Extra Space Storage(EXR) - 2024 Q2 - Quarterly Report

Statement on Forward-Looking Information Forward-Looking Statements and Risks This section outlines forward-looking statements, noting actual results may differ due to economic conditions, acquisition integration, competition, and regulatory risks - Forward-looking statements are based on current expectations and assumptions, and actual results may differ materially due to various risks and uncertainties[4][5][7] - Key risk factors include adverse changes in general economic conditions, challenges in integrating Life Storage, competition, potential liability for uninsured losses, regulatory environment impacts, disruptions in credit markets, reliance on information technologies, changes in interest rates, and risks associated with acquisitions and dispositions[6] Part I. Financial Information Item 1. Financial Statements (Unaudited) This section presents unaudited condensed consolidated financial statements, covering balance sheets, operations, comprehensive income, equity, and cash flows Condensed Consolidated Balance Sheets | Metric | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Total Assets | $27,762,080 | $27,456,262 |\n| Total Liabilities | $12,631,240 | $12,042,313 |\n| Total Extra Space Storage Inc. Stockholders' Equity | $14,172,632 | $14,390,921 | Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2024 (thousands) | Three Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|:---|:---|\n| Total Revenues | $810,663 | $511,386 | $1,610,202 | $1,014,436 |\n| Total Expenses | $451,243 | $238,047 | $914,954 | $477,555 |\n| Net Income | $195,412 | $215,312 | $419,486 | $424,190 |\n| Net Income Attributable to Common Stockholders | $185,872 | $202,410 | $398,984 | $398,714 |\n| Basic EPS | $0.88 | $1.50 | $1.88 | $2.96 |\n| Diluted EPS | $0.88 | $1.50 | $1.88 | $2.95 | - Total revenues increased by 58.5% for the three months ended June 30, 2024, and 58.7% for the six months ended June 30, 2024, primarily due to the Life Storage Merger and other acquisitions[12][116] - Net income attributable to common stockholders decreased by 8.2% for the three months ended June 30, 2024, and slightly increased by 0.1% for the six months ended June 30, 2024[12] Condensed Consolidated Statements of Comprehensive Income | Metric | Three Months Ended June 30, 2024 (thousands) | Three Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|:---|:---|\n| Net Income | $195,412 | $215,312 | $419,486 | $424,190 |\n| Total Comprehensive Income | $194,406 | $227,911 | $429,682 | $422,279 |\n| Comprehensive Income Attributable to Common Stockholders | $184,922 | $214,394 | $408,790 | $396,981 | Condensed Consolidated Statement of Noncontrolling Interests and Equity | Metric | Balances at March 31, 2024 (thousands) | Balances at June 30, 2024 (thousands) | |:---|:---|:---|\n| Total Noncontrolling Interests and Equity | $15,288,978 | $15,130,840 |\n| Net Income | $195,412 | $195,412 |\n| Dividends Paid on Common Stock | — | $(343,389) | - During the three months ended June 30, 2024, the company reported net income of $195,412 thousand and paid $343,389 thousand in common stock dividends[16] Condensed Consolidated Statements of Cash Flows | Metric | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|\n| Net Cash Provided by Operating Activities | $1,010,800 | $629,527 |\n| Net Cash Used in Investing Activities | $(764,767) | $(357,586) |\n| Net Cash Used in Financing Activities | $(269,572) | $(316,763) |\n| Net Decrease in Cash, Cash Equivalents, and Restricted Cash | $(23,539) | $(44,822) |\n| Cash, Cash Equivalents, and Restricted Cash, End of Period | $81,544 | $52,913 | - Net cash provided by operating activities increased significantly by 60.6% year-over-year for the six months ended June 30, 2024[21] - Net cash used in investing activities more than doubled, primarily due to increased acquisition and development of real estate assets and higher issuance and purchase of notes receivable[21][136] Notes to Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, offering insights into accounting policies, asset valuations, debt, and equity 1. Organization - Extra Space Storage Inc. is a self-administered and self-managed REIT, owning, operating, managing, acquiring, developing, and redeveloping self-storage properties across 42 states and Washington, D.C.[25][26] | Metric | June 30, 2024 | |:---|:---|\n| Direct & Indirect Equity Interests in Stores | 2,389 |\n| Stores Managed for Third Parties | 1,423 |\n| Total Stores Owned and/or Managed | 3,812 | 2. Basis of Presentation - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, and operating results for the three and six months ended June 30, 2024, are not necessarily indicative of full-year results[27] - The company expects to adopt ASU No. 2023-07 – Segment Reporting for its annual report on Form 10-K for the year ending December 31, 2024, which requires incremental segment disclosures[28] 3. Fair Value Disclosures - The company uses interest rate swaps to manage interest rate risk, with valuations determined using discounted cash flow analysis and observable market-based inputs (Level 2 fair value hierarchy)[29][32] - A loss of $54,659 thousand was recorded during the three months ended June 30, 2024, for seven stores classified as held for sale, as their estimated fair value less selling costs was below their net carrying value[36][37] | Description | Fair Value (June 30, 2024, thousands) | Carrying Value (June 30, 2024, thousands) | Fair Value (December 31, 2023, thousands) | Carrying Value (December 31, 2023, thousands) | |:---|:---|:---|:---|:---|\n| Fixed rate debt | $8,052,960 | $8,604,553 | $7,482,054 | $8,048,605 | 4. Acquisitions and Dispositions - The Life Storage Merger closed on July 20, 2023, involving 757 wholly-owned stores and one consolidated joint venture store, with total equity consideration of $11,602,808 thousand[42] | Consideration Type | July 20, 2023 (thousands) | |:---|:---|\n| Common stock | $11,353,338 |\n| OP units | $249,470 |\n| Cash for payoff of Life Storage credit facility and debt | $1,192,000 |\n| Transaction Costs | $55,318 |\n| Total Consideration | $12,850,127 | | Period | Number of Stores Acquired | Cash Paid (thousands) | |:---|:---|:---|\n| Q2 2024 | 3 | $27,644 |\n| Q1 2024 | 6 | $35,084 |\n| Total 2024 | 9 | $62,728 |\n| Total 2023 | 4 | $45,999 | 5. Real Estate Assets | Component | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Land | $4,903,843 | $4,904,705 |\n| Buildings, improvements and other intangibles | $21,803,131 | $21,664,224 |\n| Less: accumulated depreciation and amortization | $(2,984,371) | $(2,624,405) |\n| Net Operating Real Estate Assets | $24,213,298 | $24,437,128 |\n| Real Estate Assets, Net | $24,340,817 | $24,555,873 |\n| Real Estate Assets Held for Sale | $51,934 | $— | - As of June 30, 2024, seven stores were classified as held for sale, resulting in an estimated loss of $54,659 thousand due to their fair value being less than carrying value[50] 6. Other Assets | Component | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Goodwill | $170,811 | $170,811 |\n| Receivables, net | $164,060 | $134,716 |\n| Prepaid expenses and deposits | $92,605 | $85,153 |\n| Other intangible assets, net | $47,498 | $66,332 |\n| Trade name | $50,000 | $50,000 |\n| Fair value of interest rate swaps | $31,133 | $26,183 |\n| Total Other Assets | $617,631 | $597,700 | 7. Earnings Per Common Share | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | |:---|:---|:---|:---|:---|\n| Basic EPS | $0.88 | $1.50 | $1.88 | $2.96 |\n| Diluted EPS | $0.88 | $1.50 | $1.88 | $2.95 |\n| Weighted Average Common Shares Outstanding - Basic | 211,584,155 | 134,832,232 | 211,433,877 | 134,672,672 |\n| Weighted Average Common Shares Outstanding - Diluted | 211,587,105 | 143,529,817 | 220,114,016 | 143,337,522 | - Basic and diluted EPS decreased significantly year-over-year for both the three and six months ended June 30, 2024, despite a substantial increase in weighted average shares outstanding due to the Life Storage Merger[42][58] 8. Investments in Unconsolidated Real Estate Entities - The company holds investments in preferred stock of SmartStop Self Storage REIT, Inc. ($200,000 thousand) and Strategic Storage Trust VI, Inc. ($150,000 thousand), both generating dividend income[62][63] | Investment Type | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| SmartStop Self Storage REIT, Inc. Preferred Stock | $200,000 | $200,000 |\n| Strategic Storage Trust VI, Inc. Preferred Stock | $150,000 | $150,000 |\n| Net Investments in and Cash distributions in unconsolidated real estate entities | $992,022 | $1,000,548 | 9. Investments in Debt Securities and Notes Receivable - The company holds a $300,000 thousand investment in mandatorily redeemable Series D Preferred Shares of JCAP, with an initial dividend rate of 8.5%[65] | Component | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Debt securities - Preferred Stock | $300,000 | $300,000 |\n| Notes Receivable - Bridge Loans | $1,136,306 | $594,727 |\n| Total Investments in Debt Securities and Notes Receivable | $1,442,681 | $904,769 | - Bridge loan financing to third-party self-storage owners increased significantly, with $491,918 thousand in initial loan draws during the six months ended June 30, 2024[66] 10. Debt | Component | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Secured notes payable | $1,270,723 | $1,279,105 |\n| Unsecured term loans | $2,260,000 | $2,660,000 |\n| Unsecured senior notes | $7,325,000 | $6,725,000 |\n| Total Term Debt | $10,855,723 | $10,664,105 |\n| Total Debt (net of discount/costs) | $10,547,305 | $10,334,748 | - As of June 30, 2024, 75.0% of the company's total debt was fixed-rate, with a combined weighted average interest rate of 4.6% (4.0% for fixed-rate, 6.5% for variable-rate)[71] | Year | Scheduled Maturities of Term Debt (thousands) | |:---|:---|\n| 2024 | $248,250 |\n| 2025 | $1,119,521 |\n| 2026 | $1,409,581 |\n| 2027 | $1,314,104 |\n| 2028 | $1,028,400 |\n| 2029 | $1,542,125 |\n| 2030 | $1,343,742 |\n| 2031 | $1,650,000 |\n| 2032 | $600,000 |\n| Thereafter | $600,000 |\n| Total | $10,855,723 | 11. Derivatives - The company uses interest rate swaps as cash flow hedges to manage interest rate risk, with 14 active derivative financial instruments having a total current notional amount of $1,383,303 thousand as of June 30, 2024[75][76] - An estimated $20,946 thousand will be reclassified as an increase to interest income in the coming 12 months from the effective portion of changes in fair value of derivatives[76] | Metric | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Fair Value of Interest Rate Swaps (Other assets) | $31,133 | $26,183 |\n| Fair Value of Interest Rate Swaps (Other liabilities) | $77 | $5,030 | 12. Stockholders' Equity - The company has an $800,000 thousand 'at the market' equity program filed on April 15, 2024, under which no shares have been sold as of June 30, 2024[82] - A share repurchase program authorized on November 13, 2023, allows for repurchases up to $500,000 thousand, with no shares repurchased as of June 30, 2024[82] - On July 20, 2023, 76,217,359 shares of common stock were issued for $11,353,338 thousand as part of the Life Storage Merger[83] 13. Noncontrolling Interest Represented by Preferred Operating Partnership Units - Preferred OP Units are classified as permanent equity and include Series B and Series D Units, with no Series A or C Units outstanding[85][87][89] | Preferred OP Unit Type | June 30, 2024 (thousands) | December 31, 2023 (thousands) | |:---|:---|:---|\n| Series B Units | $33,567 | $33,567 |\n| Series D Units | $157,739 | $188,793 |\n| Total Preferred OP Units | $191,306 | $222,360 | - During the six months ended June 30, 2024, 1,242,168 Series D Units were redeemed for 213,661 shares of common stock[90] 14. Noncontrolling Interest in Operating Partnership and Other Noncontrolling Interests - The company held a 95.5% ownership interest in the Operating Partnership as of June 30, 2024, with the remaining 4.5% held by noncontrolling interests[91] - As of June 30, 2024, there were 8,621,449 OP Units outstanding, which if redeemed for cash, would amount to $1,355,637 thousand based on the average common stock price[92] - Other noncontrolling interests represent ownership in nine consolidated joint ventures, including one variable interest entity (VIE) consolidated by the company[95] 15. Segment Information - The company operates in two reportable segments: self-storage operations and tenant reinsurance, with Net Operating Income (NOI) used to assess performance[97] | Segment | Three Months Ended June 30, 2024 (thousands) | Three Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|:---|:---|\n| Self-Storage Operations Revenue | $697,100 | $440,747 | $1,385,144 | $874,709 |\n| Tenant Reinsurance Revenue | $83,705 | $48,433 | $165,052 | $96,137 |\n| Total Segment Revenues | $780,805 | $489,180 | $1,550,196 | $970,846 |\n| Self-Storage Operations NOI | $500,198 | $326,110 | $983,724 | $642,906 |\n| Tenant Reinsurance NOI | $64,074 | $38,951 | $126,916 | $77,566 |\n| Total Segment NOI | $564,272 | $365,061 | $1,110,640 | $720,472 | - Self-storage operations NOI increased by 53.4% for the three months and 53.0% for the six months ended June 30, 2024, driven by the Life Storage Merger and other acquisitions[98][116][118] 16. Commitments and Contingencies - As of June 30, 2024, the company was under agreement to acquire four stores for a total purchase price of $49,166 thousand, with all scheduled to close in 2024[99] - The company is involved in various legal proceedings, with outcomes inherently unpredictable, and accrues liabilities for probable and estimable loss contingencies[100] - No material environmental liabilities are currently known, but future changes in laws or conditions could result in such liabilities[101] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition and results of operations, including business overview, performance analysis, and liquidity Cautionary Language - The discussion and analysis include forward-looking statements, and readers are advised to review the 'Statement on Forward-Looking Information' for a complete discussion of associated risks[103] Critical Accounting Policies - Financial statements are prepared in accordance with U.S. GAAP, requiring estimates, judgments, and assumptions that can affect reported assets, liabilities, revenues, and expenses[103] Overview - The company is a REIT, deriving substantially all revenues from two segments: storage operations (rents) and tenant reinsurance (insurance revenues)[105] - The company utilizes industry-leading revenue management systems to analyze, set, and adjust rental rates in real-time, aiming to maximize cash flows and respond to market conditions[106] - The self-storage business experiences seasonal fluctuations, with higher occupancy levels generally occurring in the summer months[107] Properties | Metric | June 30, 2024 | |:---|:---|\n| Owned or Ownership Interests in Operating Stores | 2,389 |\n| Wholly-Owned Stores | 1,912 |\n| Consolidated Joint Venture Stores | 5 |\n| Unconsolidated Joint Venture Stores | 472 |\n| Stores Managed for Third Parties | 1,423 |\n| Total Stores Owned and/or Managed | 3,812 |\n| States of Operation | 42 states and Washington, D.C. | - As of June 30, 2024, approximately 2,235,000 tenants were leasing storage units, primarily on a month-to-month basis, with an average length of stay of 17.5 months for tenants who vacated stabilized stores[109] | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | |:---|:---|:---|\n| Average Annual Rent per Square Foot (Existing Customers, Stabilized Stores) | $20.38 | $20.38 |\n| Average Annual Rent per Square Foot (New Leases) | $15.60 | $17.15 |\n| Average Discounts (% of Rental Revenues, Stabilized Properties) | 2.3% | 2.7% | Results of Operations | Revenue Category | Q2 2024 (thousands) | Q2 2023 (thousands) | % Change (Q2) | YTD 2024 (thousands) | YTD 2023 (thousands) | % Change (YTD) | |:---|:---|:---|:---|:---|:---|:---|\n| Property Rental | $697,100 | $440,747 | 58.2% | $1,385,144 | $874,709 | 58.4% |\n| Tenant Reinsurance | $83,705 | $48,433 | 72.8% | $165,052 | $96,137 | 71.7% |\n| Management Fees and Other Income | $29,858 | $22,206 | 34.5% | $60,006 | $43,590 | 37.7% |\n| Total Revenues | $810,663 | $511,386 | 58.5% | $1,610,202 | $1,014,436 | 58.7% | - The significant increase in property rental revenues was primarily driven by the Life Storage Merger and other acquisitions in 2023 and 2024[116] | Expense Category | Q2 2024 (thousands) | Q2 2023 (thousands) | % Change (Q2) | YTD 2024 (thousands) | YTD 2023 (thousands) | % Change (YTD) | |:---|:---|:---|:---|:---|:---|:---|\n| Property Operations | $196,902 | $114,637 | 71.8% | $401,420 | $231,803 | 73.2% |\n| Tenant Reinsurance | $19,631 | $9,482 | 107.0% | $38,136 | $18,571 | 105.3% |\n| General and Administrative | $39,901 | $34,842 | 14.5% | $83,623 | $69,605 | 20.1% |\n| Depreciation and Amortization | $194,809 | $79,086 | 146.3% | $391,775 | $157,576 | 148.7% |\n| Total Expenses | $451,243 | $238,047 | 89.6% | $914,954 | $477,555 | 91.6% | - Depreciation and amortization expenses saw the largest percentage increase, up 146.3% for Q2 and 148.7% for YTD, due to new store acquisitions and amortization of intangibles from the Life Storage Merger[118][120] - A loss of $54,659 thousand was recognized on real estate assets held for sale during Q2 2024[121][124] - Interest expense increased by 58.8% for Q2 and 62.0% for YTD, driven by a higher debt balance (approx. $11.8 billion at June 30, 2024) and a slightly higher weighted average interest rate (4.6%)[121] - Interest income increased by 48.2% for Q2 and 35.3% for YTD, primarily due to an increase in bridge loans held and higher interest rates[122] Funds From Operations - FFO is presented as a supplement to net earnings, reflecting the value of real estate assets more accurately than GAAP net income by excluding certain non-cash items[127] | Metric | Three Months Ended June 30, 2024 (thousands) | Three Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|:---|:---|\n| Net Income Attributable to Common Stockholders | $185,872 | $202,410 | $398,984 | $398,714 |\n| Funds From Operations Attributable to Common Stockholders and Unit Holders | $439,434 | $296,028 | $855,004 | $585,104 | - FFO attributable to common stockholders and unit holders increased by 48.4% for the three months and 46.1% for the six months ended June 30, 2024[129] Same-Store Results - The same-store pool consists of 1,078 wholly-owned and operated stores stabilized by the first day of the earliest calendar year presented[131][132] | Metric | Q2 2024 | Q2 2023 | % Change (Q2) | YTD 2024 | YTD 2023 | % Change (YTD) | |:---|:---|:---|:---|:---|:---|:---|\n| Total Same-Store Rental Revenues | $419,249 | $416,704 | 0.6% | $833,906 | $827,283 | 0.8% |\n| Total Same-Store Operating Expenses | $105,927 | $99,928 | 6.0% | $213,777 | $202,117 | 5.8% |\n| Same-Store Net Operating Income (NOI) | $313,322 | $316,776 | (1.1)% | $620,129 | $625,166 | (0.8)% |\n| Same-Store Square Foot Occupancy (as of year end) | 94.3% | 94.0% | 0.3 ppt | 94.3% | 94.0% | 0.3 ppt |\n| Average Same-Store Square Foot Occupancy | 94.1% | 93.7% | 0.4 ppt | 93.6% | 93.2% | 0.4 ppt | - Same-store NOI decreased by 1.1% for the three months and 0.8% for the six months ended June 30, 2024, primarily due to a 6.0% increase in operating expenses outpacing a 0.6% increase in rental revenues[132] Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2024 (thousands) | Six Months Ended June 30, 2023 (thousands) | |:---|:---|:---|\n| Net Cash Provided by Operating Activities | $1,010,800 | $629,527 |\n| Net Cash Used in Investing Activities | $(764,767) | $(357,586) |\n| Net Cash Used in Financing Activities | $(269,572) | $(316,763) | - Cash flows from operating activities increased significantly, while cash flows used in investing activities more than doubled, primarily due to increased acquisitions, development, and bridge loan investments[136] - The company expects operating cash flows, existing cash, credit lines, and capital markets access to be sufficient for anticipated cash needs over the next twelve months[136][137] Liquidity and Capital Resources | Metric | June 30, 2024 (thousands) | |:---|:---|\n| Cash and Cash Equivalents | $76,973 |\n| Total Face Value of Debt | $11,803,723 |\n| Debt to Total Enterprise Value Ratio | 25.5% |\n| Fixed-Rate Debt to Total Debt Ratio | 75.0% |\n| Weighted Average Interest Rate (Total Debt) | 4.6% |\n| Unencumbered Stores | 1,680 |\n| Unencumbered Asset Value | $32,357,105 |\n| Total Asset Value | $38,192,174 | - The company maintains BBB+/Stable (S&P) and Baa2 (Moody's) credit ratings, upgraded in July 2023 following the Life Storage Merger[141] - An 'at the market' equity program allows for the issuance and sale of common stock up to $800 million, with no shares sold as of June 30, 2024[143] Off-Balance Sheet Arrangements - The company does not have any material relationships with unconsolidated entities or financial partnerships for off-balance sheet arrangements, nor has it guaranteed obligations of such entities[144] Seasonality - The self-storage business is seasonal, with a greater portion of revenues and profits realized from May through September, and highest occupancy typically in July[145] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, focusing on interest rate risk and its potential impact on financial performance Market Risk - Market risk refers to the potential for loss due to adverse changes in market prices and interest rates, which can affect future income, cash flows, and fair values of financial instruments[147] Interest Rate Risk - As of June 30, 2024, approximately $2.9 billion of the company's $11.8 billion total debt was subject to variable interest rates[148] - A hypothetical 100 basis point increase or decrease in SOFR would result in an approximate $29.5 million annual change in interest expense, impacting future earnings and cash flows[148] Item 4. Controls and Procedures This section addresses the effectiveness of disclosure controls and procedures and reports on changes in internal control over financial reporting (1) Disclosure Controls and Procedures - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024[150] (2) Changes in internal control over financial reporting - There were no changes in internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[151] Part II. Other Information Item 1. Legal Proceedings This section discloses the company's involvement in various legal proceedings and claims, noting the inherent unpredictability of litigation outcomes - The company is involved in various legal proceedings and claims, with outcomes that cannot be determined with certainty, and accrues liabilities for probable and estimable loss contingencies[153] Item 1A. Risk Factors This section refers readers to comprehensive risk factors detailed in the Annual Report on Form 10-K, stating no material changes have occurred - No material changes have occurred to the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2023[154] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities during the reporting period - There were no unregistered sales of equity securities during the period[154] Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the period[154] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[155] Item 5. Other Information This section reports on any Rule 10b5-1 trading arrangements by officers or directors - None of the company's officers or directors adopted, modified, or terminated any Rule 10b5-1(c) trading arrangements during the three months ended June 30, 2024[155] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including agreements, articles of incorporation, indentures, and certifications - Key exhibits include the Equity Distribution Agreement, Agreement and Plan of Merger (Life Storage), Amended and Restated Articles of Incorporation, various Supplemental Indentures, and certifications from the CEO and CFO[156][158][159] Signatures Authorized Signatures This section contains the authorized signatures for the Form 10-Q report - The report is signed by Joseph D. Margolis, Chief Executive Officer, and P. Scott Stubbs, Executive Vice President and Chief Financial Officer, on August 2, 2024[160]