84.06 to $123.32, resulting in an aggregate fair value of $3.7 million.

During the nine months ended September 30, 2021, the Company granted performance-based awards that entitle recipients to earn up to 19,500 shares of Company stock if certain performance criteria are achieved over a three-year period. The Company estimated the aggregate fair value of the awards on the grant date to be $0.8 million.

In September 2021, the Company announced that current Chief Operating Officer, Edward Killeen, would be retiring effective December 31, 2021. In conjunction with this announcement, the vesting periods of certain restricted stock awards previously granted to Mr. Killeen were accelerated to reflect his December 31, 2021 retirement date. As a result of this change, an additional $0.2 million of compensation expense was recorded during the three and nine months ended September 30, 2021 and additional compensation expense of $0.5 million is expected to be recorded during the three months ended December 31, 2021.

4. CASH AND RESTRICTED CASH

Restricted cash represents those amounts required to be placed in escrow by banks with whom the Company has mortgages and amounts required to be placed into escrow related to the Company’s tenant reinsurance program. Restricted cash is included in other

assets in the consolidated balance sheets. The following table provides a reconciliation of cash and restricted cash reported within the consolidated statement of cash flows:


(Dollars in thousands)	September 30, 2021		December 31, 2020		September 30, 2020
Cash	$	136,157	$	54,400	$	110,247
Restricted cash		5,211		4,371		5,007
Total cash and restricted cash	$	141,368	$	58,771	$	115,254

5. INVESTMENT IN STORAGE FACILITIES AND INTANGIBLE ASSETS

The following summarizes our activity in storage facilities during the nine months ended September 30, 2021:


(dollars in thousands)
Cost:
Beginning balance	$	5,330,323
Acquisition of storage facilities		858,781
Improvements and equipment additions		33,125
Net increase in construction in progress		21,501
Dispositions		(461	)
Ending balance	$	6,243,269
Accumulated Depreciation:
Beginning balance	$	873,178
Additions during the period		97,951
Dispositions		(205	)
Ending balance	$	970,924

The Company acquired 62 self-storage facilities during the nine months ended September 30, 2021. The acquisitions of these facilities were accounted for as asset acquisitions. The costs of the facilities, including closing costs, were allocated to land, building, equipment and improvements, and in-place customer leases based upon their relative fair values.

The purchase prices of the facilities acquired in 2021 have been assigned as follows:


(dollars in thousands)						Consideration paid						Acquisition Date Fair Value
States	Number of Properties		Date of Acquisition	Purchase Price		Cash Paid		Value of Operating Partnership Units Issued		Net Other Liabilities (Assets) Assumed		Land		Building, Equipment, and Improvements		In-Place Customer Leases
SC		1	1/4/2021	$	8,070	$	8,042	$	—	$	28	$	812	$	7,153	$	105
CA		1	1/21/2021		18,287		18,251		—		36		1,322		16,830		135
NY		1	3/4/2021		47,947		47,933		—		14		10,591		37,020		336
FL		8	3/11/2021		85,156		84,586		—		570		13,381		70,538		1,237
AZ		3	3/24/2021		67,089		66,890		—		199		7,129		59,320		632
WA		2	3/25/2021		39,666		39,495		—		171		6,166		33,037		443
FL		1	5/3/2021		16,545		16,497		—		48		1,658		14,739		148
NJ		5	5/12/2021		90,944		90,710		—		234		11,557		78,116		1,271
NC		2	6/1/2021		26,942		26,793		—		149		2,209		24,395		338
TX		4	6/10/2021		44,563		43,952		—		611		9,163		34,746		654
FL		1	6/16/2021		14,344		14,235		—		109		2,601		11,526		217
FL, NH		3	6/22/2021		59,618		59,257		—		361		19,101		39,752		765
NC		1	6/23/2021		14,539		14,468		—		71		657		13,695		187
NH		2	7/29/2021		22,315		22,311		—		4		6,271		15,743		301
FL		1	8/17/2021		14,846		14,740		—		106		2,884		11,789		173
AL, CO, FL, GA, KY, OH, OK, SC, TX		22	8/19/2021		229,982		137,188		91,265		1,529		23,173		203,682		3,127
AZ		1	8/25/2021		17,190		17,187		—		3		1,034		15,974		182
GA		3	9/1/2021		51,707		51,375		—		332		5,570		45,447		690
Total acquired in 2021		62		$	869,750	$	773,910	$	91,265	$	4,575	$	125,279	$	733,502	$	10,941

The facility purchased in New York in the first quarter of 2021 was acquired from SNL Orix Merrick (“Merrick”), an unconsolidated joint venture in which the Company holds a 5% ownership interest. In accordance with ASC Topic 970, “Real Estate – General,” ("ASC 970") the Company recorded its equity in the profit from the sale of this self-storage facility as a reduction in the respective purchase price allocated to land and depreciable fixed assets. In addition to the $47.9 million cash payment for the self-storage facility

acquired from Merrick, the Company also recognized $0.8 million as a return on the Company’s investment in Merrick as discussed further in Note 10.

The three facilities purchased in Georgia in September 2021 were acquired from Life Storage-SERS Storage LLC ("SERS"), an unconsolidated joint venture in which the Company holds a 20% ownership interest. In accordance with ASC 970, the Company recorded its equity in the profit from the sale of these self-storage facilities as a reduction in the respective purchase price allocated to land and depreciable fixed assets. In addition to the $51.7 million cash payment for the self-storage facilities acquired from SERS, the Company also recognized $8.3 million as a return on the Company’s investment in SERS as discussed further in Note 10.

Non-cash investing activities during the nine months ended September 30, 2021 include the issuance of $89.8 million in preferred Operating Partnership Units valued based upon a stated/liquidation value agreed upon at the time of acquisition, the issuance of $1.5 million in common Operating Partnership Units valued based on the average closing price of the Parent Company's common stock over the 30 consecutive trading days ending 2 trading days before the closing, and the assumption of net other liabilities totaling $4.6 million.

The Company measures the fair value of in-place customer lease intangible assets based on the Company’s experience with customer turnover and the cost to replace the in-place leases. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period). The Company measures the value of trade names, which have an indefinite life and are not amortized, by calculating discounted cash flows utilizing the relief from royalty method.

In-place customer leases are included in other assets on the Company’s consolidated balance sheets as follows:


(Dollars in thousands)	September 30, 2021			December 31, 2020
In-place customer leases	$	97,804		$	86,863
Accumulated amortization		(89,805	)		(81,455	)
Net carrying value at the end of period	$	7,999		$	5,408

Amortization expense related to in-place customer leases was $3.6 million and $8.4 million for the three and nine months ended September 30, 2021, respectively, and $1.1 million and $3.8 million for the three and nine months ended September 30, 2020, respectively, and is included in depreciation and amortization expense on the consolidated statements of operations.

Change in Useful Life Estimates

As part of the Company’s capital improvement efforts, buildings at certain self-storage facilities were identified for replacement during 2019, 2020, and 2021. As a result of the decision to replace these buildings, the Company reassessed the estimated useful lives of the then existing buildings. This useful life reassessment resulted in an increase in depreciation expense of approximately $2.5 million during the nine months ended September 30, 2021 and approximately $4.4 million during both the three and nine months ended September 30, 2020. Such facilities identified for replacement had minimal impact on depreciation expense during the three months ended September 30, 2021. The Company estimates that due to buildings recently identified for replacement, the change in estimated useful lives of buildings identified for replacement as of September 30, 2021 will have a minimal impact on depreciation expense during the remainder of 2021.

The accelerated depreciation resulting from the events discussed above reduced both basic and diluted earnings per share/unit by approximately $0.03 for the nine months ended September 30, 2021 and by $0.06 for both the three and nine months ended September 30, 2020.

6. UNSECURED LINE OF CREDIT AND TERM NOTES

Borrowings outstanding on our unsecured line of credit and term notes are as follows:


(Dollars in thousands)	September 30, 2021			December 31, 2020
Revolving line of credit borrowings	$	—		$	—

Term note due April 8, 2024		175,000			175,000
Senior term note due July 1, 2026		600,000			600,000
Senior term note due December 15, 2027		450,000			450,000
Term note due July 21, 2028		200,000			200,000
Senior term note due June 15, 2029		350,000			350,000
Senior term note due October 15, 2030		400,000			400,000
Total term note principal balance outstanding		2,175,000			2,175,000
Less: unamortized debt issuance costs		(11,563	)		(12,833	)
Less: unamortized senior term note discount		(6,019	)		(6,710	)
Term notes payable	$	2,157,418		$	2,155,457

The Company’s unsecured amended credit agreement includes a revolving credit facility with a limit of $500 million with a maturity date of March 10, 2023, and initially included a term note in the principal amount of $100 million with a maturity date of June 4, 2020 which has since been repaid. Such credit agreement provides for interest on the revolving credit facility at a variable annual rate equal to LIBOR plus a margin based on the Company’s credit rating (at September 30, 2021 the margin is 0.95%), interest on any term notes at a variable annual rate equal to LIBOR plus a margin based on the Company’s credit rating (at September 30, 2021 the margin is 1.00%), and requires an annual facility fee on the revolving credit facility which varies based upon the Company’s credit rating (at September 30, 2021 the facility fee is 0.15%). The interest rate on the Company’s revolving credit facility at September 30, 2021 was approximately 1.04% (1.09% at December 31, 2020) and the interest rate on any term notes at September 30, 2021 was approximately 1.09% (1.14% at December 31, 2020). At September 30, 2021 there was $499.9 million available on the unsecured line of credit. The Company has the option under this credit facility to increase the total aggregate borrowing capacity of the facilities to $900 million.

On September 23, 2020, the Operating Partnership issued $400 million in aggregate principal amount of 2.200% unsecured senior notes due October 15, 2030 (the “2030 Senior Notes”). The 2030 Senior Notes were issued at 0.476% discount to par value. Interest on the 2030 Senior Notes is payable semi-annually in arrears on each April 15 and October 15. Proceeds received upon issuance, net of discount to par of $1.9 million and underwriting and other offering expenses of $3.5 million, totaled $394.6 million.

On June 3, 2019, the Operating Partnership issued $350 million in aggregate principal amount of 4.000% unsecured senior notes due June 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes were issued at a 0.524% discount to par value. Interest on the 2029 Senior Notes is payable semi-annually in arrears on each June 15 and December 15. Proceeds received upon issuance, net of discount to par of $1.8 million and underwriting discount and other offering expenses of $3.1 million, totaled $345.1 million.

On December 7, 2017, the Operating Partnership issued $450 million in aggregate principal amount of 3.875% unsecured senior notes due December 15, 2027 (the “2027 Senior Notes”). The 2027 Senior Notes were issued at a 0.477% discount to par value. Interest on the 2027 Senior Notes is payable semi-annually in arrears on each June 15 and December 15. Proceeds received upon issuance, net of discount to par of $2.1 million and underwriting discount and other offering expenses of $4.0 million, totaled $443.9 million.

On June 20, 2016, the Operating Partnership issued $600 million in aggregate principal amount of 3.50% unsecured senior notes due July 1, 2026 (the “2026 Senior Notes”). The 2026 Senior Notes were issued at a 0.553% discount to par value. Interest on the 2026 Senior Notes is payable semi-annually in arrears on each January 1 and July 1. Proceeds received upon issuance, net of discount to par of $3.3 million and underwriting discount and other offering expenses of $5.5 million, totaled $591.2 million.

The 2030 Senior Notes, the 2029 Senior Notes, the 2027 Senior Notes and the 2026 Senior Notes are all fully and unconditionally guaranteed by the Parent Company. The indenture under which the 2030 Senior Notes, the 2029 Senior Notes, the 2027 Senior Notes and the 2026 Senior Notes were issued restricts the ability of the Company and its subsidiaries to incur debt unless the Company and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 on all outstanding debt, after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Company and its subsidiaries to incur secured debt unless the Company and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Company and its consolidated subsidiaries. At September 30, 2021, the Company was in compliance with such covenants.

On July 21, 2016, the Company entered into a $200 million term note maturing July 21, 2028 bearing interest at a fixed rate of 3.67%.

On April 8, 2014, the Company entered into a $175 million term note maturing April 8, 2024 bearing interest at a fixed rate of 4.533%. The interest rate on the term note increases to 6.283% if the Company is not rated by at least one rating agency or if the Company’s credit rating is downgraded.

The line of credit and term notes require the Company to meet certain financial covenants, measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness and limitations on dividend payouts. At September 30, 2021, the Company was in compliance with such covenants.

We believe that if operating results remain consistent with historical levels and levels of other debt and liabilities remain consistent with amounts outstanding at September 30, 2021, the entire availability on the line of credit could be drawn without violating our debt covenants.

The Company’s fixed rate term notes contain a provision that allows for the noteholders to call the debt upon a change of control of the Company at an amount that includes a make whole premium based on rates in effect on the date of the change of control.

Deferred debt issuance costs and the discount on the outstanding term notes are both presented as reductions of term notes in the accompanying consolidated balance sheets at September 30, 2021 and December 31, 2020. Amortization expense related to deferred debt issuance costs was $0.6 million for each of the three months ended September 30, 2021 and 2020 and $1.8 million for each of the nine months ended September 30, 2021 and 2020, and is included in interest expense in the consolidated statements of operations.

7. MORTGAGES PAYABLE AND DEBT MATURITIES

Mortgages payable at September 30, 2021 and December 31, 2020 consist of the following:


(dollars in thousands)	September 30, 2021		December 31, 2020
4.065% mortgage note due April 1, 2023, secured by one self- storage facility with an aggregate net book value of $7.1 million, principal and interest paid monthly (effective interest rate 4.33%)	$	3,755	$	3,832
5.26% mortgage note due November 1, 2023, secured by one self-storage facility with an aggregate net book value of $7.7 million, principal and interest paid monthly (effective interest rate 5.59%)		3,670		3,728
4.4625% mortgage notes due December 6, 2024, secured by three self-storage facilities with an aggregate net book value of $54.4 million, principal and interest paid monthly (effective interest rate 3.20%)		22,491		22,684
4.44% mortgage note due July 6, 2025, secured by one self-storage facility with an aggregate net book value of $13.5 million, principal and interest paid monthly (effective interest rate 4.51%)		6,257		6,343
5.99% mortgage note due May 1, 2026, secured by one self- storage facility with an aggregate net book value of $6.4 million, principal and interest paid monthly (effective interest rate 6.45%)		1,047		1,190
Total mortgages payable	$	37,220	$	37,777

The table below summarizes the Company’s debt obligations at September 30, 2021. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate term notes and mortgage notes were

estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered Level 2 inputs within the fair value hierarchy as described in Note 9. The carrying values of our variable rate debt instruments approximate their fair values as such debt instruments bear interest at current market rates that approximate market participant rates. This is considered a Level 2 input within the fair value hierarchy. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company would realize in a current market exchange.


			Expected Maturity Date Including Discount
(dollars in thousands)	2021		2022		2023		2024		2025		Thereafter		Total		Fair Value
Line of credit - variable rate LIBOR + 0.95% (1.04% at September 30, 2021)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Notes Payable:
Term note - fixed rate 4.533%		—		—		—		175,000		—		—		175,000		192,518
Term note - fixed rate 3.50%		—		—		—		—		—		600,000		600,000		656,688
Term note - fixed rate 3.875%		—		—		—		—		—		450,000		450,000		497,718
Term note - fixed rate 3.67%		—		—		—		—		—		200,000		200,000		217,353
Term note - fixed rate 4.00%		—		—		—		—		—		350,000		350,000		398,184
Term note - fixed rate 2.20%		—		—		—		—		—		400,000		400,000		389,246
Mortgage note - fixed rate 4.065%		27		108		3,620		—		—		—		3,755		3,870
Mortgage note - fixed rate 5.26%		20		83		3,567		—		—		—		3,670		3,914
Mortgage notes - fixed rate 4.4625%		—		—		—		22,491		—		—		22,491		23,261
Mortgage note - fixed rate 4.44%		33		125		130		136		5,833		—		6,257		6,731
Mortgage note - fixed rate 5.99%		49		203		216		229		244		106		1,047		1,140
Total	$	129	$	519	$	7,533	$	197,856	$	6,077	$	2,000,106	$	2,212,220

8. DERIVATIVE FINANCIAL INSTRUMENTS

In 2015 and 2016, the Company entered into forward starting interest rate swap agreements to hedge the risk of changes in the interest-related cash flows associated with the potential issuance of fixed rate long-term debt. These interest rate swaps qualify and have been designated as hedges of the amount of future cash flows related to interest payments on this fixed rate long-term debt. In conjunction with the issuance of the 2026 Senior Notes (see Note 6), the Company terminated these hedges and settled the forward starting swap agreements for approximately $9.2 million. The $9.2 million has been deferred in Accumulated Other Comprehensive Loss (“AOCL”) and is being amortized as additional interest expense over the ten-year term of the 2026 Senior Notes or until such time as interest payments on the 2026 Senior Notes are no longer probable. Such amortization is included in amortization of debt issuance costs and bond discount in the consolidated statements of cash flows.

The changes in AOCL for the three and nine months ended September 30, 2021 and 2020 are summarized as follows:


(dollars in thousands)	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Accumulated other comprehensive loss beginning of period	$	(4,583	)	$	(5,500	)	$	(5,041	)	$	(5,958	)
Realized loss reclassified from accumulated other comprehensive loss to interest expense		229			230			687			688
Accumulated other comprehensive loss end of period	$	(4,354	)	$	(5,270	)	$	(4,354	)	$	(5,270	)

9. FAIR VALUE MEASUREMENTS

The Company applies the provisions of ASC Topic 820 “Fair Value Measurements and Disclosures” in determining the fair value of its financial and nonfinancial assets and liabilities. ASC Topic 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Refer to Note 7 for presentation of the fair values of debt obligations which are disclosed at fair value on a recurring basis.

There are no assets or liabilities carried at fair value measured on a recurring basis on the consolidated balance sheets as of September 30, 2021 and December 31, 2020.

10. INVESTMENT IN JOINT VENTURES

A summary of the Company’s unconsolidated joint ventures is as follows:


Venture	Number of Properties at September 30, 2021	Company common ownership interest at September 30, 2021	Carrying value of investment at September 30, 2021	Carrying value of investment at December 31, 2020
Sovran HHF Storage Holdings LLC (“Sovran HHF”)1	36	20%	$58.9 million	$60.5 million
Sovran HHF Storage Holdings II LLC (“Sovran HHF II”)2	22	15%	($4.7 million)	$27.3 million
Life Storage-SERS Storage LLC (“SERS”)3	—	20%	—	$3.0 million
Life Storage-HIERS Storage LLC (“HIERS”)	17	20%	$13.9 million	$14.3 million
191 V Life Storage Holdings LLC ("191 V")4	17	20%	$27.8 million	—
Iskalo Office Holdings, LLC (“Iskalo”)5	N/A	49%	($2.4 million)	($2.5 million)
Life Storage Spacemax, LLC ("Spacemax")	6	40%	$14.7 million	$16.7 million
Life Storage Virtus, LLC ("Virtus")6	1	20%	$1.3 million	$1.5 million
SNL Orix Merrick, LLC ("Merrick")7	—	5%	—	$2.5 million
SNL/Orix 1200 McDonald Ave., LLC ("McDonald")8	1	86%	$30.0 million	$2.7 million
Joint ventures with properties in development stage9	6	Various	$10.6 million	$9.1 million
Other unconsolidated joint ventures (6 joint ventures)	6	Various	$4.6 million	$5.4 million


1	In September 2020, the Company acquired 17 self-storage facilities and related assets from Sovran HHF for total consideration of $175.2 million, which is net of the Company’s share of Sovran HHF’s gain resulting from the transaction. In connection with this transaction, non-recourse loans with principal balances totaling $34.0 million were settled. Also in September 2020, Sovran HHF sold four self-storage facilities to an unrelated third-party for total consideration of $42.3 million, resulting in a gain on sale of $2.1 million. As of September 30, 2021, the carrying value of the Company’s investment in Sovran HHF exceeds its share of the underlying equity in net assets of Sovran HHF by approximately $1.7 million as a result of the capitalization of certain acquisition related costs in 2008. This difference is included in the carrying value of the investment.

2	In September 2020, the Company acquired eight self-storage facilities and related assets from Sovran HHF II for total consideration of $120.2 million, which is net of the Company’s share of Sovran HHF II’s gain resulting from the transaction. In connection with this transaction, $35.8 million of non-recourse loans related to these properties were settled in April 2021. Also in connection with this transaction, the Company made a $12.7 million contribution to Sovran HHF II. On April 1, 2021, Sovran HHF II paid off $69.1 million in existing nonrecourse mortgage debt and entered into $110 million of new nonrecourse mortgage debt which matures in 2029. As a result of the net proceeds from these transactions, the Company received a distribution of $31.6 million from Sovran HHF II on April 1, 2021 which is included in return of investment in unconsolidated joint ventures on the consolidated statement of cash flows at September 30, 2021.

3	In September 2021, the Company acquired three self-storage facilities and related assets from SERS for total consideration of $51.7 million which is net of the Company’s share of SERS's gain resulting from the transaction. In connection with this transaction, all non-recourse loans held by SERS were settled. See Note 5 for additional information regarding this transaction. As SERS no longer operates any self-storage facilities subsequent to the sale of the three self-storage facilities to the Company, the Company received a distribution of $2.8 million in September 2021 as the Company's return of its remaining investment in SERS. SERS is expected to be dissolved in 2022.

4	In May 2021, the Company executed a joint venture agreement, 191 V Life Storage Holdings LLC, with an unrelated third-party with the purpose of acquiring and operating self-storage facilities. In June 2021, 191 V acquired 17 self-storage facilities for a total of $320 million, at which time 191 V entered into $184 million of nonrecourse mortgage debt which matures in 2026. During 2021, the Company contributed $28.7 million to 191 V as the Company's share of the initial capital investment in the joint venture.

5	Iskalo owns the building that houses the Company’s headquarters. The Company paid rent to Iskalo of $1.1 million and $0.9 million during the nine months ended September 30, 2021 and 2020, respectively.

6	In February 2020, the Company executed a joint venture agreement, Life Storage Virtus, LLC, with an unrelated third-party with the purpose of acquiring and operating a self-storage facility. During the first quarter of 2020, Virtus acquired a self-storage facility for a total of $21.7 million. In connection with this acquisition, Virtus entered into $14.0 million of non-recourse mortgage debt. During 2020, the Company contributed $1.7 million to Virtus as the Company’s share of the initial capital investment in the joint venture.

7	In March 2021, the Company acquired a self-storage facility and related assets from Merrick for total consideration of $47.9 million which is net of the Company’s share of Merrick’s gain resulting from the transaction. In connection with this transaction, all non-recourse loans held by Merrick were settled.

8	In September 2021, the Company made an additional investment of $27.3 million in McDonald which increased the Company's ownership interest in McDonald from 5% to 86%.

9	The Company has entered into six separate joint ventures, two of which are developing self-storage facilities in Ontario, Canada, three of which are developing self-storage facilities in the New York City market, and one of which is developing a self-storage facility in the Tucson, AZ, market. The Company has contributed an aggregate total of $10.6 million as its share of capital to these joint ventures.

Based on the facts and circumstances of each of the Company’s joint ventures, the Company has determined that none of the joint ventures at September 30, 2021 are a variable interest entity (“VIE”) in accordance with ASC 810, “Consolidation.” The Company used the voting model under ASC 810 to determine whether or not to consolidate the joint ventures. Based upon each member’s substantive participation rights over the activities as stipulated in the joint venture agreements, none of the joint ventures evaluated under the voting model are consolidated by the Company. Due to the Company’s significant influence over the operations of each of the joint ventures, all above joint ventures are accounted for under the equity method of accounting.

The carrying values of the Company’s investments in joint ventures are assessed for other-than-temporary impairment on a periodic basis and no such impairments have been recorded on any of the Company’s investments in joint ventures.

As property manager of the self-storage facilities owned by each of the operational joint ventures, the Company earns management and/or call center fees based on a percentage of joint venture gross revenues. These fees earned from joint ventures, which are included in other operating income in the consolidated statements of operations, totaled $2.3 million and $2.2 million for the three months ended September 30, 2021 and 2020, respectively, and $5.9 million and $6.7 million for the nine months ended September 30, 2021 and 2020, respectively.

The Company’s share of the unconsolidated joint ventures’ income (loss) is as follows:


(dollars in thousands) Venture	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Sovran HHF	$	846	$	1,320		$	2,247	$	3,103
Sovran HHF II		435		642			1,157		1,543
Other unconsolidated joint ventures		196		(133	)		722		(731	)
	$	1,477	$	1,829		$	4,126	$	3,915

The Company does not guarantee the debt of any of its equity method investees.

We do not expect to have material future cash outlays relating to these joint ventures outside our share of capital required for future acquisitions of properties, our share of capital required for the development of properties under construction, and our share of the payoff of secured debt held by these joint ventures.

11. INCOME TAXES

The Company qualifies as a REIT under the Internal Revenue Code of 1986, as amended, and will generally not be subject to corporate income taxes to the extent it distributes its taxable income to its shareholders and complies with certain other requirements.

The Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries. In general, the Company’s taxable REIT subsidiaries may perform additional services for tenants and generally may engage in certain real estate or non-real estate related business. A taxable REIT subsidiary is subject to corporate federal and state income taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities.

The Company recorded federal and state income tax expense of $0.7 million and $1.0 million for the three months ended September 30, 2021 and 2020, respectively, and $1.9 million and $2.6 million for the nine months ended September 30, 2021 and 2020, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations. At September 30, 2021 and 2020, there were no material unrecognized tax benefits, and the Company had no interest or penalties relating to uncertain tax positions during the periods then ended. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. Income taxes payable by the Company and the net deferred tax liabilities of our taxable REIT subsidiaries are classified within accounts payable and accrued liabilities in the consolidated balance sheets, while prepaid income taxes are classified within prepaid expenses. As of September 30, 2021, the Company’s taxable REIT subsidiaries have deferred tax assets totaling $0.4 million and a deferred tax liability of $1.7 million. As of December 31, 2020, the Company’s taxable REIT subsidiaries had deferred tax assets of $0.4 million and a deferred tax liability of $1.7 million. The tax years 2017-2020 remain open to examination by the major taxing jurisdictions to which the Company is subject.

The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 20, 2017. The TCJA significantly changed the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their shareholders. Under the TCJA, the corporate income tax rate is reduced from a maximum rate of 35% to a flat 21% rate. The reduced corporate income tax rate, which is effective for taxable years beginning after December 31, 2017, applies to income earned by our taxable REIT subsidiaries.

12. EARNINGS PER SHARE AND EARNINGS PER UNIT

The Company reports earnings per share and earnings per unit data in accordance ASC Topic 260, “Earnings Per Share.” Under ASC Topic 260-10, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. The Parent Company and the Operating Partnership have calculated their basic and diluted earnings per share/unit using the two-class method.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share utilizing the two-class method.


(in thousands except per share data)	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Numerator:
Net income attributable to common shareholders	$	70,274	$	37,095	$	175,172	$	109,984
Denominator:
Denominator for basic earnings per share – weighted average shares		78,961		70,836		77,135		70,373
Effect of Dilutive Securities:
Stock options and non-vested stock		219		114		168		105
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		79,180		70,950		77,303		70,478
Basic earnings per common share attributable to common shareholders	$	0.89	$	0.52	$	2.27	$	1.56
Diluted earnings per common share attributable to common shareholders	$	0.89	$	0.52	$	2.27	$	1.56

Earnings Per Unit

The following table sets forth the computation of basic and diluted earnings per common unit utilizing the two-class method.


(in thousands except per unit data)	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Numerator:
Net income attributable to common unitholders	$	70,274	$	37,095	$	175,172	$	109,984
Denominator:
Denominator for basic earnings per unit – weighted average units		78,961		70,836		77,135		70,373
Effect of Dilutive Securities:
Stock options and non-vested stock		219		114		168		105
Denominator for diluted earnings per unit – adjusted weighted average units and assumed conversion		79,180		70,950		77,303		70,478
Basic earnings per common unit attributable to common unitholders	$	0.89	$	0.52	$	2.27	$	1.56
Diluted earnings per common unit attributable to common unitholders	$	0.89	$	0.52	$	2.27	$	1.56

Not included in the effect of dilutive securities above for both earnings per share and earnings per unit are 111,260 unvested restricted shares for the three months ended September 30, 2021, and 92,123 unvested restricted shares for the three months ended September 30, 2020, because their effect would be antidilutive. Not included in the effect of dilutive securities above for both earnings per share and earnings per unit are 136,710 unvested restricted shares for the nine months ended September 30, 2021, and 102,714 unvested restricted shares for the nine months ended September 30, 2020, because their effect would be antidilutive. Additionally, not included in the effective of dilutive securities above for both earning per share and earnings per unit for the three and nine months ended September 30, 2021 is the effect of 3,590,603 preferred noncontrolling redeemable Operating Partnership Units as such Units are not redeemable at September 30, 2021.

13. SHAREHOLDERS’ EQUITY

The following is a reconciliation of the changes in the Parent Company’s total shareholders’ equity for the nine months ended September 30, 2021:


(dollars in thousands)	Common Stock		Additional Paid-in Capital			Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
Balance December 31, 2020	$	495	$	2,671,311		$	(288,667	)	$	(5,041	)	$	2,378,098
Net proceeds from issuance of common stock		18		180,511			—			—			180,529
Earned portion of non-vested stock		—		1,453			—			—			1,453
Stock dividend		252		(252	)		—			—			—
Carrying value less than redemption value on redeemed noncontrolling interest		—		(4	)		—			—			(4	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(2,358	)		—			(2,358	)
Net income attributable to common shareholders		—		—			47,383			—			47,383
Amortization of terminated hedge included in AOCL		—		—			—			229			229
Dividends		—		—			(55,840	)		—			(55,840	)
Balance March 31, 2021	$	765	$	2,853,019		$	(299,482	)	$	(4,812	)	$	2,549,490
Net proceeds from issuance of common stock		16		148,309			—			—			148,325
Earned portion of non-vested stock		—		1,467			—			—			1,467
Carrying value less than redemption value on redeemed noncontrolling interest		—		(13	)		—			—			(13	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(7,142	)		—			(7,142	)
Net income attributable to common shareholders		—		—			57,516			—			57,516
Amortization of terminated hedge included in AOCL		—		—			—			229			229
Dividends		—		—			(56,873	)		—			(56,873	)
Balance June 30, 2021	$	781	$	3,002,782		$	(305,981	)	$	(4,583	)	$	2,692,999
Net proceeds from issuance of common stock		39		478,292			—			—			478,331
Earned portion of non-vested stock		—		1,683			—			—			1,683
Carrying value less than redemption value on redeemed noncontrolling interest		—		(15	)		—			—			(15	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(3,570	)		—			(3,570	)
Net income attributable to common shareholders		—		—			70,274			—			70,274
Amortization of terminated hedge included in AOCL		—		—			—			229			229
Dividends		—		—			(57,953	)		—			(57,953	)
Balance September 30, 2021	$	820	$	3,482,742		$	(297,230	)	$	(4,354	)	$	3,181,978

The following is a reconciliation of the changes in the Parent Company’s total shareholders’ equity for the nine months ended September 30, 2020:


(dollars in thousands)	Common Stock		Additional Paid-in Capital			Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
Balance December 31, 2019	$	467	$	2,376,723		$	(238,338	)	$	(5,958	)	$	2,132,894
Net proceeds from issuance of common stock		2		21,464			—			—			21,466
Earned portion of non-vested stock		—		1,124			—			—			1,124
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			5,542			—			5,542
Net income attributable to common shareholders		—		—			36,433			—			36,433
Amortization of terminated hedge included in AOCL		—		—			—			229			229
Dividends		—		—			(49,969	)		—			(49,969	)
Balance March 31, 2020	$	469	$	2,399,311		$	(246,332	)	$	(5,729	)	$	2,147,719
Earned portion of non-vested stock		—		1,071			—			—			1,071
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(2,609	)		—			(2,609	)
Net income attributable to common shareholders		—		—			36,457			—			36,457
Amortization of terminated hedge included in AOCL		—		—			—			229			229
Dividends		—		—			(50,186	)		—			(50,186	)
Balance June 30, 2020	$	469	$	2,400,382		$	(262,670	)	$	(5,500	)	$	2,132,681
Net proceeds from issuance of common stock		13		134,213			—			—			134,226
Earned portion of non-vested stock		—		1,107			—			—			1,107
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(2,948	)		—			(2,948	)
Purchases of equity in consolidated subsidiary from noncontrolling interests		—		(2,300	)		—			—			(2,300	)
Net income attributable to common shareholders		—		—			37,095			—			37,095
Amortization of terminated hedge included in AOCL		—		—			—			230			230
Dividends		—		—			(50,203	)		—			(50,203	)
Balance September 30, 2020	$	482	$	2,533,402		$	(278,726	)	$	(5,270	)	$	2,249,888

On June 14, 2018, the Company entered into a continuous equity offering program (“2018 Equity Program”) with multiple sales agents, pursuant to which the Company was permitted to sell up to $300 million in aggregate offering price of shares of the Company’s common stock. The 2018 Equity Program was replaced on December 29, 2020, when the Company entered into a continuous equity offering program (“2020 Equity Program”) with multiple sales agents, pursuant to which the Company was permitted to sell up to $500 million in aggregate offering price of shares of the Company’s common stock. The 2020 Equity Program was replaced on June 15, 2021 when the Company entered into a new continuous equity offering program ("2021 Equity Program") with multiple sales agents pursuant to which the Company is permitted to sell up to $500 million in aggregate offering price of shares of the Company's stock. Actual sales under this continuous equity offering program will depend on a variety of factors and conditions, including, but not limited to, market conditions, the trading price of the Company’s common stock, and determinations of the appropriate sources of funding for the Company. The Company expects to offer, sell and issue shares of common stock under this equity program from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under this equity program.

During the nine-month period ended September 30, 2021, the Company issued 4,838,200 shares of common stock under the 2020 Equity Program and the 2021 Equity Program at a weighted average issue price of $95.80 per share, generating net proceeds of $458.2 million after deducting $4.6 million of sales commissions paid to the sales agents, as well as other expenses of $0.7 million. The Company used such proceeds primarily to fund a portion of the acquisition of the 62 storage facilities during the nine months ended September 30, 2021.

During the nine months ended September 30, 2020, the Company issued 2,213,924 shares of common stock under the 2018 Equity Program at a weighted average issue price of $71.09 per share, generating net proceeds of $155.8 million after deducting $1.6 million of sales commissions paid to the sales agents, as well as other expenses of $0.2 million. The Company used such proceeds to fund a portion of the acquisition of the 31 storage facilities during the nine months ended September 30, 2020.

On September 16, 2021, the Company completed the public offering of 2,875,000 shares of the Company's common stock at $122.30 per share. Net proceeds to the Company after deducting underwriting discounts and commissions and offering expenses were approximately $348.8 million. The Company used the net proceeds from the offering to repay amounts outstanding under the Company's revolving credit facility, to fund acquisitions, and for general corporate purposes.

On August 2, 2017, the Company’s Board of Directors authorized the repurchase of up to $200 million of the Company’s outstanding common shares (“Buyback Program”). The Buyback Program allows the Company to purchase shares of its common stock in accordance with applicable securities laws on the open market, through privately negotiated transactions, or through other methods of acquiring shares. The Buyback Program may be suspended or discontinued at any time. The Company did not repurchase any outstanding common shares under the Buyback Program during the nine months ended September 30, 2021 or during the nine months ended September 30, 2020.

In 2013, the Company implemented a Dividend Reinvestment Plan which was suspended by the Company’s Board of Directors in 2017. As a result, the Company did not issue any shares under the Dividend Reinvestment Plan during the nine months ended September 30, 2021 and 2020.

On January 4, 2021, the Company announced a three-for-two stock split of the Company’s common stock, to be made in the form of a 50% stock dividend. Shareholders of record at the close of business on January 15, 2021 received one additional share of Company stock for every two shares owned. These additional shares were distributed on January 27, 2021, with cash distributed in lieu of fractional shares based on the closing price on the record date.

14. PARTNERS’ CAPITAL

The following is a reconciliation of the changes in total partners’ capital for the nine months ended September 30, 2021:


(dollars in thousands)	Life Storage Holdings, Inc. General Partner			Life Storage, Inc. Limited Partner			Accumulated Other Comprehensive Income (Loss)			Total Controlling Partners’ Capital
Balance December 31, 2020	$	24,045		$	2,359,094		$	(5,041	)	$	2,378,098
Net proceeds from issuance of Operating Partnership Units		1,807			178,722			—			180,529
Earned portion of non-vested stock		14			1,439			—			1,453
Carrying value less than redemption value on redeemed noncontrolling interest		(1	)		(3	)		—			(4	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(2,358	)		—			(2,358	)
Net income attributable to common unitholders		476			46,907			—			47,383
Amortization of terminated hedge included in AOCL		2			(2	)		229			229
Distributions		(561	)		(55,279	)		—			(55,840	)
Balance March 31, 2021	$	25,782		$	2,528,520		$	(4,812	)	$	2,549,490
Net proceeds from issuance of Operating Partnership Units		1,483			146,842			—			148,325
Earned portion of non-vested stock		15			1,452			—			1,467
Carrying value less than redemption value on redeemed noncontrolling interest		(1	)		(12	)		—			(13	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(7,142	)		—			(7,142	)
Net income attributable to common unitholders		578			56,938			—			57,516
Amortization of terminated hedge included in AOCL		2			(2	)		229			229
Distributions		(572	)		(56,301	)		—			(56,873	)
Balance June 30, 2021	$	27,287		$	2,670,295		$	(4,583	)	$	2,692,999
Net proceeds from issuance of Operating Partnership Units		4,783			473,548			—			478,331
Earned portion of non-vested stock		17			1,666			—			1,683
Issuance of common Operating Partnership Units		15			(15	)		—			—
Issuance of preferred Operating Partnership Units		898			(898	)		—			—
Carrying value less than redemption value on redeemed noncontrolling interest		(1	)		(14	)		—			(15	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(3,570	)		—			(3,570	)
Net income attributable to common unitholders		711			69,563			—			70,274
Amortization of terminated hedge included in AOCL		2			(2	)		229			229
Distributions		(582	)		(57,371	)		—			(57,953	)
Balance September 30, 2021	$	33,130		$	3,153,202		$	(4,354	)	$	3,181,978

The following is a reconciliation of the changes in total partners’ capital for the nine months ended September 30, 2020:


(dollars in thousands)	Life Storage Holdings, Inc. General Partner			Life Storage, Inc. Limited Partner			Accumulated Other Comprehensive Income (Loss)			Total Controlling Partners’ Capital
Balance December 31, 2019	$	21,594		$	2,117,258		$	(5,958	)	$	2,132,894
Net proceeds from issuance of Operating Partnership Units		212			21,254			—			21,466
Earned portion of non-vested stock		11			1,113			—			1,124
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			5,542			—			5,542
Net income attributable to common unitholders		366			36,067			—			36,433
Amortization of terminated hedge included in AOCL		2			(2	)		229			229
Distributions		(502	)		(49,467	)		—			(49,969	)
Balance March 31, 2020	$	21,683		$	2,131,765		$	(5,729	)	$	2,147,719
Earned portion of non-vested stock		11			1,060			—			1,071
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(2,609	)		—			(2,609	)
Net income attributable to common unitholders		366			36,091			—			36,457
Amortization of terminated hedge included in AOCL		2			(2	)		229			229
Distributions		(504	)		(49,682	)		—			(50,186	)
Balance June 30, 2020	$	21,558		$	2,116,623		$	(5,500	)	$	2,132,681
Net proceeds from issuance of Operating Partnership Units		1,342			132,884			—			134,226
Earned portion of non-vested stock		12			1,095			—			1,107
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(2,948	)		—			(2,948	)
Purchases of equity in consolidated subsidiary from noncontrolling interests		(23	)		(2,277	)		—			(2,300	)
Net income attributable to common unitholders		373			36,722			—			37,095
Amortization of terminated hedge included in AOCL		2			(2	)		230			230
Distributions		(505	)		(49,698	)		—			(50,203	)
Balance September 30, 2020	$	22,759		$	2,232,399		$	(5,270	)	$	2,249,888

15. RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which reduced the number of accounting models for convertible debt instruments and convertible preferred stock, thus simplifying the accounting for convertible instruments. ASU 2020-06 is effective for annual periods beginning after December 31, 2021, and interim periods within those annual periods, and is therefore effective for the Company as of January 1, 2022. Management is evaluating the impact that the adoption of ASU 2020-06 will have on the Company, including, but not limited to, the accounting for the Company’s noncontrolling redeemable Operating Partnership Units.

16. COMMITMENT AND CONTINGENCIES

The Company’s lease population is comprised of leases for land and/or buildings in which certain of the Company’s self-storage facilities operate, as well as leases of warehousing and corporate office space. All leases where the Company is the lessee qualify as operating leases and the Company does not have any financing leases as of September 30, 2021. At September 30, 2021 and December 31, 2020, the Company’s aggregate right-of-use assets total $19.9 million and $20.3 million, respectively, and are included in other assets on the consolidated balance sheet. The related lease liabilities at September 30, 2021 and December 31, 2020 total $19.4 million and $19.9 million, respectively, and are included in accounts payable and accrued liabilities on the consolidated balance sheet.

Expenses related to operating leases totaled $0.6 million and $0.5 million for the three months ended September 30, 2021 and 2020, respectively, and $1.8 million and $1.6 million for the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021, the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases were 10.5 years and 4.57%, respectively.

At September 30, 2021, the Company has approximately $25.0 million of operating lease commitments, excluding variable consideration. The undiscounted future minimum lease payments are summarized by year in the table below:


(in thousands)
2021	$	516
2022		2,657
2023		2,663
2024		2,584
2025		2,402
Thereafter		14,181
Total	$	25,003

The difference between the amounts included in the table above and the aggregate lease liability recorded in the accompanying consolidated balance sheet at September 30, 2021 is the result of the impact of the discount rate on future minimum lease payments.

On September 28, 2021, the Company entered into an underwriting agreement with multiple underwriters relating to the public offering by the Operating Partnership of $600 million aggregate principal amount of 2.400% unsecured senior notes due October 15, 2031 (the "2031 Senior Notes"). The 2031 Senior Notes were issued at 0.917% discount to par value on October 7, 2021. Interest on the 2031 Senior Notes is payable semi-annually in arrears on each April 15 and October 15, beginning April 15, 2022. Proceeds received upon issuance, net of discount to par of $5.5 million, and underwriting discount and other offering expenses of $5.1 million, totaled $589.4 million.

At September 30, 2021, the Company was under contract to acquire 33 self-storage facilities for an aggregate purchase price of $548.9 million.

At September 30, 2021, the Company has signed contracts in place with third-party contractors for expansion and enhancements at its existing facilities. The Company expects to pay $51.4 million under these contracts in 2021 and 2022.

17. SUBSEQUENT EVENTS

On October 1, 2021, the Company declared a quarterly dividend of $0.86 per common share. The dividend was paid on October 26, 2021 to shareholders of record on October 13, 2021. The total dividend paid amounted to $70.5 million.

In addition to the 33 self-storage facilities under contract at September 30, 2021, subsequent to September 30, 2021, the Company entered into contracts to acquire an additional 20 self-storage facilities for an aggregate purchase price of $322.4 million. The Company acquired 13 facilities subsequent to September 30, 2021 for an aggregate purchase price of $234.5 million. The purchases of the remaining 40 self-storage facilities are subject to customary conditions to closing, and there is no assurance that these facilities will be acquired.

In connection with the acquisition of certain of the self-storage facilities subsequent to September 30, 2021, the Company issued a total of 304,585 common noncontrolling redeemable Operating Partnership Units.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s consolidated financial condition and results of operations should be read in conjunction with the unaudited financial statements and notes thereto included elsewhere in this report.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

When used in this discussion and elsewhere in this document, the words “intends,” “believes,” “expects,” “anticipates,” and similar expressions are intended to identify “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933 and in Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the effect of competition from new self-storage facilities, which would cause rents and occupancy rates to decline; risks associated with the COVID-19 global health crisis or similar events, including but not limited to (i) the impact to the health of our employees and/or customers, (ii) the negative impacts to the economy and to self-storage customers which could reduce the demand for self-storage or reduce our ability to collect rent, (iii) reducing or eliminating our ability to increase rents charged to our current or future customers, (iv) limiting our ability to collect rent from or evict past due customers, (v) we could see an increase in move-outs of longer-term customers due to the economic uncertainty and significant rise in unemployment resulting from the COVID-19 global health crisis which could lead to lower occupancies and reduced average rental rates as longer-term customers are replaced with new customers at lower rates, and (vi) potential negative impacts on the cost and availability of debt and equity which could have a negative impact on our capital and growth plans; the Company’s ability to evaluate, finance and integrate acquired self-storage facilities into the Company’s existing business and operations; the Company’s ability to effectively compete in the industry in which it does business; the Company’s existing indebtedness may mature in an unfavorable credit environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are not as favorable as the existing terms; interest rates may fluctuate, impacting costs associated with the Company’s outstanding floating rate debt; the Company’s ability to comply with debt covenants; any future ratings on the Company’s debt instruments; regional concentration of the Company’s business may subject it to economic downturns in the states of Florida and Texas; the Company’s reliance on its call center; the Company’s cash flow may be insufficient to meet required payments of operating expenses, principal, interest and dividends; and tax law changes that may change the taxability of future income.

RESULTS OF OPERATIONS

FOR THE PERIOD JULY 1, 2021 THROUGH SEPTEMBER 30, 2021, COMPARED TO THE PERIOD JULY 1, 2020 THROUGH SEPTEMBER 30, 2020

We recorded rental revenues of $182.9 million for the three months ended September 30, 2021, an increase of $46.9 million or 34.5% when compared to rental revenues of $136.0 million for the same period in 2020. This increase in rental revenue was driven by a $22.8 million, or 17.7%, increase in rental revenues at the 531 core properties considered in same store sales (the Company will include stores in its same store pool in the second year after the stores achieve 80% sustained occupancy using market rates and incentives; therefore the 531 core properties considered in same store sales are those included in the consolidated results of operations since January 1, 2020, excluding stores not yet stabilized, four stores significantly impacted by flooding, and two stores that the Company began to fully replace in 2017). The increase in same store rental revenues was a result of a 220 basis point increase in average occupancy along with an increase of 14.3% in rental income per square foot. Also affecting the overall increase in rental revenues was an increase of $24.1 million in rental revenues contributed by stores not included in the same store pool, primarily those acquired in 2020 and 2021. Other operating income, which includes merchandise sales, revenues related to tenant reinsurance, truck rentals, management fees and acquisition fees, increased by $5.0 million for the three months ended September 30, 2021 compared to the same period in 2020 primarily as a result of increased revenues related to the Company’s tenant insurance program and increased management fees as a result of an increase in managed properties.

Property operations and maintenance expenses increased $6.4 million or 17.8% in the three months ended September 30, 2021 compared to the same period in 2020. Property operations and maintenance expenses related to the 531 core properties considered in the same store pool increased by $0.6 million or 2.1% primarily as the result of increased repairs and maintenance expenditures. The remainder of the increase in property operations and maintenance expenses is primarily the result of the net activity of the stores not included in the same store pool. Real estate tax expense increased $3.7 million during the three months ended September 30, 2021 as compared to the same period in 2020. The 531 core properties considered in the same store pool experienced a 5.7% increase in real estate taxes which is reflective of a net increase in property tax levies on those properties. In addition to the same store real estate tax expense increase, real estate taxes increased $2.7 million from stores not included in the same store pool.

Net operating income increased $41.8 million or 40.9% resulting from a 24.3% increase in our same store net operating income coupled with an increase of $20.6 million related to the Company’s tenant insurance program, increased management fees, and the properties not included in the same store pool.

Net operating income, or “NOI,” is a non-GAAP (generally accepted accounting principles) financial measure that we define as total continuing revenues less continuing property operating expenses. NOI also can be calculated by adding back to net income: interest expense, impairment and casualty losses, operating lease expense, depreciation and amortization expense, any losses on sale of real estate, acquisition related costs, general and administrative expense, and deducting from net income: income from discontinued operations, interest income, any gains on sale of real estate, and equity in income of joint ventures. We believe that NOI is a meaningful measure to investors in evaluating our operating performance because we utilize NOI in making decisions with respect to capital allocations, in determining current property values, and in comparing period-to-period and market-to-market property operating results. Additionally, NOI is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending on accounting methods and the book value of assets. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income. There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income.

The following table reconciles our net income presented in the consolidated financial statements to NOI generated by our self-storage facilities for the three months ended September 30, 2021 and 2020.


	Three Months ended September 30,
(dollars in thousands)	2021			2020
Net income	$	71,051		$	37,288
General and administrative		16,141			13,369
Depreciation and amortization		37,158			33,018
Interest expense		21,350			20,544
Interest income		(2	)		(8	)
Equity in income of joint ventures		(1,477	)		(1,829	)
Net operating income	$	144,221		$	102,382
Net operating income
Same store	$	108,436		$	87,210
Other stores, tenant reinsurance related income and management fee income		35,785			15,172
Total net operating income	$	144,221		$	102,382

Our 2021 same store results consist of only those properties that have been owned by the Company and included in our consolidated results since January 1, 2020, excluding stores not yet stabilized, four stores significantly impacted by flooding, and two stores that the Company began to fully replace in 2017. We believe that same store results are meaningful measures to investors in evaluating our operating performance because, given the acquisitive nature of the industry, same store results provide information about the overall business after removing the results from those properties that were not consistent from year-to-year. Additionally, same store results are widely used in the real estate industry and the self-storage industry to measure performance. Same store results should be considered in addition to, but not as a substitute for, consolidated results in accordance with GAAP. The following table sets forth operating data for our 531 same store properties. These results provide information relating to property operating changes without the effects of acquisitions.

Same Store Summary


	Three Months ended September 30,				Percentage
(dollars in thousands)	2021		2020		Change
Same store rental income	$	151,459	$	128,692		17.7	%
Same store other operating income		1,822		1,849		(1.5	)%
Total same store operating income		153,281		130,541		17.4	%
Payroll and benefits		9,456		9,514		(0.6	)%
Real estate taxes		17,639		16,688		5.7	%
Utilities		4,107		4,192		(2.0	)%
Repairs and maintenance		4,218		3,679		14.7	%
Office and other operating expenses		4,149		3,841		8.0	%
Insurance		1,566		1,500		4.4	%
Advertising		48		64		(25.0	)%
Internet marketing		3,662		3,853		(5.0	)%
Total same store operating expenses		44,845		43,331		3.5	%
Same store net operating income	$	108,436	$	87,210		24.3	%


			Change
Quarterly same store move ins	49,439	57,114		(7,675	)
Quarterly same store move outs	53,151	52,483		668

We believe the decrease in same store move ins was due to lack of available space at many of our stores as a result of extremely high occupancy rates during the three months ended September 30, 2021. We believe the increase in same store move outs was a result of the impacts of the COVID-19 global health crisis during the three months ended September 30, 2020 as many jurisdictions implemented stay-at-home orders for all or a portion of that period.

General and administrative expenses for the three months ended September 30, 2021 increased $2.8 million or 20.7% when compared with the three months ended September 30, 2020. This increase was primarily driven by an increase in home office personnel related costs to support the growth in stores.

Depreciation and amortization expense increased to $37.2 million in the three months ended September 30, 2021 from $33.0 million in the same period in 2020 as a result of depreciation and customer list amortization related to those properties acquired in 2021 and 2020.

Total interest expense increased by $0.8 million during the three months ended September 30, 2021 as compared to the same period in 2020 as a result of an increase in the Company’s outstanding debt balances for the majority of the quarter.

FOR THE PERIOD JANUARY 1, 2021 THROUGH SEPTEMBER 30, 2021, COMPARED TO THE PERIOD JANUARY 1, 2020 THROUGH SEPTEMBER 30, 2020

We recorded rental revenues of $496.3 million for the nine months ended September 30, 2021, an increase of $102.6 million or 26.1% when compared to rental revenues of $393.7 million for the same period in 2020. This increase in rental revenue was driven by a $49.7 million, or 13.2%, increase in rental revenues at the 531 core properties considered in same store sales (the Company will include stores in its same store pool in the second year after the stores achieve 80% sustained occupancy using market rates and incentives; therefore the 531 core properties considered in same store sales are those included in the consolidated results of operations since January 1, 2020, excluding stores not yet stabilized, four stores significantly impacted by flooding, and two stores that the Company began to fully replace in 2017). The increase in same store rental revenues was a result of a 350 basis point increase in average occupancy along with an increase of 7.9% in rental income per square foot. Also affecting the overall increase in rental revenues was an increase of $52.9 million in rental revenues contributed by stores not included in the same store pool, primarily those acquired in 2020 and 2021. Other operating income, which includes merchandise sales, revenues related to tenant reinsurance, truck rentals, management fees and acquisition fees, increased by $14.5 million for the nine months ended September 30, 2021 compared to the same period in 2020 primarily as a result of increased acquisition fees, increased management fees as a result of an increase in managed properties, increased revenues related to the Company’s tenant insurance program, and increased revenues from the Company’s Warehouse Anywhere third party logistics and warehousing solution.

Property operations and maintenance expenses increased $18.7 million or 18.4% in the nine months ended September 30, 2021 compared to the same period in 2020. Property operations and maintenance expenses related to the 531 core properties considered in the same store pool increased by $2.4 million or 3.1% primarily as the result of increased repairs and maintenance expenditures and office related expenses. The remainder of the increase in property operations and maintenance expenses is primarily the result of the net activity of the stores not included in the same store pool. Real estate tax expense increased $9.0 million during the nine months

ended September 30, 2021 as compared to the same period in 2020. The 531 core properties considered in the same store pool experienced a 5.4% increase in real estate taxes which is reflective of a net increase in property tax levies on those properties. In addition to the same store real estate tax expense increase, real estate taxes increased $6.3 million from stores not included in the same store pool.

Net operating income increased $89.4 million or 30.2% resulting from a 17.8% increase in our same store net operating income coupled with an increase of $44.5 million related to the Company’s tenant insurance program, increased management fees, and the properties not included in the same store pool.

The following table reconciles our net income presented in the consolidated financial statements to NOI generated by our self-storage facilities for the nine months ended September 30, 2021 and 2020.


	Nine Months ended September 30,
(dollars in thousands)	2021			2020
Net income	$	176,408		$	110,560
General and administrative		45,407			38,498
Depreciation and amortization		106,287			90,335
Gain on sale of real estate		—			(302	)
Interest expense		62,470			61,056
Interest income		(787	)		(14	)
Equity in income of joint ventures		(4,126	)		(3,915	)
Net operating income	$	385,659		$	296,218
Net operating income
Same store	$	296,906		$	251,968
Other stores, tenant reinsurance related income and management fee income		88,753			44,250
Total net operating income	$	385,659		$	296,218

Same Store Summary


	Nine Months ended September 30,				Percentage
(dollars in thousands)	2021		2020		Change
Same store rental income	$	424,871	$	375,186		13.2	%
Same store other operating income		5,193		4,806		8.1	%
Total same store operating income		430,064		379,992		13.2	%
Payroll and benefits		28,902		28,775		0.4	%
Real estate taxes		52,578		49,872		5.4	%
Utilities		11,201		11,024		1.6	%
Repairs and maintenance		13,066		11,173		16.9	%
Office and other operating expenses		11,976		11,123		7.7	%
Insurance		4,655		4,507		3.3	%
Advertising		143		191		(25.1	)%
Internet marketing		10,637		11,359		(6.4	)%
Total same store operating expenses		133,158		128,024		4.0	%
Same store net operating income	$	296,906	$	251,968		17.8	%


			Change
Year-to-date same store move ins	147,337	156,874		(9,537	)
Year-to-date same store move outs	139,977	139,968		9

We believe the decrease in same store move ins was due to lack of available space at many of our stores as a result of extremely high occupancy rates during the nine months ended September 30, 2021. Same store move outs remained relatively consistent period-over-period as we believe the impact of customers increasing their length of stay was offset by the impacts of the COVID-19 global health crisis during the three months ended September 30, 2020 as many jurisdictions implemented stay-at-home orders for all or a portion of that period.

General and administrative expenses for the nine months ended September 30, 2021 increased $6.9 million or 17.9% when compared with the nine months ended September 30, 2020. This increase was primarily driven by an increase in home office personnel related costs to support the growth in stores and increased investments in technology.

Depreciation and amortization expense increased to $106.3 million in the nine months ended September 30, 2021 from $90.3 million in the same period in 2020 as a result of depreciation and customer list amortization related to those properties acquired in 2021 and 2020.

Total interest expense increased by $1.4 million during the nine months ended September 30, 2021 as compared to the same period in 2020 as a result of an increase in the Company’s outstanding debt balances during the majority of the nine months ended September 30, 2021.

Total interest and dividend income increased by $0.8 million during the nine months ended September 30, 2021 as compared to the same period in 2020 as a result of a preferred dividend received from one of the Company’s unconsolidated joint ventures during the nine months ended September 30, 2021.

FUNDS FROM OPERATIONS

We believe that Funds from Operations (“FFO”) provides relevant and meaningful information about our operating performance that is necessary, along with net earnings and cash flows, for an understanding of our operating results. FFO adds back historical cost depreciation, which assumes the value of real estate assets diminishes predictably in the future. In fact, real estate asset values increase or decrease with market conditions. Consequently, we believe FFO is a useful supplemental measure in evaluating our operating performance by disregarding (or adding back) historical cost depreciation.

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income available to common shareholders computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses on sales of properties, plus impairment of real estate assets, plus 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 compared with our reported net income and cash flows in accordance with GAAP, as presented in our consolidated financial statements.

Our 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 (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, or as an indicator of our ability to make cash distributions.

Reconciliation of Net Income to Funds From Operations (unaudited)


	Three Months ended September 30,						Nine Months ended September 30,
(in thousands)	2021			2020			2021			2020
Net income attributable to common shareholders	$	70,274		$	37,095		$	175,172		$	109,984
Net income attributable to noncontrolling interests in the Operating Partnership		301			193			760			576
Depreciation of real estate and amortization of intangible assets exclusive of debt issuance costs		36,615			32,417			104,691			88,557
Depreciation and amortization from unconsolidated joint ventures		1,796			1,024			4,239			4,502
Funds from operations allocable to noncontrolling interest in the Operating Partnership		(465	)		(367	)		(1,231	)		(1,060	)
Funds from operations available to common shareholders	$	108,521		$	70,362		$	283,631		$	202,559

LIQUIDITY AND CAPITAL RESOURCES

The COVID-19 global health crisis impacted the cost of debt and equity for a time during 2020 and may disrupt markets in the future. We expect to be able to maintain adequate liquidity as we manage through the current environment. While uncertainty exists as to the full impact of the COVID-19 global health crisis on our liquidity and capital resources, as of the date of this report we believe that the combination of our cash on hand, the cash generated by our operations, and our line of credit will be adequate to fund our operations. We will continue to actively monitor the potential impact of the COVID-19 global health crisis on our liquidity and capital resources.

Our line of credit and term notes require us to meet certain financial covenants measured on a quarterly basis, including prescribed leverage, fixed charge coverage, minimum net worth, limitations on additional indebtedness, and limitations on dividend payouts. At September 30, 2021, the Company was in compliance with all debt covenants. In the event that the Company violates its debt covenants in the future, the amounts due under the agreements could be callable by the lenders and could adversely affect our credit rating requiring us to pay higher interest and other debt-related costs. We believe that if operating results remain consistent with historical levels and levels of other debt and liabilities remain consistent with amounts outstanding at September 30, 2021, the entire availability under our line of credit could be drawn without violating our debt covenants.

Our ability to retain cash flow is limited because we operate as a REIT. In order to maintain our REIT status, a substantial portion of our operating cash flow must be used to pay dividends to our shareholders. We believe that our internally-generated net cash provided by operating activities and the availability on our line of credit will be sufficient to fund ongoing operations, capital improvements, dividends and debt service requirements.

Cash flows from operating activities were $308.1 million and $211.7 million for the nine months ended September 30, 2021 and 2020, respectively. The increase in operating cash flows in the 2021 period compared to the 2020 period was primarily due to the increase in net income after adjusting for non-cash items.

Cash used in investing activities was $860.6 million and $449.5 million for the nine months ended September 30, 2021 and 2020, respectively. The increase in cash used in investing activities in the 2021 period compared to the 2020 period was primarily due to the increased volume of acquisitions, along with an increase in investments in unconsolidated joint ventures in 2021 as compared to the same period in 2020.

Cash provided by financing activities was $635.1 million and $331.5 million for the nine months ended September 30, 2021 and 2020, respectively. The increase is primarily a result of the Company's issuances of 2,875,000 shares of common stock through a public equity offering in September 2021 resulting in net proceeds of $348.8 million and an increase in sales of shares of common stock under the Company’s continuous equity offering programs during the nine months ended September 30, 2021 resulting in net proceeds of $458.2 million as compared to the net proceeds of $155.8 million during the nine months ended September 30, 2020, partially offset by increased dividends paid. Also contributing to this increase is a reduction in the net repayment of the Company’s line of credit during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020.

Note 6 and Note 7 to the consolidated financial statements include details related to the Company’s unsecured line of credit, term notes, mortgages, and other indebtedness. Note 13 to the consolidated financial statements includes details of our shareholders’ equity and activity related thereto.

Our line of credit facility and term notes have an investment grade rating from Standard and Poor’s (BBB) and Moody’s (Baa2).

Future acquisitions, our expansion and enhancement program, and share repurchases are expected to be funded with draws on our line of credit, issuance of common and preferred stock, the issuance of unsecured term notes, sale of properties, and private placement solicitation of joint venture equity. Should the capital markets deteriorate, we may have to curtail acquisitions, our expansion and enhancement program and/or share repurchases.

ACQUISITION AND DISPOSITION OF PROPERTIES

During the nine months ended September 30, 2021, the Company acquired 62 self-storage facilities comprising 4.3 million square feet in Alabama (7), Arizona (4), California (1), Colorado (1), Florida (14), Georgia (7), Kentucky (1), New Hampshire (4), New Jersey (5), New York (1), North Carolina (3), Ohio (1), Oklahoma (2), South Carolina (3), Texas (6), and Washington (2) for a total purchase price of $869.8 million, which is net of the Company’s equity in the profit from the sale of the New York store and three Georgia stores purchased from unconsolidated joint ventures. Based on the trailing financial information of the entities from which the self-storage facilities were acquired, the weighted average capitalization rate for these acquisitions was 3.6%. As discussed further in Note 5 and Note 10, the Company holds a 5% ownership interest in the joint venture from which one of the self-storage facilities was acquired and a 20% ownership interest in the joint venture from which three of the self-storage facilities were acquired. Additionally, 19 of these facilities were managed by the Company for third parties prior to acquisition.

In 2020, the Company acquired 40 self-storage facilities comprising 3.1 million square feet in California (8), Florida (6), Georgia (1), Missouri (1), New Jersey (7), New York (1), Ohio (6), Pennsylvania (4), South Carolina (1), and Texas (5) for a total purchase price of $532.6 million. One of these acquired self-storage facilities resulted from the Company acquiring the remaining 15% of a joint venture. Additionally, one of these facilities was managed by the Company for a third party prior to acquisition. Based on the trailing financial information of the entities from which the self-storage facilities were acquired, the weighted average capitalization rate for these acquisitions was 5.0%.

We may acquire additional stabilized or newly constructed properties in 2021, however, there is no assurance that the Company will do so. Additionally, there can be no assurance that if significant additional opportunities were to arise, we would be able to raise capital at a reasonable cost to allow us to take advantage of such opportunities. At September 30, 2021, the Company was under contract to acquire 33 self-storage facilities for an aggregate purchase price of $548.9 million. In addition to the 33 self-storage facilities under contract at September 30, 2021, subsequent to September 30, 2021, the Company entered into contracts to acquire an additional 20 self-storage facilities for an aggregate purchase price of $322.4 million. The Company acquired 13 facilities subsequent to September 30, 2021 for an aggregate purchase price of $234.5 million. The purchases of the remaining 40 self-storage facilities are subject to customary conditions to closing, and there is no assurance that these facilities will be acquired.

The Company did not sell or otherwise dispose of any properties during the three and nine months ended September 30, 2021 or during 2020.

As part of our ongoing strategy to improve overall operating efficiencies and portfolio quality, we may seek to sell self-storage facilities to third-parties or joint venture partners in 2021.

FUTURE ACQUISITION AND DEVELOPMENT PLANS

Our external growth strategy is to increase the number of facilities we own by acquiring suitable facilities in markets in which we already have operations or to expand into new markets by acquiring several facilities at once in those new markets. We are actively pursuing acquisitions in 2021, including potential acquisitions by unconsolidated joint ventures.

During the nine months ended September 30, 2021, we added 94,000 square feet to existing properties for a total cost of approximately $10.2 million. We plan to complete a total of $30 million to $35 million of additional expansions and enhancements to our existing facilities in 2021, of which $21.8 million was paid as of September 30, 2021.

We also expect to continue investing in capital expenditures on our properties. This includes roofing, paving, and remodeling of store offices. For the nine months ended September 30, 2021, we invested approximately $23.0 million in such improvements and we expect to invest approximately $6 million to $10 million for the remainder of 2021.

REIT QUALIFICATION AND DISTRIBUTION REQUIREMENTS

As a REIT, we are not required to pay federal income tax on income that we distribute to our shareholders, provided that we satisfy certain requirements, including distributing at least 90% of our REIT taxable income for a taxable year. These distributions must be made in the year to which they relate, or in the following year if declared before we file our federal income tax return, and if they are paid not later than the date of the first regular dividend of the following year. As a REIT, we must derive at least 95% of our total gross income from income related to real property, interest and dividends.

Although we currently intend to operate in a manner designed to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke our REIT election.

UMBRELLA PARTNERSHIP REIT

We are formed as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) and, as such, have the ability to issue Operating Partnership Units in exchange for properties sold by independent owners. By utilizing such Units as currency in facility acquisitions, we may obtain more favorable pricing or terms due to the seller’s ability to partially defer their income tax liability. As of September 30, 2021, 344,531 common Units and 3,590,603 preferred Units are outstanding. These Units had been issued in exchange for self-storage properties at the request of the sellers.

INTEREST RATE RISK

The primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

We do not carry any unsecured floating rate debt at September 30, 2021. Therefore, based on our outstanding debt balances at September 30, 2021, a 100 basis point increase in interest rates would not have an effect on our annual interest expense. This analysis does not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking 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, the sensitivity analysis assumes no changes in our capital structure.

INFLATION

We do not believe that inflation has had or will have a direct effect on our operations. Substantially all of the leases at our facilities are on a month-to-month basis which provides us with the opportunity to increase rental rates in a timely manner in response to any potential future inflationary pressures.

SEASONALITY

Our revenues typically have been higher in the third and fourth quarters, primarily because self-storage facilities tend to experience greater occupancy during the late spring, summer and early fall months due to the greater incidences of residential moves and college student activity during these periods. However, we believe that our customer mix, diverse geographic locations, rental structure and expense structure provide adequate protection against undue fluctuations in cash flows and net revenues during off-peak seasons. Thus, we do not expect seasonality to materially affect distributions to shareholders.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 15 to the financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information required is incorporated by reference to the information appearing under the caption “Interest Rate Risk” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Parent Company

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, has been conducted under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective at September 30, 2021. There have not been changes in the Company’s internal controls or in other factors that could significantly affect these controls during the quarter ended September 30, 2021.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934) that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Operating Partnership

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, has been conducted under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective at September 30, 2021. There have not been changes in the Operating Partnership’s internal controls or in other factors that could significantly affect these controls during the quarter ended September 30, 2021.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934) that occurred during the Operating Partnership’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

Although we are party to various legal proceedings, we believe that the likelihood of these contingencies resulting in a material loss to the Company, either individually or in the aggregate, is remote.

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, 2020 (“2020 Annual Report”), which could materially affect our business, financial condition or future results. The risks described in our 2020 Annual Report 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 also may materially adversely affect our business, financial condition and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) On August 2, 2017, the Company’s Board of Directors authorized the repurchase of up to $200 million of the Company’s common stock. We have not made any repurchases under such program since 2017, and up to approximately $191.8 million of the Company’s common stock may yet be purchased under such program. The program does not have an expiration date but may be suspended or discontinued at any time.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits


31.1		Certification of Chief Executive Officer of Life Storage, Inc. pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of Chief Financial Officer of Life Storage, Inc. pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.3		Certification of Chief Executive Officer of Life Storage LP pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.4		Certification of Chief Financial Officer of Life Storage LP pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32		Certification of Chief Executive Officer and Chief Financial Officer of Life Storage, Inc. Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer of Life Storage LP Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements from the Parent Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in inline XBRL, as follows:

		(i) Consolidated Balance Sheets at September 30, 2021 and December 31, 2020;

		(ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020;

		(iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020;

		(iv) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020; and

		(v) Notes to Consolidated Financial Statements.

104		Cover 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, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Life Storage, Inc.

	By:		/S/ Andrew J. Gregoire
			Andrew J. Gregoire
			Chief Financial Officer
			(Principal Accounting Officer)

November 3, 2021

Date


	Life Storage LP

	By:		/S/ Andrew J. Gregoire
			Andrew J. Gregoire
			Chief Financial Officer
			(Principal Accounting Officer)

November 3, 2021

Date