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.

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).

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.

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.

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

As of ~~April~~July 29, 2021, ~~76,855,417~~78,316,079 shares of Common Stock, $.01 par value per share, were outstanding.

This report combines the quarterly reports on Form 10-Q for the period ended ~~March 31,~~June 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 99.6% ownership interest therein as of ~~March 31,~~June 30, 2021. 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:

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.

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 ~~three-month~~six-month period ended ~~March 31,~~June 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 ~~March 31,~~June 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.

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

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 ~~three~~six months ended ~~March 31,~~June 30, 2021, approximately ~~18%~~18% and ~~13%~~13% of the Company’s revenue was derived from self-storage facilities in the states of Texas and Florida, respectively.

7. MORTGAGES PAYABLE AND DEBT MATURITIES

Mortgages payable at ~~March 31,~~June 30, 2021 and December 31, 2020 consist of the following:

(dollars in thousands)

March 31,
2021

December 31,
2020

4.065% mortgage note due April 1, 2023, secured by 1 self-
   storage facility with an aggregate net book value of $7.1
   million, principal and interest paid monthly
   (effective interest rate 4.40%)

$
3,807

$
3,832

5.26% mortgage note due November 1, 2023, secured by 1
   self-storage facility with an aggregate net book value of $7.8
   million, principal and interest paid monthly
   (effective interest rate 5.69%)

3,710

3,728

4.4625% mortgage notes due December 6, 2024, secured by
   3 self-storage facilities with an aggregate net book value
   of $54.8 million, principal and interest paid monthly
   (effective interest rate 3.12%)

22,620

22,684

4.44% mortgage note due July 6, 2025, secured by 1
   self-storage facility with an aggregate net book value of $13.6
   million, principal and interest paid monthly
   (effective interest rate 4.60%)

6,316

6,343

5.99% mortgage note due May 1, 2026, secured by 1 self-
   storage facility with an aggregate net book value of $6.4
   million, principal and interest paid monthly
   (effective interest rate 6.45%)

1,143

1,190

Total mortgages payable

$
37,596

$
37,777


(dollars in thousands)	June 30, 2021		December 31, 2020
4.065% mortgage note due April 1, 2023, secured by 1 self- storage facility with an aggregate net book value of $7.1 million, principal and interest paid monthly (effective interest rate 4.31%)	$	3,780	$	3,832
5.26% mortgage note due November 1, 2023, secured by 1 self-storage facility with an aggregate net book value of $7.8 million, principal and interest paid monthly (effective interest rate 5.57%)		3,689		3,728
4.4625% mortgage notes due December 6, 2024, secured by 3 self-storage facilities with an aggregate net book value of $54.6 million, principal and interest paid monthly (effective interest rate 3.18%)		22,556		22,684
4.44% mortgage note due July 6, 2025, secured by 1 self-storage facility with an aggregate net book value of $13.5 million, principal and interest paid monthly (effective interest rate 4.50%)		6,286		6,343
5.99% mortgage note due May 1, 2026, secured by 1 self- storage facility with an aggregate net book value of $6.4 million, principal and interest paid monthly (effective interest rate 6.43%)		1,095		1,190
Total mortgages payable	$	37,406	$	37,777

The table below summarizes the Company’s debt obligations at ~~March 31,~~June 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% (1.06% at
March 31, 2021)

$
—

$
—

$
43,000

$
—

$
—

$
—

$
43,000

$
43,000

Notes Payable:

Term note - fixed rate 4.533%

—

—

—

175,000

—

—

175,000

195,252

Term note - fixed rate 3.50%

—

—

—

—

—

600,000

600,000

657,471

Term note - fixed rate 3.875%

—

—

—

—

—

450,000

450,000

494,057

Term note - fixed rate 3.67%

—

—

—

—

—

200,000

200,000

215,203

Term note - fixed rate 4.00%

—

—

—

—

—

350,000

350,000

394,261

Term note - fixed rate 2.20%

—

—

—

—

—

400,000

400,000

376,052

Mortgage note - fixed rate 4.065%

79

108

3,620

—

—

—

3,807

3,936

Mortgage note - fixed rate 5.26%

60

83

3,567

—

—

—

3,710

3,983

Mortgage notes - fixed rate 4.4625%

—

—

—

22,620

—

—

22,620

23,317

Mortgage note - fixed rate 4.44%

92

125

130

136

5,833

—

6,316

6,765

Mortgage note - fixed rate 5.99%

145

203

216

229

244

106

1,143

1,244

Total

$
376

$
519

$
50,533

$
197,985

$
6,077

$
2,000,106

$
2,255,596


			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 June 30, 2021)	$	—	$	—	$	140,000	$	—	$	—	$	—	$	140,000	$	140,000
Notes Payable:
Term note - fixed rate 4.533%		—		—		—		175,000		—		—		175,000		192,627
Term note - fixed rate 3.50%		—		—		—		—		—		600,000		600,000		664,217
Term note - fixed rate 3.875%		—		—		—		—		—		450,000		450,000		499,450
Term note - fixed rate 3.67%		—		—		—		—		—		200,000		200,000		219,355
Term note - fixed rate 4.00%		—		—		—		—		—		350,000		350,000		399,844
Term note - fixed rate 2.20%		—		—		—		—		—		400,000		400,000		391,570
Mortgage note - fixed rate 4.065%		52		108		3,620		—		—		—		3,780		3,916
Mortgage note - fixed rate 5.26%		39		83		3,567		—		—		—		3,689		3,964
Mortgage notes - fixed rate 4.4625%		—		—		—		22,556		—		—		22,556		23,432
Mortgage note - fixed rate 4.44%		62		125		130		136		5,833		—		6,286		6,819
Mortgage note - fixed rate 5.99%		97		203		216		229		244		106		1,095		1,201
Total	$	250	$	519	$	147,533	$	197,921	$	6,077	$	2,000,106	$	2,352,406

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~~$9.2 million. The ~~$9.2~~$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 six months ended ~~March 31,~~June 30, 2021 and 2020 are summarized as follows:


(dollars in thousands)	Three Months Ended June 30, 2021			Three Months Ended June 30, 2020			Six Months Ended June 30, 2021			Six Months Ended June 30, 2020
Accumulated other comprehensive loss beginning of period	$	(4,812	)	$	(5,729	)	$	(5,041	)	$	(5,958	)
Realized loss reclassified from accumulated other comprehensive loss to interest expense		229			229			458			458
Accumulated other comprehensive loss end of period	$	(4,583	)	$	(5,500	)	$	(4,583	)	$	(5,500	)

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 0 assets or liabilities carried at fair value measured on a recurring basis on the consolidated balance sheets as of ~~March 31,~~June 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

March 31,

2021

Company

common

ownership

interest at

March 31,

2021

Carrying value

of investment

at March 31,

2021

Carrying value of

investment at

December 31,

2020

Number of
Properties at
June 30,
2021

Company
common
ownership
interest at
June 30,
2021

Carrying value
of investment
at June 30,
2021

Carrying value of
investment at
December 31,
2020

Sovran HHF Storage Holdings LLC (“Sovran HHF”)¹

20%

$60.0 million

$60.5 million

20%

$59.5 million

$60.5 million

Sovran HHF Storage Holdings II LLC (“Sovran HHF II”)²

15%

$27.0 million

$27.3 million

15%

($4.7 million)

$27.3 million

Life Storage-SERS Storage LLC (“SERS”)

20%

$3.0 million

20%

$3.0 million

Life Storage-HIERS Storage LLC (“HIERS”)

20%

$14.2 million

$14.3 million

20%

$14.0 million

$14.3 million

Iskalo Office Holdings, LLC (“Iskalo”)³

N/A

49%

($2.5 million)

191 V Life Storage Holdings LLC ("191 V")3

20%

$28.4 million

—

Iskalo Office Holdings, LLC (“Iskalo”)4

N/A

49%

($2.4 million)

($2.5 million)

Life Storage Spacemax, LLC ("Spacemax")

40%

$16.5 million

$16.7 million

40%

$14.9 million

$16.7 million

Life Storage Virtus, LLC ("Virtus")⁴

20%

$1.4 million

$1.5 million

SNL Orix Merrick, LLC ("Merrick")⁵

—

$2.5 million

Joint ventures with properties in development stage⁶

Various

$11.5 million

$10.4 million

Life Storage Virtus, LLC ("Virtus")5

20%

$1.3 million

$1.5 million

SNL Orix Merrick, LLC ("Merrick")6

—

$2.5 million

Joint ventures with properties in development stage7

Various

$11.7 million

$10.4 million

Other unconsolidated joint ventures (6 joint ventures)

Various

$6.8 million

Various

$6.7 million

$6.8 million

In September 2020, the Company acquired 17 self-storage facilities and related assets from Sovran HHF for total consideration of ~~$175.2~~$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~~$34.0 million were settled. Also in September 2020, Sovran HHF sold 4 self-storage facilities to an unrelated third-party for total consideration of ~~$42.3~~$42.3 million, resulting in a gain on sale of ~~$2.1~~$2.1 million. As of ~~March 31,~~June 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~~$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.

In September 2020, the Company acquired 8 self-storage facilities and related assets from Sovran HHF II for total consideration of ~~$120.2~~$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~~$35.8 million of ~~cash had been placed into escrow until~~ non-recourse loans related to these properties were ~~able to be paid which occurred~~settled in April ~~2021 (see Note 17).~~2021. Also in connection with this transaction, the Company made a ~~$12.7~~$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 June 30, 2021.

³
3	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.

4	Iskalo owns the building that houses the Company’s headquarters. The Company paid rent to Iskalo of ~~$0.4~~$0.7 million and ~~$0.3~~$0.6 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

⁴

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~~$21.7 million. In connection with this acquisition, Virtus entered into ~~$14.0~~$14.0 million of non-recourse mortgage debt. During 2020, the Company contributed ~~$1.7~~$1.7 million to Virtus as the Company’s share of the initial capital investment in the joint venture.

⁵
6	In March 2021, the Company acquired a self-storage facility and related assets from Merrick for total consideration of ~~$47.9~~$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.

⁶

The Company has entered into 7 separate joint ventures, 2 of which are developing self-storage facilities in Ontario, Canada, 4 of which are developing self-storage facilities in the New York City market, and 1 of which is developing a self-storage facility in the Tucson, AZ, market. The Company has contributed an aggregate total of ~~$11.5~~$11.7 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 ~~March 31,~~June 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 ~~$1.8~~$1.9 million ~~and $2.7 million~~ for each of the three months ended ~~March 31,~~June 30, 2021 and 2020, and $3.7 million and $4.5 million for the six months ended June 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 March 31, 2021		Three Months Ended March 31, 2020			Three Months Ended June 30, 2021		Three Months Ended June 30, 2020			Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Sovran HHF	$	654	$	922		$	747	$	861		$	1,401	$	1,783
Sovran HHF II		332		455			389		446			721		901
Other unconsolidated joint ventures		235		(261	)		292		(337	)		527		(598	)
	$	1,221	$	1,116		$	1,428	$	970		$	2,649	$	2,086

~~A summary of the combined unconsolidated joint ventures’ financial statements as of and for the three months ended March 31, 2021 is as follows:~~

(dollars in thousands)

Balance Sheet Data:

Investment in storage facilities, net

$
1,076,066

Investment in office building, net

4,185

Other assets

58,947

Total Assets

$
1,139,198

Due to the Company

$
520

Mortgages payable

529,504

Other liabilities

17,660

Total Liabilities

547,684

Unaffiliated partners’ equity

453,561

Company equity

137,953

Total Partners’ Equity

591,514

Total Liabilities and Partners’ Equity

$
1,139,198

Income Statement Data:

Total revenues

$
27,231

Property operating expenses

(9,529
)
Administrative, management and call center fees

(2,051
)
Gain on disposal of self-storage facilities

29,685

Depreciation and amortization of customer list

(6,017
)
Amortization of financing fees

(145
)
Income tax expense

(58
)
Interest expense

(5,229
)
Net income

$
33,887

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 ~~$0.6~~$0.6 million and ~~$0.8~~$0.9 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $1.1 million and $1.7 million for the six months ended June 30, 2021 and 2020, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations. At ~~March 31,~~June 30, 2021 and 2020, there were 0 material unrecognized tax benefits and at ~~March 31,~~June 30, 2021 and 2020 and the Company had 0 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 ~~March 31,~~June 30, 2021, the Company’s taxable REIT subsidiaries have deferred tax assets totaling ~~$0.3~~$0.4 million and a deferred tax liability of ~~$1.7~~$1.6 million. As of December 31, 2020, the Company’s taxable REIT subsidiaries had deferred tax assets of ~~$0.4~~$0.4 million and a deferred tax liability of ~~$1.7~~$1.7 million. The tax years ~~2017-2020~~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%~~35% to a flat ~~21%~~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 March 31, 2021		Three Months Ended March 31, 2020		Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Numerator:
Net income attributable to common shareholders	$	47,383	$	36,433	$	57,516	$	36,457	$	104,898	$	72,890
Denominator:
Denominator for basic earnings per share – weighted average shares		75,387		70,016		77,058		70,267		76,222		70,142
Effect of Dilutive Securities:
Stock options and non-vested stock		123		110		162		92		143		101
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		75,510		70,126		77,220		70,359		76,365		70,243
Basic earnings per common share attributable to common shareholders	$	0.63	$	0.52	$	0.75	$	0.52	$	1.38	$	1.04
Diluted earnings per common share attributable to common shareholders	$	0.63	$	0.52	$	0.74	$	0.52	$	1.37	$	1.04

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 March 31, 2021		Three Months Ended March 31, 2020		Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Numerator:
Net income attributable to common unitholders	$	47,383	$	36,433	$	57,516	$	36,457	$	104,898	$	72,890
Denominator:
Denominator for basic earnings per unit – weighted average units		75,387		70,016		77,058		70,267		76,222		70,142
Effect of Dilutive Securities:
Stock options and non-vested stock		123		110		162		92		143		101
Denominator for diluted earnings per unit – adjusted weighted average units and assumed conversion		75,510		70,126		77,220		70,359		76,365		70,243
Basic earnings per common unit attributable to common unitholders	$	0.63	$	0.52	$	0.75	$	0.52	$	1.38	$	1.04
Diluted earnings per common unit attributable to common unitholders	$	0.63	$	0.52	$	0.74	$	0.52	$	1.37	$	1.04

Not included in the effect of dilutive securities above for both earnings per share and earnings per unit are ~~149,227~~149,643 unvested restricted shares for the three months ended ~~March 31,~~June 30, 2021, and ~~148,047~~175,983 unvested restricted shares for the three months ended ~~March 31,~~June 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 149,435 unvested restricted shares for the six months ended June 30, 2021, and 162,015 unvested restricted shares for the six months ended June 30, 2020, because their effect would be antidilutive.

13. SHAREHOLDERS’ EQUITY

The following is a reconciliation of the changes in the Parent Company’s total shareholders’ equity for the ~~three~~six months ended ~~March 31,~~June 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			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		$	495	$	2,671,311		$	(288,667	)	$	(5,041	)	$	2,378,098
Net proceeds from issuance of common stock		18		180,511			—			—			180,529			18		180,511			0			0			180,529
Earned portion of non-vested stock		—		1,453			—			—			1,453			0		1,453			0			0			1,453
Stock dividend		252		(252	)		—			—			—			252		(252	)		0			0			0
Carrying value less than redemption value on redeemed noncontrolling interest		—		(4	)		—			—			(4	)		0		(4	)		0			0			(4	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		—		—			(2,358	)		—			(2,358	)		0		0			(2,358	)		0			(2,358	)
Net income attributable to common shareholders		—		—			47,383			—			47,383			0		0			47,383			0			47,383
Amortization of terminated hedge included in AOCL		—		—			—			229			229			0		0			0			229			229
Dividends		—		—			(55,840	)		—			(55,840	)		0		0			(55,840	)		0			(55,840	)
Balance March 31, 2021	$	765	$	2,853,019		$	(299,482	)	$	(4,812	)	$	2,549,490		$	765	$	2,853,019		$	(299,482	)	$	(4,812	)	$	2,549,490
Net proceeds from issuance of common stock																16		148,309			0			0			148,325
Earned portion of non-vested stock																0		1,467			0			0			1,467
Carrying value less than redemption value on redeemed noncontrolling interest																0		(13	)		0			0			(13	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units																0		0			(7,142	)		0			(7,142	)
Net income attributable to common shareholders																0		0			57,516			0			57,516
Amortization of terminated hedge included in AOCL																0		0			0			229			229
Dividends																0		0			(56,873	)		0			(56,873	)
Balance June 30, 2021															$	781	$	3,002,782		$	(305,981	)	$	(4,583	)	$	2,692,999

The following is a reconciliation of the changes in the Parent Company’s total shareholders’ equity for the ~~three~~six months ended ~~March 31,~~June 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		0			0			21,466
Earned portion of non-vested stock		0		1,124		0			0			1,124
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		0		0		5,542			0			5,542
Net income attributable to common shareholders		0		0		36,433			0			36,433
Amortization of terminated hedge included in AOCL		0		0		0			229			229
Dividends		0		0		(49,969	)		0			(49,969	)
Balance March 31, 2020	$	469	$	2,399,311	$	(246,332	)	$	(5,729	)	$	2,147,719
Earned portion of non-vested stock		0		1,071		0			0			1,071
Adjustment to redemption value on noncontrolling redeemable Operating Partnership units		0		0		(2,609	)		0			(2,609	)
Net income attributable to common shareholders		0		0		36,457			0			36,457
Amortization of terminated hedge included in AOCL		0		0		0			229			229
Dividends		0		0		(50,186	)		0			(50,186	)
Balance June 30, 2020	$	469	$	2,400,382	$	(262,670	)	$	(5,500	)	$	2,132,681

(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

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~~$300 million in aggregate offering price of shares of the Company’s common stock. ~~This continuous equity offering program~~The 2018 Equity Program was replaced on December 29, 2020, when the Company entered into a ~~new~~ continuous equity offering program (“2020 Equity Program”) with multiple sales agents, pursuant to which the Company ~~may~~was permitted to sell up to ~~$500~~$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 ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021, the Company issued ~~2,220,559~~3,740,684 shares of common stock under the 2020 Equity Program and the 2021 Equity Program at a weighted average issue price of ~~$82.23~~$88.91 per share, generating net proceeds of ~~$180.5~~$328.9 million after deducting ~~$1.8~~$3.3 million of sales commissions paid to the sales agents, as well as other expenses of ~~$0.3~~$0.4 million. The Company used such proceeds primarily to fund a portion of the acquisition of the 1633 storage facilities during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, the Company issued 285,605 shares of common stock under the 2018 Equity Program at a weighted average issue price of ~~$76.17~~$76.17 per share, generating net proceeds of ~~$21.5~~$21.5 million after deducting ~~$0.2~~$0.2 million of sales commissions paid to the sales agents, as well as other expenses of ~~$0.1~~$0.1 million. The Company used such proceeds to fund a portion of the acquisition of the 6 storage facilities during the ~~three~~six months ended ~~March 31,~~June 30, 2020.

On August 2, 2017, the Company’s Board of Directors authorized the repurchase of up to ~~$200~~$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 0t0t repurchase any outstanding common shares under the Buyback Program during the ~~three~~six months ended ~~March 31,~~June 30, 2021 or during the ~~three~~six months ended ~~March 31,~~June 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 0t0t issue any shares under the Dividend Reinvestment Plan during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020.

On January 4, 2021, the Company announced a ~~three~~three-for-two~~-for-two~~ stock split of the Company’s common stock, to be made in the form of a ~~50%~~50% stock dividend. Shareholders of record at the close of business on January 15, 2021 received onone 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 ~~three~~six months ended ~~March 31,~~June 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			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		$	24,045		$	2,359,094		$	(5,041	)	$	2,378,098
Net proceeds from issuance of Operating Partnership Units		1,807			178,722			—			180,529			1,807			178,722			—			180,529
Earned portion of non-vested stock		14			1,439			—			1,453			14			1,439			—			1,453
Carrying value less than redemption value on redeemed noncontrolling interest		(1	)		(3	)		—			(4	)		(1	)		(3	)		—			(4	)
Adjustment to redemption value on noncontrolling redeemable Operating Partnership Units		—			(2,358	)		—			(2,358	)		—			(2,358	)		—			(2,358	)
Net income attributable to common unitholders		476			46,907			—			47,383			476			46,907			—			47,383
Amortization of terminated hedge included in AOCL		2			(2	)		229			229			2			(2	)		229			229
Distributions		(561	)		(55,279	)		—			(55,840	)		(561	)		(55,279	)		—			(55,840	)
Balance March 31, 2021	$	25,782		$	2,528,520		$	(4,812	)	$	2,549,490		$	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

The following is a reconciliation of the changes in total partners’ capital for the ~~three~~six months ended ~~March 31,~~June 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

(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

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 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 ~~March 31,~~June 30, 2021. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company’s aggregate right-of-use assets total ~~$19.9~~$20.1 million and ~~$20.3~~$20.3 million, respectively, and are included in other assets on the consolidated balance sheet. The related lease liabilities at ~~March 31,~~June 30, 2021 and December 31, 2020 total ~~$19.7~~$19.5 million and ~~$19.9~~$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~~$0.6 million and ~~$0.5~~$0.5 million for the three months ended ~~March 31,~~June 30, 2021 and 2020, respectively, and $1.2 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively. At ~~March 31,~~June 30, 2021, the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases were ~~11.2~~11.1 years and ~~4.67%~~4.71%, respectively.

At ~~March 31,~~June 30, 2021, the Company has approximately ~~$25.7~~$24.6 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	$	898
2022		2,388
2023		2,388
2024		2,374
2025		2,402
Thereafter		14,181
Total	$	24,631

(in thousands)

2021

$
1,939

2022

2,388

2023

2,388

2024

2,374

2025

2,402

Thereafter

14,181

Total

$
25,672

The difference between the amounts included in the table above and the aggregate lease liability recorded in the accompanying consolidated balance sheet at ~~March 31,~~June 30, 2021 is the result of the impact of the discount rate on future minimum lease payments.

At ~~March 31,~~June 30, 2021, the Company was under contract to acquire 64 self-storage facilities for an aggregate purchase price of ~~$106.5~~$54.1 million. The Company acquired 12 of these facilities subsequent to ~~March 31,~~June 30, 2021 for ~~$16.5~~$22.1 million. The ~~purchase~~purchases of the remaining facilities are subject to customary conditions to closing, and there is no assurance that these facilities will be acquired.

At ~~March 31,~~June 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 ~~$33.8~~$62.8 million under these contracts in 2021 and 2022.

17. SUBSEQUENT EVENTS

On ~~April~~July 1, 2021, the Company declared a quarterly dividend of ~~$0.74~~$0.74 per common share. The dividend was paid on ~~April~~ July 26, 2021 to shareholders of record on ~~April~~July 14, ~~2021.~~2021. The total dividend paid amounted to ~~$56.9~~$57.9 million.

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.

During ~~April~~July 2021, the Company issued ~~377,621~~272,312 shares of common stock under the Company’s continuous equity offering program at a weighted average issuance price of ~~$88.17~~$110.60 per share, generating net proceeds of ~~$33.0~~$29.8 million.

~~On May 3,~~Subsequent to June 30, 2021, the Company acquired ~~1 self-storage facility for an aggregate purchase price of $16.5 million.~~

~~Subsequent to March 31, 2021, the Company entered into contracts to acquire 11~~2 self-storage facilities for an aggregate purchase price of ~~$159.2~~$22.1 million.

On August 2, 2021, the Company entered into a contract to acquire 4 self-storage facilities for an aggregate purchase price of $47.5 million. The ~~purchases~~purchase of these facilities ~~are~~is subject to customary conditions to closing, and there is no assurance that these facilities will be acquired.

2527

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

~~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 ~~JANUARY~~APRIL 1, 2021 THROUGH ~~MARCH 31,~~JUNE 30, 2021, COMPARED TO THE PERIOD ~~JANUARY~~APRIL 1, 2020 THROUGH ~~MARCH 31,~~JUNE 30, 2020

We recorded rental revenues of ~~$150.3~~$163.1 million for the three months ended ~~March 31,~~June 30, 2021, an increase of ~~$21.4~~$34.3 million or ~~16.6%~~26.6% when compared to rental revenues of ~~$128.9~~$128.8 million for the same period in 2020. This increase in rental revenue was driven by a ~~$9.0~~$17.9 million, or ~~7.3%~~14.6%, 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, ex~~cluding~~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 ~~410~~420 basis point increase in average occupancy along with an increase of ~~1.3%~~8.3% in rental income per square foot. Also affecting the overall increase in rental revenues was an increase of ~~$12.4~~$16.4 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 ~~$3.6~~$6.0 million for the three months ended ~~March 31,~~June 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, and 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.~~program.

Property operations and maintenance expenses increased ~~$5.7~~$6.5 million or ~~17.3%~~20.3% in the three months ended ~~March 31,~~June 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 ~~$1.2~~$0.7 million or ~~4.5%~~2.7% primarily as the result of increased repairs and maintenance ~~expenditures and utilities expenses.~~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 ~~$2.5~~$2.9 million during the three months ended ~~March 31,~~June 30, 2021 as compared to the same period in 2020. The 531 core properties considered in the same store pool experienced a ~~5.0%~~5.6% 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 ~~$1.6~~$2.0 million from stores not included in the same store pool.

Net operating income increased ~~$16.8~~$30.8 million or ~~17.4%~~31.7% resulting from a ~~8.6%~~20.2% increase in our same store net operating income coupled with an increase of ~~$9.7~~$14.2 million related to the Company’s tenant insurance program, increased management fees, and the properties not included in the same store pool.

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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 ~~March 31,~~June 30, 2021 and 2020.


	Three Months ended March 31,						Three Months ended June 30,
(dollars in thousands)	2021			2020			2021			2020
Net income	$	47,592		$	36,625		$	57,765		$	36,648
General and administrative		14,183			12,906			15,083			12,223
Depreciation and amortization		33,359			28,330			35,771			28,987
Gain on sale of real estate		—			(302	)
Interest expense		20,346			20,246			20,774			20,266
Interest income		(779	)		(4	)		(7	)		(2	)
Equity in income of joint ventures		(1,221	)		(1,116	)		(1,428	)		(970	)
Net operating income	$	113,480		$	96,685		$	127,958		$	97,152
Net operating income
Same store	$	89,935		$	82,808		$	98,534		$	81,949
Other stores, tenant reinsurance related income and management fee income		23,545			13,877			29,424			15,203
Total net operating income	$	113,480		$	96,685		$	127,958		$	97,152

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, ex~~cluding~~excluding stores not yet stabilized, four stores significantly impacted by flooding, and two stores that the Company began to fully replace in ~~2017~~.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.

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Same Store Summary


	Three Months ended March 31,				Percentage			Three Months ended June 30,				Percentage
(dollars in thousands)	2021		2020		Change			2021		2020		Change
Same store rental income	$	133,144	$	124,111		7.3	%	$	140,269	$	122,383		14.6	%
Same store other operating income		1,593		1,494		6.6	%		1,778		1,463		21.5	%
Total same store operating income		134,737		125,605		7.3	%		142,047		123,846		14.7	%
Payroll and benefits		10,023		9,841		1.8	%		9,423		9,420		0.0	%
Real estate taxes		17,424		16,592		5.0	%		17,516		16,592		5.6	%
Utilities		3,793		3,620		4.8	%		3,301		3,212		2.8	%
Repairs and maintenance		4,702		4,046		16.2	%		4,146		3,449		20.2	%
Office and other operating expenses		4,036		3,803		6.1	%		3,791		3,479		9.0	%
Insurance		1,524		1,506		1.2	%		1,566		1,500		4.4	%
Advertising		48		64		(25.0	)%		48		64		(25.0	)%
Internet marketing		3,252		3,325		(2.2	)%		3,722		4,181		(11.0	)%
Total same store operating expenses		44,802		42,797		4.7	%		43,513		41,897		3.9	%
Same store net operating income	$	89,935	$	82,808		8.6	%	$	98,534	$	81,949		20.2	%


			Change					Change
Quarterly same store move ins	46,838	46,389		449		51,060	53,371		(2,311	)
Quarterly same store move outs	42,158	44,458		(2,300	)	44,668	43,027		1,641

We believe the ~~increase~~decrease in same store move ins was due to ~~demand from housing transactions and increased demand from customers needing~~lack of available space ~~to work from home~~at many of our stores as a result of extremely high occupancy rates during the ~~COVID-19 global health crisis.~~three months ended June 30, 2021. We believe the ~~decrease~~increase in same store move outs was a result of ~~customers increasing their length of stay and as a result~~the impacts of the COVID-19 global health ~~crisis.~~crisis during the three months ended June 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 ~~March 31,~~June 30, 2021 increased ~~$1.3~~$2.9 million or ~~9.9%~~23.4% when compared with the three months ended ~~March 31,~~June 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.~~stores.

Depreciation and amortization expense increased to ~~$33.4~~$35.8 million in the three months ended ~~March 31,~~June 30, 2021 from ~~$28.3~~$29.0 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, along with increased depreciation on self-storage facilities identified for replacement during ~~the three months ended March 31,~~ 2021.

Total interest expense ~~remained fairly consistent at an increase of $0.1~~increased by $0.5 million during the three months ended ~~March 31,~~June 30, 2021 as compared to the same period in 2020 as a result of an increase in the Company’s outstanding debt ~~balances remained fairly consistent.~~balances.

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

We recorded rental revenues of $313.4 million for the six months ended June 30, 2021, an increase of $55.7 million or 21.6% when compared to rental revenues of $257.7 million for the same period in 2020. This increase in rental revenue was driven by a $26.9 million, or 10.9%, 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 410 basis point increase in average occupancy along with an increase of 4.7% in rental income per square foot. Also affecting the overall increase in rental revenues was an increase of $28.8 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 $9.6 million for the six months ended June 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 $12.2 million or 18.8% in the six months ended June 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 $1.9 million or 3.6% primarily as the result of increased repairs and maintenance expenditures and utilities 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 $5.4 million during the six months ended June 30, 2021 as compared to the same period in 2020. The 531 core properties considered in the same store pool experienced a 5.3% 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 $3.6 million from stores not included in the same store pool.

Net operating income increased $47.6 million or 24.6% resulting from a 14.4% increase in our same store net operating income coupled with an increase of $23.9 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 six months ended June 30, 2021 and 2020.


	Six Months ended June 30,
(dollars in thousands)	2021			2020
Net income	$	105,357		$	73,273
General and administrative		29,266			25,129
Depreciation and amortization		69,130			57,317
Gain on sale of real estate		-			(302	)
Interest expense		41,119			40,513
Interest income		(786	)		(7	)
Equity in income of joint ventures		(2,649	)		(2,086	)
Net operating income	$	241,437		$	193,837
Net operating income
Same store	$	188,469		$	164,758
Other stores, tenant reinsurance related income and management fee income		52,968			29,079
Total net operating income	$	241,437		$	193,837

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


	Six Months ended June 30,				Percentage
(dollars in thousands)	2021		2020		Change
Same store rental income	$	273,412	$	246,494		10.9	%
Same store other operating income		3,371		2,957		14.0	%
Total same store operating income		276,783		249,451		11.0	%
Payroll and benefits		19,445		19,261		1.0	%
Real estate taxes		34,940		33,184		5.3	%
Utilities		7,095		6,832		3.8	%
Repairs and maintenance		8,848		7,494		18.1	%
Office and other operating expenses		7,827		7,282		7.5	%
Insurance		3,089		3,006		2.8	%
Advertising		96		128		(25.0	)%
Internet marketing		6,974		7,506		(7.1	)%
Total same store operating expenses		88,314		84,693		4.3	%
Same store net operating income	$	188,469	$	164,758		14.4	%


			Change
Year-to-date same store move ins	97,898	99,760		(1,862	)
Year-to-date same store move outs	86,826	87,485		(659	)

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 six months ended June 30, 2021. We believe the decrease in same store move outs was a result of customers increasing their length of stay, partially offset by the impacts of the COVID-19 global health crisis during the three months ended June 30, 2020 as many jurisdictions implemented stay-at-home orders for all or a portion of that period.

General and administrative expenses for the six months ended June 30, 2021 increased $4.1 million or 16.5% when compared with the six months ended June 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 $69.1 million in the six months ended June 30, 2021 from $57.3 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, along with increased depreciation on self-storage facilities identified for replacement during 2021.

Total interest increased by $0.6 million during the six months ended June 30, 2021 as compared to the same period in 2020 as a result of an increase in the Company’s outstanding debt balances.

Total interest and dividend income increased by $0.8 million during the ~~three~~six months ended ~~March 31,~~June 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 ~~three~~six months ended ~~March 31,~~June 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 March 31,						Three Months ended June 30,						Six Months ended June 30,
(in thousands)	2021			2020			2021			2020			2021			2020
Net income attributable to common shareholders	$	47,383		$	36,433		$	57,516		$	36,457		$	104,898		$	72,890
Net income attributable to noncontrolling interests in the Operating Partnership		209			192			249			191			459			383
Depreciation of real estate and amortization of intangible assets exclusive of debt issuance costs		32,819			27,742			35,257			28,398			68,076			56,140
Depreciation and amortization from unconsolidated joint ventures		1,202			1,795			1,241			1,682			2,443			3,478
Funds from operations allocable to noncontrolling interest in the Operating Partnership		(359	)		(346	)		(407	)		(348	)		(766	)		(694	)
Funds from operations available to common shareholders	$	81,254		$	65,816		$	93,856		$	66,380		$	175,110		$	132,197

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 significant 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 ~~March 31,~~June 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 ~~March 31,~~June 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 ~~$67.1~~$178.4 million and ~~$45.0~~$125.9 million for the ~~three~~six months ended ~~March 31,~~June 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 ~~$274.7~~$557.6 million and ~~$130.3~~$146.7 million for the ~~three~~six months ended ~~March 31,~~June 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 in 2021 as compared to the same period in ~~2020 and a decrease in return of investment in unconsolidated joint ventures in 2021.~~2020.

Cash provided by financing activities was ~~$167.3~~$355.2 million and ~~$88.8~~$13.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. The increase is primarily a result of the increase in sales of shares of common stock under the Company’s continuous equity offering program during the ~~three~~six months ended ~~March 31,~~June 30, 2021 resulting in net proceeds of ~~$180.5~~$328.9 million as compared to the net proceeds of ~~$21.5~~$21.4 million during the ~~three~~six months ended ~~March 31,~~June 30, 2020, partially offset by increased dividends ~~paid and a decrease~~paid. Also contributing to this increase is an increase in net proceeds from the Company’s line of credit during the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to the ~~three~~six months ended ~~March 31,~~June 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~~and/or share repurchases.

ACQUISITION AND DISPOSITION OF PROPERTIES

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company acquired 1633 self-storage facilities comprising ~~1.1~~2.5 million square feet in Arizona (3), California (1), Florida ~~(8)~~(11), New Hampshire (2), New Jersey (5), New York (1), North Carolina (3), South Carolina (1), Texas (4), and Washington (2) for a total purchase price of ~~$266.2~~$533.7 million, which is net of the Company’s equity in the profit from the sale of the New York store purchased from an unconsolidated joint venture. The weighted average capitalization rate for these acquisitions was ~~3.0%~~3.7%. 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. Additionally, ~~three~~twelve 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 was 5.0% ~~on these purchases and capitalization rates ranged from 0.2% on more recently constructed facilities to 6.4% on mature facilities.~~.

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 ~~March 31,~~June 30, 2021, the Company was under contract to acquire ~~six~~four self-storage facilities for an aggregate purchase price of ~~$106.5~~$54.1 million. The Company acquired ~~one~~two of these facilities subsequent to ~~March 31,~~June 30, 2021 for ~~$16.5~~$22.1 million. Additionally, subsequent to ~~March 31,~~June 30, 2021, the Company entered into ~~contracts~~a contract to acquire 11four self-storage facilities for an aggregate purchase price of ~~$159.2~~$47.5 million. The purchases of the 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 six months ended ~~March 31,~~June 30, 2021 or during ~~fiscal year~~ 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 six months ended June 30, 2020, we added 31,000 square feet to existing properties for a total cost of approximately $4.5 million. We plan to complete a total of ~~$30~~$40 million to ~~$40~~$45 million of additional expansions and enhancements to our existing facilities in 2021, of which ~~$18.4~~$22.1 million was paid as of ~~March 31,~~June 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 ~~three~~six months ended ~~March 31,~~June 30, 2021, we invested approximately ~~$4.3~~$12.8 million in such improvements and we expect to invest approximately ~~$16~~$8 million to ~~$21~~$13 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 ~~March 31,~~June 30, 2021, ~~333,399~~332,399 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.

Based on our outstanding unsecured floating rate debt of ~~$43.0~~$140.0 million at ~~March 31,~~June 30, 2021, a 100 basis point increase in interest rates would have a ~~$0.4~~$1.4 million effect on our annual interest expense. This amount was determined by considering the impact of the hypothetical interest rates on our borrowing cost on ~~March 31,~~June 30, 2021. 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

~~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.

3135

Item 4. Controls and Procedures

~~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 ~~March 31,~~June 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 ~~March 31,~~June 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 ~~March 31,~~June 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 ~~March 31,~~June 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

~~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

~~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

~~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	~~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 ~~March 31,~~June 30, 2021, formatted in inline XBRL, as follows:

		(i) Consolidated Balance Sheets at ~~March 31,~~June 30, 2021 and December 31, 2020;

		(ii) Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020;

		(iii) Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020;

		(iv) Consolidated Statements of Comprehensive Income for the three and six months ended ~~March 31,~~June 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~~

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)~~

~~May 5, 2021~~

~~Date~~


	Life Storage, LPInc.

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

~~May 5,~~August 4, 2021

Date


	Life Storage LP

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

August 4, 2021

Date


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.)


Life Storage, Inc.	Yes☒	No ☐

Life Storage LP	Yes☒	No ☐


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


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

Emerging Growth Company	☐


Large Accelerated Filer	☐	Accelerated Filer	☐

Non-accelerated Filer	☒	Smaller Reporting Company	☐

Emerging Growth Company	☐


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


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


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

Life Storage LP	~~Yes~~ ☐	Yes ☐	No ☒


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


(dollars in thousands, except share data)	March 31, 2021 (unaudited)			December 31, 2020			June 30, 2021 (unaudited)			December 31, 2020
Assets
Investment in storage facilities:
Land	$	991,214		$	951,813		$	1,038,136		$	951,813
Building, equipment, and construction in progress		4,612,622			4,378,510			4,849,523			4,378,510
		5,603,836			5,330,323			5,887,659			5,330,323
Less: accumulated depreciation		(904,420	)		(873,178	)		(937,451	)		(873,178	)
Investment in storage facilities, net		4,699,416			4,457,145			4,950,208			4,457,145
Cash and cash equivalents		13,914			54,400			29,881			54,400
Accounts receivable		14,796			15,464			14,087			15,464
Receivable from unconsolidated joint ventures		520			1,064			635			1,064
Investment in unconsolidated joint ventures		140,415			143,042			139,495			143,042
Prepaid expenses		12,335			8,326			10,211			8,326
Trade name		16,500			16,500			16,500			16,500
Other assets		32,865			31,907			34,071			31,907
Total Assets	$	4,930,761		$	4,727,848		$	5,195,088		$	4,727,848
Liabilities
Line of credit	$	43,000		$	—		$	140,000		$	0
Term notes, net		2,156,140			2,155,457			2,156,823			2,155,457
Accounts payable and accrued liabilities		95,708			112,654			109,508			112,654
Deferred revenue		20,120			17,416			22,587			17,416
Mortgages payable		37,596			37,777			37,406			37,777
Total Liabilities		2,352,564			2,323,304			2,466,324			2,323,304
Noncontrolling redeemable Operating Partnership Units at redemption value		28,707			26,446			35,765			26,446
Shareholders’ Equity
Common stock $.01 par value, 100,000,000 shares authorized, 76,477,796 shares outstanding at March 31, 2021 (74,211,920 at December 31, 2020)		765			495
Common stock $.01 par value, 200,000,000 shares authorized, 78,041,891 shares outstanding at June 30, 2021 (74,211,920 at December 31, 2020)								781			495
Additional paid-in capital		2,853,019			2,671,311			3,002,782			2,671,311
Dividends in excess of net income		(299,482	)		(288,667	)		(305,981	)		(288,667	)
Accumulated other comprehensive loss		(4,812	)		(5,041	)		(4,583	)		(5,041	)
Total Shareholders’ Equity		2,549,490			2,378,098			2,692,999			2,378,098
Total Liabilities and Shareholders’ Equity	$	4,930,761		$	4,727,848		$	5,195,088		$	4,727,848


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands, except per share data)	2021			2020			2021			2020			2021			2020
Revenues
Rental income	$	150,283		$	128,907		$	163,096		$	128,828		$	313,379		$	257,736
Other operating income		21,604			18,036			24,166			18,185			45,770			36,220
Total operating revenues		171,887			146,943			187,262			147,013			359,149			293,956
Expenses
Property operations and maintenance		38,520			32,850			38,794			32,247			77,315			65,097
Real estate taxes		19,887			17,408			20,510			17,614			40,397			35,022
General and administrative		14,183			12,906			15,083			12,223			29,266			25,129
Depreciation and amortization		33,359			28,330			35,771			28,987			69,130			57,317
Total operating expenses		105,949			91,494			110,158			91,071			216,108			182,565
Gain on sale of real estate		—			302			0			0			0			302
Income from operations		65,938			55,751			77,104			55,942			143,041			111,693
Other income (expenses)
Interest expense		(20,346	)		(20,246	)		(20,774	)		(20,266	)		(41,119	)		(40,513	)
Interest and dividend income		779			4			7			2			786			7
Equity in income of joint ventures		1,221			1,116			1,428			970			2,649			2,086
Net income		47,592			36,625			57,765			36,648			105,357			73,273
Net income attributable to noncontrolling interest in the Operating Partnership		(209	)		(192	)		(249	)		(191	)		(459	)		(383	)
Net income attributable to common shareholders	$	47,383		$	36,433		$	57,516		$	36,457		$	104,898		$	72,890
Earnings per common share attributable to common shareholders – basic	$	0.63		$	0.52		$	0.75		$	0.52		$	1.38		$	1.04
Earnings per common share attributable to common shareholders – diluted	$	0.63		$	0.52		$	0.74		$	0.52		$	1.37		$	1.04
Common shares used in basic earnings per share calculation		75,387,332			70,015,856			77,057,520			70,267,332			76,222,426			70,141,595
Common shares used in diluted earnings per share calculation		75,510,201			70,126,344			77,219,999			70,359,207			76,365,100			70,242,776
Dividends declared per common share	$	0.74		$	0.71		$	0.74		$	0.71		$	1.48		$	1.43


(dollars in thousands)	Six Months Ended June 30, 2021
Beginning balance	$	26,446
Net income attributable to noncontrolling interest in the Operating Partnership		459
Redemption of units		(144	)
Distributions		(494	)
Adjustment to redemption value		9,498
Ending balance	$	35,765


(dollars in thousands)	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Rental income	$	150,283	$	128,907	$	163,096	$	128,828	$	313,379	$	257,736
Management and acquisition fee income		4,590		4,413		6,140		4,176		10,730		8,589
Revenues related to tenant reinsurance		12,619		10,138		13,705		10,754		26,324		20,893
Other		4,395		3,485		4,321		3,255		8,716		6,738
Total operating revenues	$	171,887	$	146,943	$	187,262	$	147,013	$	359,149	$	293,956

(Dollars in thousands)	March 31, 2021		December 31, 2020		March 31, 2020
Cash	$	13,914	$	54,400	$	20,720
Restricted cash		4,510		4,371		4,345
Total cash and restricted cash	$	18,424	$	58,771	$	25,065


(dollars in thousands)
Cost:
Beginning balance	$	5,330,323		$	5,330,323
Acquisition of storage facilities		263,299			527,214
Improvements and equipment additions		4,289			17,231
Net increase in construction in progress		6,024			13,232
Dispositions		(99	)		(341	)
Ending balance	$	5,603,836		$	5,887,659
Accumulated Depreciation:
Beginning balance	$	873,178		$	873,178
Additions during the period		31,293			64,416
Dispositions		(51	)		(143	)
Ending balance	$	904,420		$	937,451


(dollars in thousands)	(dollars in thousands)						Consideration paid				Acquisition Date Fair Value						(dollars in thousands)						Consideration paid				Acquisition Date Fair Value
States		Number of Properties		Date of Acquisition	Purchase Price		Cash Paid		Net Other Liabilities (Assets) Assumed		Land		Building, Equipment, and Improvements		In-Place Customer Leases			Number of Properties		Date of Acquisition	Purchase Price		Cash Paid		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			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			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			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			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			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			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
Total acquired in 2021			16		$	266,215	$	265,197	$	1,018	$	39,401	$	223,898	$	2,888			33		$	533,710	$	531,109	$	2,601	$	86,347	$	440,867	$	6,468

(dollars in thousands)
Balance Sheet Data:
Investment in storage facilities, net	$	1,076,066
Investment in office building, net		4,185
Other assets		58,947
Total Assets	$	1,139,198
Due to the Company	$	520
Mortgages payable		529,504
Other liabilities		17,660
Total Liabilities		547,684
Unaffiliated partners’ equity		453,561
Company equity		137,953
Total Partners’ Equity		591,514
Total Liabilities and Partners’ Equity	$	1,139,198
Income Statement Data:
Total revenues	$	27,231
Property operating expenses		(9,529	)
Administrative, management and call center fees		(2,051	)
Gain on disposal of self-storage facilities		29,685
Depreciation and amortization of customer list		(6,017	)
Amortization of financing fees		(145	)
Income tax expense		(58	)
Interest expense		(5,229	)
Net income	$	33,887

(in thousands)
2021	$	1,939
2022		2,388
2023		2,388
2024		2,374
2025		2,402
Thereafter		14,181
Total	$	25,672