Public Storage 10-Q for FY2024 Q2
Public Storage (PSA)
10-Q
2024-07-30
For: 2024-06-30
View Original
Added on
April 06, 2026
About this 10-Q
Public Storage filed this 10-Q on July 30, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.17B
- up 4.8% from $1.12B a year earlier
- Net income
- $518.13M
- down 10.4% from net income of $578.03M a year earlier
- Diluted EPS
- $2.66
- down 11.3% from $3.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2024
or
For the transition period from ____________ to ____________.
Commission File Number: 001-33519
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (818 ) 244-8080 .
Former name, former address and former fiscal, if changed since last report: N/A
Securities registered pursuant to Section 12b of the Act:
| Title of Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 at least the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | |||||||||||
| ☒ | ☐ | ☐ | ||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
Indicate the number of the registrant’s outstanding common shares of beneficial interest, as of July 23, 2024:
Common Shares of beneficial interest, $0.10 par value per share – 175,018,425 shares
PUBLIC STORAGE
INDEX
| PART I | FINANCIAL INFORMATION | Pages | ||||||
| Item 1. | Consolidated Financial Statements (Unaudited) | |||||||
| Consolidated Balance Sheets | ||||||||
| Consolidated Statements of Income | ||||||||
| Consolidated Statements of Comprehensive Income | ||||||||
| Consolidated Statements of Equity | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
| Condensed Notes to Consolidated Financial Statements | ||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
| Item 4. | Controls and Procedures | |||||||
| PART II | OTHER INFORMATION (Items 3 and 4 are not applicable) | |||||||
| Item 1. | Legal Proceedings | |||||||
| Item 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
PUBLIC STORAGE
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
| June 30, 2024 | December 31, 2023 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Real estate facilities, at cost: | |||||||||||
| Land | |||||||||||
| Buildings | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Construction in process | |||||||||||
| Investment in unconsolidated real estate entity | |||||||||||
| Goodwill and other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Notes payable | $ | $ | |||||||||
| Accrued and other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Equity: | |||||||||||
| Public Storage shareholders’ equity: | |||||||||||
Preferred Shares, $ | |||||||||||
Common Shares, $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Public Storage shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes.
1
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Self-storage facilities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Ancillary operations | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||
| Self-storage cost of operations | |||||||||||||||||||||||||||||
| Ancillary cost of operations | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Real estate acquisition and development expense | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Other increases (decreases) to net income: | |||||||||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated real estate entity | |||||||||||||||||||||||||||||
| Foreign currency exchange gain (loss) | ( | ( | |||||||||||||||||||||||||||
| Gain on sale of real estate | |||||||||||||||||||||||||||||
| Income before income tax expense | |||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Allocation to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income allocable to Public Storage shareholders | |||||||||||||||||||||||||||||
| Allocation of net income to: | |||||||||||||||||||||||||||||
| Preferred shareholders | ( | ( | ( | ( | |||||||||||||||||||||||||
| Restricted share units and unvested LTIP units | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income allocable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||||||||
See accompanying notes.
2
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Foreign currency translation gain (loss) on investment in Shurgard | ( | ||||||||||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||||||||
| Allocation to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||||||||
| Comprehensive income allocable to Public Storage shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||
See accompanying notes.
3
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended June 30, 2024
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with share-based compensation ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net share settlement of restricted share units | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of equity | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders (Note 9) | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common shareholders, restricted share unitholders and unvested LTIP unitholders ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
4
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended June 30, 2023
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with share-based compensation ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net share settlement of restricted share units | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Common shareholders and restricted share unitholders ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Six Months Ended June 30, 2024
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with share-based compensation ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net share settlement of restricted share units (Note 11) | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation cost (Note 11) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common shares ( | — | ( | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of equity | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders (Note 9) | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common shareholders, restricted share unitholders and unvested LTIP unitholders ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
6
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Six Months Ended June 30, 2023
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Issuance of common shares in connection with share-based compensation ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net settlement of restricted share units | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation cost | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Common shareholders and restricted share unitholders ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balances at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
7
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||||||||
| Gain on sale of real estate | ( | ||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Equity in earnings of unconsolidated real estate entity | ( | ( | |||||||||||||||
| Distributions from cumulative equity in earnings of unconsolidated real estate entity | |||||||||||||||||
| Unrealized foreign currency exchange (gain) loss | ( | ||||||||||||||||
| Share-based compensation expense | |||||||||||||||||
| Other non-cash adjustments | |||||||||||||||||
| Changes in operating assets and liabilities, excluding the impact of acquisitions: | |||||||||||||||||
| Other assets | ( | ( | |||||||||||||||
| Accrued and other liabilities | ( | ( | |||||||||||||||
| Net cash flows from operating activities | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures to maintain real estate facilities | ( | ( | |||||||||||||||
| Capital expenditures for property enhancements | ( | ( | |||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | ( | ( | |||||||||||||||
| Development and expansion of real estate facilities | ( | ( | |||||||||||||||
| Acquisition of real estate facilities and intangible assets | ( | ( | |||||||||||||||
| Distributions in excess of cumulative equity in earnings from unconsolidated real estate entity | |||||||||||||||||
| Proceeds from sale of real estate investments | |||||||||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Issuance costs on amendment of credit facility | ( | ||||||||||||||||
| Repayments of notes payable | ( | ( | |||||||||||||||
| Issuance of notes payable, net of issuance costs | |||||||||||||||||
| Issuance of common shares in connection with share-based compensation | |||||||||||||||||
| Taxes paid upon net share settlement of restricted share units | ( | ( | |||||||||||||||
| Repurchase of common shares | ( | ||||||||||||||||
| Contributions by noncontrolling interests | |||||||||||||||||
| Distributions paid to preferred shareholders, common shareholders, restricted share unitholders and unvested LTIP unitholders | ( | ( | |||||||||||||||
| Distributions paid to noncontrolling interests | ( | ( | |||||||||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||||||||
| Net increase (decrease) in cash and equivalents, including restricted cash | $ | $ | ( | ||||||||||||||
See accompanying notes.
8
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| For the Six Months Ended June 30, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| Cash and equivalents, including restricted cash at beginning of the period: | |||||||||||||||||
| Cash and equivalents | $ | $ | |||||||||||||||
| Restricted cash included in other assets | |||||||||||||||||
| $ | $ | ||||||||||||||||
| Cash and equivalents, including restricted cash at end of the period: | |||||||||||||||||
| Cash and equivalents | $ | $ | |||||||||||||||
| Restricted cash included in other assets | |||||||||||||||||
| $ | $ | ||||||||||||||||
| Supplemental schedule of non-cash investing and financing activities: | |||||||||||||||||
| Costs incurred during the period remaining unpaid at period end for: | |||||||||||||||||
| Capital expenditures to maintain real estate facilities | $ | ( | $ | ( | |||||||||||||
| Capital expenditures for property enhancements | ( | ( | |||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | ( | ( | |||||||||||||||
| Construction or expansion of real estate facilities | ( | ( | |||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | |||||||||||||||
| Cash paid for income taxes, net of refunds | |||||||||||||||||
See accompanying notes.
9
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
1.Description of the Business
Public Storage (referred to herein as “the Company,” “we,” “us,” or “our”) is a Maryland real estate investment trust (“REIT”) engaged in the ownership and operation of self-storage facilities that offer storage spaces for lease, generally on a month-to-month basis, for personal and business use, ancillary activities such as tenant reinsurance, merchandise sales, and third party management, as well as the acquisition and development of additional self-storage space.
Effective August 14, 2023, we are structured as an umbrella partnership REIT, or UPREIT, under which substantially all of our business is conducted through Public Storage OP, L.P. (“PSA OP”), an operating partnership, and its subsidiaries including Public Storage Operating Company (“PSOC”). The primary assets of the parent entity, Public Storage, are general partner and limited partner interests in PSA OP, which holds all of the Company’s assets through its ownership of all of the equity interests in PSOC. As a limited partnership, PSA OP is a variable interest entity and is consolidated by the Company as its primary beneficiary. As of June 30, 2024, the Company owned all of the general partner interests and approximately 99.95 % of the limited partnership interests of PSA OP, with the remaining 0.05 % of limited partnership interests owned by certain trustees and officers of the Company.
At June 30, 2024, we owned interests in 3,049 self-storage facilities (with approximately 218.8 million net rentable square feet) located in 40 states in the United States (“U.S.”) operating under the Public Storage® name, and 1.1 million net rentable square feet of commercial and retail space. In addition, we managed 260 facilities for third parties at June 30, 2024.
At June 30, 2024, we owned a 35 % common equity interest in Shurgard Self Storage Limited (“Shurgard”), a public company traded on the Euronext Brussels under the “SHUR” symbol, which owned 281 self-storage facilities (with approximately 16 million net rentable square feet) located in seven Western European countries, all operating under the Shurgard® name.
2.Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
We have prepared the accompanying interim consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Accounting Standards Codification of the Financial Accounting Standards Board, and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, the interim consolidated financial statements presented herein reflect all adjustments, primarily of a normal recurring nature, that are necessary to present fairly the interim consolidated financial statements. Because they do not include all of the disclosures required by GAAP for complete annual financial statements, these interim consolidated financial statements should be read together with the audited Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Certain amounts previously reported in our June 30, 2023 Consolidated Statements of Income have been reclassified to conform to the June 30, 2024 presentation, with respect to the separate presentation of real estate acquisition and development expense in the amount of $3.1 million and $8.6 million for the three and six months ended June 30, 2023, respectively, previously included in general and administrative expense. The reclassification had no impact on our net income.
Disclosures of the number and square footage of facilities, as well as the number and coverage of tenant reinsurance policies (Note 14) are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.).
Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
10
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
Summary of Significant Accounting Policies
There have been no significant changes to the Company's significant accounting policies described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
3.Real Estate Facilities
Activity in real estate facilities during the six months ended June 30, 2024 is as follows:
Six Months Ended June 30, 2024 | |||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Operating facilities, at cost: | |||||||||||||||||
| Beginning balance | $ | ||||||||||||||||
| Capital expenditures to maintain real estate facilities | |||||||||||||||||
| Capital expenditures for property enhancements | |||||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | |||||||||||||||||
| Acquisitions | |||||||||||||||||
| Dispositions and other | ( | ||||||||||||||||
| Developed or expanded facilities opened for operation | |||||||||||||||||
| Ending balance | |||||||||||||||||
| Accumulated depreciation: | |||||||||||||||||
| Beginning balance | ( | ||||||||||||||||
| Depreciation expense | ( | ||||||||||||||||
| Ending balance | ( | ||||||||||||||||
| Construction in process: | |||||||||||||||||
| Beginning balance | |||||||||||||||||
| Costs incurred to develop and expand real estate facilities | |||||||||||||||||
| Write-off of cancelled projects | ( | ||||||||||||||||
| Developed or expanded facilities opened for operation | ( | ||||||||||||||||
| Ending balance | |||||||||||||||||
Total real estate facilities at June 30, 2024 | $ | ||||||||||||||||
During the six months ended June 30, 2024, we acquired two self-storage facilities (0.1 million net rentable square feet of storage space), for a total cost of $22.0 million in cash. Approximately $0.4 million of the total cost was allocated to intangible assets. During the six months ended June 30, 2024, we completed development and redevelopment activities costing $119.9 million, adding 0.7 million net rentable square feet of self-storage space. Construction in process at June 30, 2024 consisted of projects to develop new self-storage facilities and expand existing self-storage facilities.
In the six months ended June 30, 2024, we sold a land parcel for $2.4 million in cash and recorded gains on sale of real estate of $0.9 million.
11
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
4.Investment in Unconsolidated Real Estate Entity
Throughout all periods presented, we had a 35 % equity interest in Shurgard. On November 14, 2023, Shurgard issued 8,163,265 new common shares to institutional investors. Public Storage participated on a pro-rata basis in the offering and acquired 2,863,674 common shares for a cost of $112.6 million, maintaining our 35 % equity interest in Shurgard. As a result of the offering, Shurgard common shares that we effectively owned increased from 31,268,459 to 34,132,133 as of June 30, 2024.
Based upon the closing price at June 30, 2024 (€36.05 per share of Shurgard common stock, at 1.072 exchange rate of U.S. Dollars to the Euro), the shares we owned had a market value of approximately $1.3 billion.
Our equity in earnings of Shurgard comprised our equity share of Shurgard’s net income, less amortization of the Shurgard Basis Differential (defined below). During the six months ended June 30, 2024 and 2023, we received $2.0 million and $1.9 million of trademark license fees that Shurgard pays to us for the use of the Shurgard® trademark, respectively. We eliminated $0.7
During the six months ended June 30, 2024 and 2023, we received cash dividend distributions from Shurgard totaling $21.9 million and $19.8 million, respectively. Approximately $13.3 million and $3.2 million of total cash distributions from Shurgard during the six months ended June 30, 2024 and 2023, respectively, represented distributions in excess of cumulative equity in earnings from Shurgard, which was classified within cash flows from investing activities in the Consolidated Statements of Cash Flows.
At June 30, 2024, our investment in Shurgard’s real estate assets exceeded our pro-rata share of the underlying amounts on Shurgard’s balance sheet by $59.7 million ($63.7 million at December 31, 2023). This differential (the “Shurgard Basis Differential”) includes our basis adjustments in Shurgard’s real estate assets net of related deferred income taxes. The Shurgard Basis Differential is being amortized as a reduction to equity in earnings of the Unconsolidated Real Estate Entity. Such amortization totaled approximately $4.0 million and $3.1 million during the six months ended June 30, 2024 and 2023, respectively.
As of June 30, 2024 and 2023, we translated the book value of our investment in Shurgard from Euro to U.S. Dollars and recorded $6.8 million other comprehensive loss and $5.2 million other comprehensive income during the six months ended June 30, 2024 and 2023, respectively.
5.Goodwill and Other Intangible Assets
Goodwill and other intangible assets consisted of the following (amounts in thousands):
| At June 30, 2024 | At December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Gross Book Value | Accumulated Amortization | Net Book Value | Gross Book Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| Goodwill | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
| Shurgard® Trade Name | — | — | |||||||||||||||||||||||||||||||||
| Finite-lived intangible assets, subject to amortization | ( | ( | |||||||||||||||||||||||||||||||||
| Total goodwill and other intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Finite-lived intangible assets consist primarily of acquired customers in place. Amortization expense related to intangible assets subject to amortization was $31.0 million and $66.8 million for the three and six months ended June 30, 2024, respectively, and $10.8 million and $25.4 million for the same periods in 2023. During the six months ended June 30, 2024, intangibles increased $0.4 million, in connection with the acquisition of real estate facilities (Note 3).
12
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
The estimated future amortization expense for our finite-lived intangible assets at June 30, 2024 is as follows (amounts in thousands):
| Year | Amount | |||||||
| Remainder of 2024 | $ | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
6.Credit Facility
On June 12, 2023, PSOC entered into an amended revolving credit agreement (the “Credit Facility”), which increased our borrowing limit from $500 million to $1.5 billion and extended the maturity date from April 19, 2024 to June 12, 2027. We have the option to further extend the maturity date by up to one additional year with additional extension fees up to 0.125 % of the extended commitment amount. Amounts drawn on the Credit Facility bear annual interest at rates ranging from plus 0.65 % to SOFR plus 1.40 % depending upon our credit rating (SOFR plus 0.70 % at June 30, 2024). We are also required to pay a quarterly facility fee ranging from 0.10 % per annum to 0.30 % per annum depending upon our credit rating (0.10 % per annum at June 30, 2024). At June 30, 2024 and July 30, 2024, we had no 15.2 million at June 30, 2024 ($14.6 million at December 31, 2023). The Credit Facility has various customary restrictive covenants with which we were in compliance at June 30, 2024.
Public Storage has provided a full and unconditional guarantee of PSOC’s obligations under the Credit Facility.
13
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
7.Notes Payable
Our notes payable (all of which were issued by PSOC), are reflected net of issuance costs (including original issue discounts), which are amortized as interest expense on the effective interest method over the term of each respective note. Our notes payable at June 30, 2024 and December 31, 2023 are set forth in the tables below:
Amounts at June 30, 2024 | Amounts at December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Coupon Rate | Effective Rate | Principal | Unamortized Costs | Book Value | Fair Value | Book Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||
| ($ amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Dollar Denominated Unsecured Debt | |||||||||||||||||||||||||||||||||||||||||||||||
Notes due April 23, 2024 | + | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Notes due July 25, 2025 | + | ( | |||||||||||||||||||||||||||||||||||||||||||||
Notes due February 15, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due April 16, 2027 | + | ( | |||||||||||||||||||||||||||||||||||||||||||||
Notes due September 15, 2027 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Notes due May 1, 2028 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2028 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due January 15, 2029 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Notes due May 1, 2029 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Notes due May 1, 2031 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2031 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due August 1, 2033 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due August 1, 2053 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Euro Denominated Unsecured Debt | |||||||||||||||||||||||||||||||||||||||||||||||
Notes due April 12, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes due November 3, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Notes due September 9, 2030 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Notes due January 24, 2032 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Notes due April 11, 2039 | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||||||||||||||
Mortgage Debt, secured by | |||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
Public Storage has provided a full and unconditional guarantee of PSOC’s obligations under each series of unsecured notes.
14
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
U.S. Dollar Denominated Unsecured Notes
On April 16, 2024, PSOC completed a public offering of $1.0 billion aggregate principal amount of senior notes, including $700 million aggregate principal amount of floating rate senior notes bearing interest at a rate of Compounded + 0.70 % (reset quarterly) maturing on April 16, 2027 and $300 million aggregate principal amount of senior notes bearing interest at a fixed annual rate of 5.350 % maturing on August 1, 2053. The 2053 notes issued at a discount of $5.3 million constitute a further issuance of, and form a single series with, our outstanding 5.350 % senior notes due 2053 issued on July 26, 2023 in the aggregate principal amount of $600 million. Interest on the floating rate senior notes is payable quarterly, commencing on July 16, 2024. Interest on the 2053 notes is payable semi-annually, commencing on August 1, 2024. In connection with the offering, we received $988.5 million in net proceeds from the offering.
On April 23, 2024, we repaid PSOC’s outstanding $700 million aggregate principal amount of + 0.47 % floating rate senior notes at maturity.
The U.S. Dollar denominated unsecured notes (the “U.S. Dollar Denominated Unsecured Notes”) have various financial covenants with which we were in compliance at June 30, 2024. Included in these covenants are (a) a maximum Debt to Total Assets of 65 % (approximately 17 % at June 30, 2024) and (b) a minimum ratio of Adjusted EBITDA to Interest Expense of 1.5 x (approximately 13 x for the twelve months ended June 30, 2024) as well as covenants limiting the amount we can encumber our properties with mortgage debt.
Euro Denominated Unsecured Notes
At June 30, 2024, our Euro denominated unsecured notes (the “Euro Notes”) consisted of four tranches: (i) €242.0 million issued to institutional investors on November 3, 2015, (ii) €500.0 million issued in a public offering on January 24, 2020, (iii) €700.0 million issued in a public offering on September 9, 2021, and (iv) €150.0 million issued to institutional investors on April 11, 2024. The Euro Notes have financial covenants similar to those of the U.S. Dollar Denominated Unsecured Notes.
The €150.0 million notes issued to institutional investors on April 11, 2024 bear interest at a fixed rate of 4.080 % and mature on April 11, 2039. Interest is payable semi-annually. We received $162.5 million in net proceeds upon converting the Euros to U.S. Dollars. On April 11, 2024, we repaid PSOC’s outstanding €100.0 million aggregate principal amount 1.540 % senior notes due April 12, 2024 to the same institutional investors for $108.4 million.
We reflect changes in the U.S. Dollar equivalent of the amount payable including the associated interest, as a result of changes in foreign exchange rates as “Foreign currency exchange gain (loss)” on our income statement (gains of $12.5 million and $50.4 million for the three and six months ended June 30, 2024, respectively, as compared to losses of $1.1 million and $28.2 million for the three and six months ended June 30, 2023, respectively).
Mortgage Notes
We assumed our non-recourse mortgage debt in connection with property acquisitions, and we recorded such debt at fair value with any premium or discount to the stated note balance amortized using the effective interest method.
At June 30, 2024, the related contractual interest rates of our mortgage notes are fixed, ranging between 3.9 % and 7.1 %, and mature between September 1, 2028 and July 1, 2030.
At June 30, 2024, approximate principal maturities of our Notes Payable are as follows (amounts in thousands):
15
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
| Unsecured Debt | Mortgage Debt | Total | |||||||||||||||
| Remainder of 2024 | $ | $ | $ | ||||||||||||||
| 2025 | |||||||||||||||||
| 2026 | |||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| Weighted average effective rate | |||||||||||||||||
Interest capitalized as real estate totaled $5.2 million and $3.8 million for the six months ended June 30, 2024 and 2023, respectively.
8.Noncontrolling Interests
There are noncontrolling interests related to several subsidiaries of PSOC we consolidate of which we do not own 100% of the equity. At June 30, 2024, certain of these subsidiaries have issued 499,966 partnership units to third-parties that are redeemable by the holders on a one -for-one basis for common shares of the Company or cash at our option. The holders of these partnership units are entitled to receive the same per-unit cash distributions equal to the dividends paid on our common shares.
Noncontrolling interests also include the partnership interests of PSA OP not owned by the Company, including common units (“OP Units”) and vested LTIP units from equity awards we issue to certain officers and trustees of the Company (see Note 11 Share-based Compensation). Vested LTIP units (subject to certain conditions) may be converted into the same number of OP Units of PSA OP, which are redeemable by the holders on a one -for-one basis for common shares of the Company or cash at our option. The holders of OP Units and vested LTIP units are entitled to receive per-unit cash distributions equal to the per-share dividends received by our common shareholders. At June 30, 2024, approximately 0.05 % of the partnership interests of PSA OP, representing 87,242 vested LTIP units, were not owned by the Company. There were no outstanding OP Units not owned by the Company at June 30, 2024. We adjust the balance of noncontrolling interests of PSA OP to reflect their proportionate share of the net assets of PSA OP as of the end of each period.
16
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
9.Shareholders’ Equity
Preferred Shares
At June 30, 2024 and December 31, 2023, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:
At June 30, 2024 | At December 31, 2023 | |||||||||||||||||||||||||||||||||||||
| Series | Earliest Redemption Date | Dividend Rate | Shares Outstanding | Liquidation Preference | Shares Outstanding | Liquidation Preference | ||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Series F | % | $ | $ | |||||||||||||||||||||||||||||||||||
| Series G | % | |||||||||||||||||||||||||||||||||||||
| Series H | % | |||||||||||||||||||||||||||||||||||||
| Series I | % | |||||||||||||||||||||||||||||||||||||
| Series J | % | |||||||||||||||||||||||||||||||||||||
| Series K | % | |||||||||||||||||||||||||||||||||||||
| Series L | % | |||||||||||||||||||||||||||||||||||||
| Series M | % | |||||||||||||||||||||||||||||||||||||
| Series N | % | |||||||||||||||||||||||||||||||||||||
| Series O | % | |||||||||||||||||||||||||||||||||||||
| Series P | % | |||||||||||||||||||||||||||||||||||||
| Series Q | % | |||||||||||||||||||||||||||||||||||||
| Series R | % | |||||||||||||||||||||||||||||||||||||
| Series S | % | |||||||||||||||||||||||||||||||||||||
| Total Preferred Shares | $ | $ | ||||||||||||||||||||||||||||||||||||
The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly distributions, and any accumulated unpaid distributions. Except as noted below, holders of the Preferred Shares do not have voting rights. In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Trustees (our “Board”) until the arrearage has been cured. At June 30, 2024, there were no dividends in arrears. The affirmative vote of at least 66.67 % of the outstanding shares of a series of Preferred Shares is required for any material and adverse amendment to the terms of such series. The affirmative vote of at least 66.67 % of the outstanding shares of all of our Preferred Shares, voting as a single class, is required to issue shares ranking senior to our Preferred Shares.
Except under certain conditions relating to the Company’s qualification as a REIT, the Preferred Shares are not redeemable prior to the dates indicated on the table above. On or after the respective dates, each of the series of Preferred Shares is redeemable at our option, in whole or in part, at $25.00 per depositary share, plus accrued and unpaid dividends. Holders of the Preferred Shares cannot require us to redeem such shares.
Upon issuance of our Preferred Shares, we classify the liquidation value as preferred equity on our consolidated balance sheet with any issuance costs recorded as a reduction to Paid-in capital.
17
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
Common Shares Repurchases
Our Board has authorized a share repurchase program pursuant to which management may repurchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During the three and six months ended June 30, 2024, we repurchased 726,865 200.0 10,551,219 common shares that may yet be repurchased under our repurchase program as of June 30, 2024.
Dividends and Distributions
Dividends and distributions paid to our common shareholders, restricted share unitholders, deferred share unitholders, and unvested LTIP unitholders, totaled $525.9 million ($3.00 per share) and $527.6 million ($3.00 per share) for the three months ended June 30, 2024 and 2023, respectively, and $1.05 billion ($6.00 per share) and $1.06 billion ($6.00 per share) for the six months ended June 30, 2024 and 2023, respectively. In addition, we accrued $0.3 million and $0.2 million of dividends and distributions to holders of unearned performance-based restricted share units and LTIP units for the three months ended June 30, 2024 and 2023, respectively, and $0.5 million and $0.4 million for the six months ended June 30, 2024 and 2023, respectively.
Preferred share dividends paid totaled $48.7 97.4
10.Related Party Transactions
At June 30, 2024, Tamara Hughes Gustavson, a current member of our Board, held less than a 0.1 % equity interest in, and is a manager of, a limited liability company that owns 66 self-storage facilities in Canada. Two of Ms. Gustavson’s adult children own the remaining equity interest in the limited liability company. These facilities operate under the Public Storage® tradename, which we license to the owners of these facilities for use in Canada on a royalty-free, non-exclusive basis. We have no ownership interest in these facilities and we do not own or operate any facilities in Canada. If we chose to acquire or develop our own facilities in Canada, we would have to share the use of the Public Storage® name in Canada. We have a right of first refusal, subject to limitations, to acquire the stock or assets of the corporation engaged in the operation of these facilities if their owners agree to sell them. Our subsidiaries reinsure risks relating to loss of goods stored by customers in these facilities, and have received premium payments of approximately $1.1
11.Share-Based Compensation
Under various share-based compensation plans and under terms established or modified by our Board or a committee thereof, we grant equity awards to trustees, officers, and key employees, including non-qualified options to purchase the Company’s common shares, restricted share units (“RSUs”), deferred share units (“DSUs”), and unrestricted common shares issued in lieu of trustee compensation.
In February 2024, we amended our 2021 Equity and Performance-Based Incentive Plan to further provide for the grant of awards to certain officers and trustees of the Company in the form of LTIP units and appreciation-only LTIP units (“AO LTIP units”) of PSA OP. LTIP units are structured as “profit interests” for U.S. federal income tax purposes. During the six months ended June 30, 2024, we issued LTIP units and AO LTIP units in substitution for 156,632 RSUs and 2,238,874 stock options, respectively. The LTIP units and AO LTIP units issued have the same vesting conditions as the original awards and remain classified as equity awards. The fair value of the LTIP units and AO LTIP units issued is materially the same as the original awards immediately before the substitution. As a result, we did not adjust the share-based compensation costs associated with these substituted awards.
18
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||
| Self-storage cost of operations | $ | $ | $ | $ | |||||||||||||||||||||||||
| Ancillary cost of operations | |||||||||||||||||||||||||||||
| Real estate acquisition and development expense | |||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
As of June 30, 2024, there was $81.4 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of three years .
Restricted Share Units and LTIP Units
We have service-based and performance-based RSUs and LTIP units outstanding, which generally vest over 5 to 8 years from the grant date. Performance-based RSUs and LTIP units outstanding vest upon meeting certain performance conditions or market conditions. Upon vesting, the grantee of RSUs receives new common shares equal to the number of vested RSUs, less common shares withheld to satisfy the grantee’s statutory tax liabilities arising from the vesting. Vested LTIP units represent noncontrolling interests of PSA OP and may be converted, subject to the satisfaction of all applicable vesting conditions, on a one -for-one basis into common units of PSA OP, which are exchangeable by the holders for cash, or at the Company’s election, on a one -for-one basis into common shares of the Company. Holders of RSUs and LTIP units are entitled to receive per-unit cash distributions equal to the per-share dividends received by our common shareholders, except that holders of performance-based awards are not entitled to receive the full distributions until expiration of the applicable performance period, at which time holders of any earned performance-based awards are entitled to receive a catch-up distribution for the periods prior to such time.
Below is a summary of award activity issued in the form of RSUs and LTIP units for the six months ended June 30, 2024.
| Service-Based | Performance-Based (a) | Total | |||||||||||||||
Unvested awards outstanding January 1, 2024 | |||||||||||||||||
Granted (b) | |||||||||||||||||
Vested (c) | ( | ( | ( | ||||||||||||||
Forfeited | ( | ( | |||||||||||||||
Unvested awards outstanding June 30, 2024 | |||||||||||||||||
(a)Number of performance-based awards are presented based on the target performance pursuant to the terms of each applicable award when granted and adjusted to the actual number of awards earned based on the actual performance.
19
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
(b)During the six months ended June 30, 2024, 34,550 performance-based LTIP unit awards (at target) and 3,770 performance-based RSUs were granted to certain executive officers and key employees. The vesting of performance-based LTIP unit awards is dependent upon meeting certain market conditions over a three-year period from March 5, 2024 through March 4, 2027, with continued service-based vesting through the first quarter of 2029. These LTIP unit awards require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 69,100 LTIP units. The vesting of performance-based RSUs is dependent upon meeting certain operational performance targets in 2024 and continued service through 2028.
(c)18,813 common shares were issued from the vesting of RSUs.
For the three and six months ended June 30, 2024, we incurred share-based compensation cost for RSUs and LTIP units of $8.1 million and $16.0 million, respectively, as compared to $7.7 million and $14.9 million for the same periods in 2023.
Stock Options and AO LTIP Units
We have service-based and performance-based stock options and AO LTIP units outstanding. Performance-based stock options and AO LTIP units vest upon meeting certain performance conditions or market conditions. Stock options and AO LTIP units generally vest over 1 to 5 years, expire 10 years after the grant date, and have an exercise or conversion price equal to the closing trading price of our common shares on the grant date. Common shares of the Company are issued for options exercised and vested LTIP units are issued for AO LTIP units converted. Employees cannot require the Company to settle their awards in cash.
Below is a summary of award activity issued in the form of stock options and AO LTIP units for the six months ended June 30, 2024.
| Service-Based | Performance-Based (a) | Total | |||||||||||||||
Awards outstanding January 1, 2024 | |||||||||||||||||
Granted (b) | |||||||||||||||||
Exercised or converted (c) | ( | ( | ( | ||||||||||||||
| Cancelled | ( | ( | |||||||||||||||
Awards outstanding June 30, 2024 | |||||||||||||||||
Awards exercisable at June 30, 2024 | |||||||||||||||||
(a)Number of performance-based awards are presented based on the target performance pursuant to the terms of each applicable award when granted and adjusted to the actual number of awards earned based on the actual performance.
(b)During the six months ended June 30, 2024, 96,678 of service-based AO LTIP unit awards, 63,717 of performance-based AO LTIP unit awards (at target), and 3,600 service-based options were granted to certain executive officers and trustees. The vesting of the performance-based AO LTIP unit awards is dependent upon meeting certain market conditions over a three-year period from March 5, 2024 through March 4, 2027, with continued service-based vesting through the first quarter of 2029. These performance-based AO LTIP unit awards require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 127,434 AO LTIP units.
(c)47,110 common shares were issued upon the exercise of stock options. 47,999 vested LTIP units were issued upon conversion of 113,601 AO LTIP units in the six months ended June 30, 2024.
For the three and six months ended June 30, 2024, we incurred share-based compensation cost for stock options and AO LTIP units of $3.7 million and $6.6 million, respectively, as compared to $4.6 million and $7.8 million for the same periods in 2023.
20
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
Trustee Deferral Program
12.Net Income per Common Share
We allocate net income to (i) noncontrolling interests based upon their contractual rights in the respective subsidiaries or for participating noncontrolling interests based upon their participation in both distributed and undistributed earnings of the Company, (ii) preferred shareholders, for distributions paid or payable, (iii) preferred shareholders, to the extent redemption cost exceeds the related original net issuance proceeds (a “preferred share redemption charge”), and (iv) RSUs and unvested LTIP units, for non-forfeitable dividends and distributions paid and adjusted for participation rights in undistributed earnings of the Company.
We calculate basic and diluted net income per common share based upon net income allocable to common shareholders, divided by (i) weighted average common shares for basic net income per common share, and (ii) weighted average common shares adjusted for the impact of dilutive stock options and AO LTIP units outstanding for diluted net income per common share. Stock options and AO LTIP units representing 433,226 321,070
The following table reconciles the numerators and denominators of the basic and diluted net income per common shares computation for the three and six months ended June 30, 2024 and 2023, respectively (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Numerator for basic and dilutive net income per common share – net income allocable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||||||||
| Denominator for basic net income per share - weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Net effect of dilutive stock options and AO LTIP units - based on treasury stock method | |||||||||||||||||||||||||||||
| Denominator for dilutive net income per share - weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||||||||
| Dilutive | $ | $ | $ | $ | |||||||||||||||||||||||||
21
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
13.Segment Information
Our operating segments reflect the significant components of our operations where discrete financial information is evaluated separately by our chief operating decision maker.
Self-Storage Operations
The Self-Storage Operations reportable segment reflects the aggregated rental operations from the self-storage facilities we own through the following operating segments: (i) Same Store Facilities, (ii) Acquired Facilities, (iii) Newly Developed and Expanded Facilities, and (iv) Other Non-Same Store Facilities. The presentation in the table below sets forth the Net Operating Income (“NOI”) of this reportable segment, as well as the related depreciation expense. For all periods presented, substantially all of our real estate facilities, goodwill and other intangible assets, other assets, and accrued and other liabilities are associated with the Self-Storage Operations reportable segment.
Ancillary Operations
The Ancillary Operations reflects the combined operations of our tenant reinsurance, merchandise sales, and third party property management operating segments.
Presentation of Segment Information
The following table reconciles NOI and net income attributable to our reportable segment to our consolidated net income:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| (amounts in thousands) | |||||||||||||||||||||||||||||
| Self-Storage Operations Reportable Segment | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of operations | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net operating income | |||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Ancillary Operations | |||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||
| Cost of operations | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net operating income | |||||||||||||||||||||||||||||
| Total net income allocated to segments | |||||||||||||||||||||||||||||
| Other items not allocated to segments: | |||||||||||||||||||||||||||||
| Real estate acquisition and development expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| General and administrative | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest and other income | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Equity in earnings of unconsolidated real estate entity | |||||||||||||||||||||||||||||
| Foreign currency exchange gain (loss) | ( | ( | |||||||||||||||||||||||||||
| Gain on sale of real estate | |||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||||||||
22
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
14.Commitments and Contingencies
Contingent Losses
We are a party to various legal proceedings and subject to various claims and complaints; however, we believe that the likelihood of these contingencies resulting in a material loss to the Company, either individually or in the aggregate, is remote.
Insurance and Loss Exposure
We carry property, earthquake, general liability, employee medical insurance, and workers compensation coverage through internationally recognized insurance carriers, subject to deductibles. Our deductible for general liability is $2.0 million per occurrence. Our annual deductible for property loss is $25.0 million per occurrence. This deductible decreases to $5.0 million once we reach $35.0 million in aggregate losses for occurrences that exceed $5.0 million. Insurance carriers’ aggregate limits on these policies of $75.0 million for property losses and $102.0 million for general liability losses are higher than estimates of maximum probable losses that could occur from individual catastrophic events determined in recent engineering and actuarial studies; however, in case of multiple catastrophic events, these limits could be exceeded.
We reinsure a program that provides insurance to our customers from an independent third-party insurer. This program covers customer claims for losses to goods stored at our facilities as a result of specific named perils (earthquakes are not covered by this program), up to a maximum limit of $5,000 per storage unit. We reinsure all risks in this program, but purchase insurance to cover this exposure for a limit of $15.0 million for losses in excess of $5.0 million per occurrence. We are subject to licensing requirements and regulations in all states. Customers participate in the program at their option. At June 30, 2024, there were approximately 1.4 million certificates held by our self-storage customers, representing aggregate coverage of approximately $6.8 billion.
Commitments
We have construction commitments representing future expected payments for construction under contract totaling $158.0 million at June 30, 2024. We expect to pay approximately $79.9 million in the remainder of 2024, $75.9 million in 2025, and $2.2 million in 2026 for these construction commitments.
We have future contractual payments on land, equipment and office space under various lease commitments totaling $63.4 million at June 30, 2024. We expect to pay approximately $1.9 million in the remainder of 2024, $4.1 million in 2025, $4.0 million in 2026, $2.6 million in 2027, $2.5 million in 2028, and $48.3 million thereafter for these commitments.
15.Subsequent Events
Subsequent to June 30, 2024, we acquired or were under contract to acquire three self-storage facilities across three states with 0.2 million net rentable square feet, for $24.2 million.
23
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to our 2024 outlook and all underlying assumptions, our expected acquisition, disposition, development, and redevelopment activity, supply and demand for our self-storage facilities, information relating to operating trends in our markets, expectations regarding operating expenses, including property tax changes, expectations regarding the impacts from inflation and changes in macroeconomic conditions, our strategic priorities, expectations with respect to financing activities, rental rates, cap rates, and yields, leasing expectations, our credit ratings, and all other statements other than statements of historical fact. Such statements are based on management’s beliefs and assumptions made based on information currently available to management and may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions.
These forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Risks and uncertainties that may impact future results and performance include, but are not limited to those risks and uncertainties described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2024 and in our other filings with the SEC. These include changes in demand for our facilities, changes in macroeconomic conditions, changes in national self-storage facility development activity, impacts of natural disasters, adverse changes in laws and regulations including governing property tax, evictions, rental rates, minimum wage levels, and insurance, adverse economic effects from public health emergencies, international military conflicts, or similar events impacting public health and/or economic activity, increases in the costs of our primary customer acquisition channels, adverse impacts to us and our customers from high interest rates, inflation, unfavorable foreign currency rate fluctuations, or changes in federal or state tax laws related to the taxation of REITs, security breaches, including ransomware, or a failure of our networks, systems, or technology.
These forward-looking statements speak only as of the date of this report or as of the dates indicated in the statements. All of our forward-looking statements, including those in this report, are qualified in their entirety by this cautionary statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether because of new information, new estimates, or other factors, events or circumstances after the date of these forward-looking statements, except when expressly required by law. Given these risks and uncertainties, you should not rely on any forward-looking statements in this report, or which management may make orally or in writing from time to time, neither as predictions of future events nor guarantees of future performance.
Critical Accounting Estimates
The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.
During the six months ended June 30, 2024, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
24
Overview
During the three and six months ended June 30, 2024, revenues generated by our Same Store Facilities (as defined below) decreased by 1.0% ($9.8 million) and 0.5% ($9.2 million), respectively, as compared to the same periods in 2023, while Same Store cost of operations increased by 0.9% ($1.9 million) and 2.9% ($12.8 million), respectively. Demand has continued to soften through 2023 and the first half of 2024, and we expect this trend to continue during the remainder of 2024.
We have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2022, we acquired a total of 240 facilities with 17.0 million net rentable square feet for $3.4 billion. Additionally, within our non-same store portfolio, our Newly Developed and Expanded Facilities (as defined below) include a total of 126 self-storage facilities with 14.9 million net rentable square feet. For development and expansions completed by June 30, 2024, we incurred a total cost of $1.4 billion. During the three and six months ended June 30, 2024, combined net operating income generated by our Acquired Facilities (as defined below) and Newly Developed and Expanded Facilities increased 81.3% ($35.3 million) and 81.4% ($67.7 million), respectively, as compared to the same periods in 2023.
We have experienced recent inflationary impacts on our cost of operations including labor, utilities, and repairs and maintenance, and costs of development and expansion activities, and we expect to experience such impacts in the future. We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent acquisitions with supervisory payroll and centralized management costs allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.
In order to enhance the competitive position of certain of our facilities relative to local competitors (including newly developed facilities), we have embarked on our multi-year Property of Tomorrow program to (i) rebrand our properties with more pronounced, attractive, and clearly identifiable color schemes and signage and (ii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We expect to complete the program in 2024. We spent approximately $63 million on the program in the six months ended June 30, 2024 and expect to spend approximately $150 million over 2024 on this effort. We have also embarked on a solar program under which we plan to install solar panels on over 1,000 of our self-storage facilities. We have completed the installations on 572 facilities through June 30, 2024. We spent approximately $26 million on the program in the six months ended June 30, 2024 and expect to spend $100 million over 2024 on this effort.
On April 11, 2024, PSOC issued €150 million of senior notes to institutional investors, bearing interest at a fixed rate of 4.080% and maturing on April 11, 2039. The senior notes are guaranteed by Public Storage. We received $162.5 million of net proceeds from the issuance after converting the Euros to U.S. Dollars. On April 11, 2024, we repaid PSOC’s outstanding €100 million aggregate principal amount 1.540% senior notes due April 12, 2024 to the same institutional investors for $108.4 million.
On April 16, 2024, PSOC completed a public offering of $1.0 billion aggregate principal amount of senior notes, including $700 million aggregate principal amount of floating rate senior notes bearing interest at a rate of Compounded SOFR + 0.70% (reset quarterly) maturing on April 16, 2027 and $300 million aggregate principal amount of senior notes bearing interest at a fixed annual rate of 5.350% maturing on August 1, 2053. The 2053 notes issued at a discount of $5.3 million constitute a further issuance of, and form a single series with, our outstanding 5.350% senior notes due 2053 issued on July 26, 2023 in the aggregate principal amount of $600 million. These senior notes are guaranteed by Public Storage. We received $988.5 million of net proceeds from the offering. On April 23, 2024, we repaid PSOC’s outstanding $700 million aggregate principal amount of floating rate senior notes at maturity due April 23, 2024.
During the second quarter of 2024, we repurchased 726,865 of our common shares under our previously announced share repurchase program on the open market for a total cost of $200.0 million, driven by our expected improvement in operating fundamentals and growth.
25
Results of Operations
Operating Results for the Three Months Ended June 30, 2024 and 2023
For the three months ended June 30, 2024, net income allocable to our common shareholders was $468.4 million or $2.66 per diluted common share, compared to $528.3 million or $3.00 per diluted common share for the same period in 2023, representing a decrease of $59.9 million or $0.34 per diluted common share. The decrease is due primarily to (i) a $61.2 million increase in depreciation and amortization expense and (ii) a $35.2 million increase in interest expense, partially offset by (iii) a $27.8 million increase in self-storage net operating income and (iv) a $13.5 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable.
The $27.8 million increase in self-storage net operating income in the three months ended June 30, 2024 as compared to the same period in 2023 is a result of a $39.5 million increase attributable to our non-same store facilities, partially offset by an $11.7 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities decreased 1.0% or $9.8 million in the three months ended June 30, 2024 as compared to the same period in 2023, due primarily to lower realized annual rent per occupied square foot and a decline in occupancy. Cost of operations for the Same Store Facilities increased by 0.9% or $1.9 million in the three months ended June 30, 2024 as compared to the same period in 2023, due primarily to increased property tax expense partially offset by decreased on-site property manager payroll. The increase in net operating income of $39.5 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2023 and the fill-up of recently developed and expanded facilities.
Operating Results for the Six Months Ended June 30, 2024 and 2023
For the six months ended June 30, 2024, net income allocable to our common shareholders was $927.6 million or $5.26 per diluted common share, compared to $995.8 million or $5.65 per diluted common share for the same period in 2023, representing a decrease of $68.2 million or $0.39 per diluted common share. The decrease is due primarily to (i) a $124.8 million increase in depreciation and amortization expense and (ii) a $66.8 million increase in interest expense, partially offset by (iii) a $77.9 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable and (iv) a $52.9 million increase in self-storage net operating income.
The $52.9 million increase in self-storage net operating income in the six months ended June 30, 2024 as compared to the same period in 2023 is a result of a $74.9 million increase attributable to our non-same store facilities, partially offset by a $22.0 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities decreased 0.5% or $9.2 million in the six months ended June 30, 2024 as compared to the same period in 2023, due primarily to a decline in occupancy. Cost of operations for the Same Store Facilities increased by 2.9% or $12.8 million in the six months ended June 30, 2024 as compared to the same period in 2023, due primarily to increased property tax expense and marketing expense partially offset by decreased on-site property manager payroll and utilities. The increase in net operating income of $74.9 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2023 and the fill-up of recently developed and expanded facilities.
Funds from Operations and Core Funds from Operations
Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before real estate-related depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.
For the three months ended June 30, 2024, FFO was $4.30 per diluted common share as compared to $4.29 for the same period in 2023, representing an increase of 0.2%, or $0.01 per diluted common share.
26
For the six months ended June 30, 2024, FFO was $8.54 per diluted common share as compared to $8.24 per diluted common share for the same period in 2023, representing an increase of 3.6%, or $0.30 per diluted common share.
We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingencies and resolutions, due diligence costs incurred in pursuit of strategic transactions, unrealized gain on private equity investments, amortization of acquired non real estate-related intangibles, and our equity share of deferred tax benefits of a change in tax status and unrealized gain on derivatives from our equity investee. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.
27
The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Percentage Change | 2024 | 2023 | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net Income to FFO and Core FFO: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocable to common shareholders | $ | 468,366 | $ | 528,259 | (11.3) | % | $ | 927,575 | $ | 995,847 | (6.9) | % | |||||||||||||||||||||||||||||||||||||||||
| Eliminate items excluded from FFO: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real estate-related depreciation and amortization | 279,894 | 220,971 | 562,097 | 440,758 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Real estate-related depreciation from unconsolidated real estate investment | 9,762 | 9,155 | 19,518 | 17,684 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Real estate-related depreciation allocated to noncontrolling interests and restricted share unitholders and unvested LTIP unitholders | (1,880) | (1,732) | (3,715) | (3,205) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gains on sale of real estate investments, including our equity share from investment | — | (72) | (871) | (72) | |||||||||||||||||||||||||||||||||||||||||||||||||
| FFO allocable to common shares | $ | 756,142 | $ | 756,581 | (0.1) | % | $ | 1,504,604 | $ | 1,451,012 | 3.7 | % | |||||||||||||||||||||||||||||||||||||||||
Eliminate the impact of items excluded from Core FFO, including our equity share from investment: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency exchange (gain) loss | (12,449) | 1,096 | (49,992) | 27,956 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other items | 1,200 | (4,093) | 1,251 | (6,226) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Core FFO allocable to common shares | $ | 744,893 | $ | 753,584 | (1.2) | % | $ | 1,455,863 | $ | 1,472,742 | (1.1) | % | |||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 2.66 | $ | 3.00 | (11.3) | % | $ | 5.26 | $ | 5.65 | (6.9) | % | |||||||||||||||||||||||||||||||||||||||||
| Eliminate amounts per share excluded from FFO: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real estate-related depreciation and amortization | 1.64 | 1.29 | 3.29 | 2.59 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gains on sale of real estate investments, including our equity share from investment | — | — | (0.01) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| FFO per share | $ | 4.30 | $ | 4.29 | 0.2 | % | $ | 8.54 | $ | 8.24 | 3.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Eliminate the per share impact of items excluded from Core FFO, including our equity share from investment: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency exchange (gain) loss | (0.08) | 0.01 | (0.29) | 0.16 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other items | 0.01 | (0.02) | 0.01 | (0.04) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Core FFO per share | $ | 4.23 | $ | 4.28 | (1.2) | % | $ | 8.26 | $ | 8.36 | (1.2) | % | |||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares | 176,009 | 176,212 | 176,180 | 176,181 | |||||||||||||||||||||||||||||||||||||||||||||||||
Analysis of Net Income — Self-Storage Operations
Our self-storage operations are analyzed in four groups: (i) the 2,507 facilities that we have owned and operated on a stabilized basis since January 1, 2022 (the “Same Store Facilities”), (ii) 240 facilities we acquired since January 1, 2022 (the “Acquired Facilities”), (iii) 126 facilities that have been newly developed or expanded, or that will commence expansion by December 31, 2024 (the “Newly Developed and Expanded Facilities”), and (iv) 176 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2022 (the “Other Non-same Store Facilities”). See Note 13 to our June 30, 2024 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.
28
| Self-Storage Operations | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Percentage Change | 2024 | 2023 | Percentage Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollar amounts and square footage in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | $ | 921,658 | $ | 931,415 | (1.0) | % | $ | 1,834,746 | $ | 1,843,930 | (0.5) | % | |||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 59,744 | 13,231 | 351.5 | % | 118,197 | 25,212 | 368.8 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 55,577 | 51,480 | 8.0 | % | 109,017 | 100,734 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 62,757 | 59,994 | 4.6 | % | 123,821 | 118,428 | 4.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| 1,099,736 | 1,056,120 | 4.1 | % | 2,185,781 | 2,088,304 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 216,062 | 214,138 | 0.9 | % | 451,734 | 438,930 | 2.9 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 18,858 | 5,674 | 232.4 | % | 40,140 | 11,427 | 251.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 17,805 | 15,652 | 13.8 | % | 36,285 | 31,401 | 15.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 20,776 | 22,214 | (6.5) | % | 42,756 | 44,535 | (4.0) | % | |||||||||||||||||||||||||||||||||||||||||||||
| 273,501 | 257,678 | 6.1 | % | 570,915 | 526,293 | 8.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 705,596 | 717,277 | (1.6) | % | 1,383,012 | 1,405,000 | (1.6) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 40,886 | 7,557 | 441.0 | % | 78,057 | 13,785 | 466.2 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 37,772 | 35,828 | 5.4 | % | 72,732 | 69,333 | 4.9 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 41,981 | 37,780 | 11.1 | % | 81,065 | 73,893 | 9.7 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total net operating income | 826,235 | 798,442 | 3.5 | % | 1,614,866 | 1,562,011 | 3.4 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 164,111 | 158,406 | 3.6 | % | 327,848 | 314,613 | 4.2 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 59,923 | 11,068 | 441.4 | % | 122,956 | 22,813 | 439.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 16,842 | 13,568 | 24.1 | % | 33,250 | 26,682 | 24.6 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 42,466 | 39,091 | 8.6 | % | 84,491 | 79,675 | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total depreciation and amortization expense | 283,342 | 222,133 | 27.6 | % | 568,545 | 443,783 | 28.1 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 541,485 | 558,871 | (3.1) | % | 1,055,164 | 1,090,387 | (3.2) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | (19,037) | (3,511) | 442.2 | % | (44,899) | (9,028) | 397.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 20,930 | 22,260 | (6.0) | % | 39,482 | 42,651 | (7.4) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | (485) | (1,311) | (63.0) | % | (3,426) | (5,782) | (40.7) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total net income | $ | 542,893 | $ | 576,309 | (5.8) | % | $ | 1,046,321 | $ | 1,118,228 | (6.4) | % | |||||||||||||||||||||||||||||||||||||||||
| Number of facilities at period end: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 2,507 | 2,507 | — | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 240 | 90 | 166.7 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 126 | 115 | 9.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 176 | 176 | — | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| 3,049 | 2,888 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net rentable square footage at period end: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Same Store Facilities | 169,959 | 169,959 | — | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquired Facilities | 16,954 | 5,945 | 185.2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Newly Developed and Expanded Facilities | 14,876 | 12,775 | 16.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other Non-Same Store Facilities | 17,051 | 17,309 | (1.5) | % | |||||||||||||||||||||||||||||||||||||||||||||||||
| 218,840 | 205,988 | 6.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
29
(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 13 to our June 30, 2024 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.
Same Store Facilities
The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2022. Our Same Store Facilities did not change from March 31, 2024. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2022, 2023, and 2024 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store Facilities information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.
The following table summarizes the historical operating results (for all periods presented) of these 2,507 facilities (170.0 million net rentable square feet) that represent approximately 78% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at June 30, 2024. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.
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Selected Operating Data for the Same Store Facilities (2,507 facilities)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (e) | 2024 | 2023 | Change (e) | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands, except for per square foot data) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rental income | $ | 890,728 | $ | 900,484 | (1.1)% | $ | 1,772,351 | $ | 1,782,324 | (0.6)% | |||||||||||||||||||||||||||||||||||||||||||
| Late charges and administrative fees | 30,930 | 30,931 | —% | 62,395 | 61,606 | 1.3% | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 921,658 | 931,415 | (1.0)% | 1,834,746 | 1,843,930 | (0.5)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Direct cost of operations (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property taxes | 88,659 | 85,339 | 3.9% | 179,506 | 169,945 | 5.6% | |||||||||||||||||||||||||||||||||||||||||||||||
| On-site property manager payroll | 31,762 | 33,985 | (6.5)% | 67,234 | 69,052 | (2.6)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Repairs and maintenance | 18,403 | 15,805 | 16.4% | 38,328 | 34,897 | 9.8% | |||||||||||||||||||||||||||||||||||||||||||||||
| Utilities | 10,101 | 11,032 | (8.4)% | 23,135 | 24,824 | (6.8)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Marketing | 17,774 | 15,856 | 12.1% | 41,440 | 32,711 | 26.7% | |||||||||||||||||||||||||||||||||||||||||||||||
| Other direct property costs | 23,866 | 23,677 | 0.8% | 48,867 | 48,684 | 0.4% | |||||||||||||||||||||||||||||||||||||||||||||||
| Total direct cost of operations | 190,565 | 185,694 | 2.6% | 398,510 | 380,113 | 4.8% | |||||||||||||||||||||||||||||||||||||||||||||||
| Direct net operating income (b) | 731,093 | 745,721 | (2.0)% | 1,436,236 | 1,463,817 | (1.9)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Indirect cost of operations (a): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supervisory payroll | (9,691) | (10,230) | (5.3)% | (20,151) | (21,461) | (6.1)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Centralized management costs | (13,337) | (15,271) | (12.7)% | (27,928) | (31,033) | (10.0)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | (2,469) | (2,943) | (16.1)% | (5,145) | (6,323) | (18.6)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | 705,596 | 717,277 | (1.6)% | 1,383,012 | 1,405,000 | (1.6)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | (164,111) | (158,406) | 3.6% | (327,848) | (314,613) | 4.2% | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 541,485 | $ | 558,871 | (3.1)% | $ | 1,055,164 | $ | 1,090,387 | (3.2)% | |||||||||||||||||||||||||||||||||||||||||||
| Gross margin (before indirect costs, depreciation and amortization expense) | 79.3% | 80.1% | (0.8)% | 78.3% | 79.4% | (1.1)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross margin (before depreciation and amortization expense) | 76.6% | 77.0% | (0.4)% | 75.4% | 76.2% | (0.8)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average for the period: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Square foot occupancy | 93.0% | 93.5% | (0.5)% | 92.6% | 93.2% | (0.6)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Realized annual rental income per (c): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Occupied square foot | $ | 22.54 | $ | 22.67 | (0.6)% | $ | 22.53 | $ | 22.51 | 0.1% | |||||||||||||||||||||||||||||||||||||||||||
| Available square foot | $ | 20.96 | $ | 21.20 | (1.1)% | $ | 20.87 | $ | 20.98 | (0.5)% | |||||||||||||||||||||||||||||||||||||||||||
At June 30: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Square foot occupancy | 92.7% | 93.0% | (0.3)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual contract rent per occupied square foot (d) | $ | 22.72 | $ | 23.04 | (1.4)% | ||||||||||||||||||||||||||||||||||||||||||||||||
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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.
(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.
(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.
(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.
(e)Represents the absolute nominal change with respect to gross margin and square foot occupancy, and the percentage change with respect to all other items.
Analysis of Same Store Revenue
We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.
We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least a year) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering customers’ in-place rent and prevailing market rents, among other factors.
Revenues generated by our Same Store Facilities decreased 1.0% and 0.5% in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023. The 1.0% decrease in the three months ended June 30, 2024 was due primarily to a 0.6% decrease in realized annual rent per occupied square foot and a 0.5% decrease in average occupancy, as compared to the same period in 2023. The 0.5% decrease in the six months ended June 30, 2024 was due primarily to a 0.6% decrease in average occupancy partially offset by a 0.1% increase in realized annual rent per occupied square foot, as compared to the same period in 2023.
The decrease in realized annual rent per occupied square foot in the three months ended June 30, 2024 as compared to the same period in 2023 was due to a decrease in average rates per square foot charged to new tenants moving in over the past twelve months, partially offset by cumulative rate increases to existing long-term tenants over the same period. At June 30, 2024, annual contract rent per occupied square foot was 1.4% lower as compared to June 30, 2023.
The weighted average square foot occupancy for our Same Store Facilities was 93.0% and 92.6% in the three and six months ended June 30, 2024, respectively, representing a decrease of 0.5% and 0.6% as compared to the same periods in 2023. Occupancy levels have gradually declined since the second half of 2022 as customer demand softened. During the three and six months ended June 30, 2024, we lowered move-in rental rates and increased advertising spending to stimulate move-in activity at our facilities.
Move-out activities from our tenants were lower in the three and six months ended June 30, 2024 as compared to the same periods in 2023. These lower move-out volumes contributed to stronger average length of stay for tenants and supported revenue growth.
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Selected Key Move-in and Move-Out Statistical Data
The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the three and six months ended June 30, 2024 and 2023. Contract rents gained from move-ins and contracts rents lost from move-outs included in the table assume move-in and move-out activities occur at the beginning of each period presented. The table also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands, except for per square foot amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tenants moving in during the period: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Average annual contract rent per square foot | $ | 14.27 | $ | 16.68 | (14.4)% | $ | 13.76 | $ | 16.26 | (15.4)% | |||||||||||||||||||||||||||||||||||||||||||
| Square footage | 30,872 | 31,218 | (1.1)% | 60,515 | 61,106 | (1.0)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Contract rents gained from move-ins | $ | 110,136 | $ | 130,179 | (15.4)% | $ | 416,343 | $ | 496,792 | (16.2)% | |||||||||||||||||||||||||||||||||||||||||||
| Promotional discounts given | $ | 13,599 | $ | 17,096 | (20.5)% | $ | 27,087 | $ | 34,887 | (22.4)% | |||||||||||||||||||||||||||||||||||||||||||
| Tenants moving out during the period: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Average annual contract rent per square foot | $ | 20.93 | $ | 21.23 | (1.4)% | $ | 20.86 | $ | 21.13 | (1.3)% | |||||||||||||||||||||||||||||||||||||||||||
| Square footage | 29,576 | 30,264 | (2.3)% | 58,141 | 59,281 | (1.9)% | |||||||||||||||||||||||||||||||||||||||||||||||
| Contract rents lost from move-outs | $ | 154,756 | $ | 160,626 | (3.7)% | $ | 606,411 | $ | 626,304 | (3.2)% | |||||||||||||||||||||||||||||||||||||||||||
Demand was weaker in the first half of 2024 compared to the same period in 2023 primarily from lower home-moving activities partially offset by increases in customers who sought storage space for other reasons. Demand fluctuates due to various local and regional factors, including the overall economy, as well as new supply of self-storage space and alternatives to self-storage.
We expect weaker industry-wide demand in the remainder of 2024 as compared to 2023, but with an improvement in the year-over-year decline in demand in the second half of 2024 as compared to the first half of 2024. We plan to mitigate the effect of lower industry-wide demand to our facilities by continuing to support new customer move-ins with increased marketing expense, lower rental rates to new customers, and increased promotional discounting. As a result, we expect a moderate decline in Same Store Facilities revenues in 2024 as compared to those earned in 2023.
Late Charges and Administrative Fees
Late charges and administrative fees remained flat for the three months ended June 30, 2024 and increased 1.3% for the six months ended June 30, 2024, as compared to the same periods in 2023. The year-over-year increase for the six months ended June 30, 2024 was due primarily to higher late charges and lien fees collected on delinquent accounts. Delinquency rates remained at similar levels for the three and six months ended June 30, 2024 as compared to the same periods in 2023.
33
Analysis of Same Store Cost of Operations
Cost of operations (excluding depreciation and amortization) increased 0.9% and 2.9% in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023. The increase during the three-month period is due primarily to increased property tax expense partially offset by decreased on-site property manager payroll, while the increase during the six-month period is due primarily to increased property tax expense and marketing expense partially offset by decreased on-site property manager payroll and utilities.
Property tax expense increased 3.9% and 5.6% in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, as a result of higher assessed values. We expect property tax expense to grow 4% to 5% in 2024 due primarily to higher assessed values.
Marketing expense includes Internet advertising we utilize through our online paid search programs, television advertising and the operating costs of our telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet advertising can increase or decrease significantly in the short-term. We increased marketing expense by 12.1% and 26.7% in the three and six months ended June 30, 2024, respectively, as compared to the same period in 2023, primarily by utilizing a higher volume of online paid search programs to attract new tenants. We plan to continue to use internet advertising and other advertising channels to support move-in volumes in the remainder of 2024.
On-site property manager payroll expense decreased 6.5% and 2.6% in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, primarily due to reduction in labor hours driven by revisions in operational processes. We expect on-site property manager payroll expense to decrease moderately in 2024 as compared to 2023 as we continue to enhance operational processes.
Our utility expense consists primarily of electricity costs, which are dependent upon energy prices and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utility expense decreased 8.4% and 6.8% in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, due primarily to decreases in utility rates and our investment in energy saving technology such as solar power and LED lights, which generate favorable returns on investment in the form of lower utility usage. We expect a decline in utility expense in 2024 as compared to 2023 as we continue our investment in solar power.
34
Analysis of Market Trends
The following tables set forth selected market trends in our Same Store Facilities:
Same Store Facilities Operating Trends by Market
As of June 30, 2024 | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| Number of Facilities | Square Feet (millions) | Realized Rent per Occupied Square Foot | Average Occupancy | Realized Rent per Available Square Foot | |||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | |||||||||||||||||||||||||||
| Los Angeles | 218 | 15.9 | $ | 35.96 | $ | 35.99 | (0.1) | % | 95.1 | % | 95.4 | % | (0.3) | % | $ | 34.20 | $ | 34.33 | (0.4) | % | |||||||||||||||
| San Francisco | 130 | 8.1 | 32.58 | 32.43 | 0.5 | % | 94.9 | % | 94.2 | % | 0.7 | % | 30.92 | 30.55 | 1.2 | % | |||||||||||||||||||
| New York | 91 | 6.7 | 32.19 | 32.12 | 0.2 | % | 93.8 | % | 93.1 | % | 0.7 | % | 30.19 | 29.90 | 1.0 | % | |||||||||||||||||||
| Washington DC | 109 | 7.3 | 26.70 | 26.54 | 0.6 | % | 93.6 | % | 92.1 | % | 1.5 | % | 24.99 | 24.44 | 2.3 | % | |||||||||||||||||||
| Miami | 87 | 6.3 | 29.98 | 30.26 | (0.9) | % | 93.4 | % | 93.5 | % | (0.1) | % | 28.00 | 28.29 | (1.0) | % | |||||||||||||||||||
| Dallas-Ft. Worth | 130 | 9.7 | 18.21 | 18.09 | 0.7 | % | 90.2 | % | 92.5 | % | (2.3) | % | 16.43 | 16.73 | (1.8) | % | |||||||||||||||||||
| Seattle-Tacoma | 92 | 6.3 | 25.43 | 26.03 | (2.3) | % | 93.5 | % | 92.4 | % | 1.1 | % | 23.78 | 24.05 | (1.1) | % | |||||||||||||||||||
| Houston | 117 | 9.2 | 16.88 | 16.69 | 1.1 | % | 91.8 | % | 92.0 | % | (0.2) | % | 15.49 | 15.35 | 0.9 | % | |||||||||||||||||||
| Chicago | 131 | 8.3 | 20.44 | 20.03 | 2.0 | % | 93.6 | % | 93.9 | % | (0.3) | % | 19.13 | 18.81 | 1.7 | % | |||||||||||||||||||
| Atlanta | 107 | 7.1 | 17.50 | 17.85 | (2.0) | % | 88.2 | % | 91.9 | % | (3.7) | % | 15.44 | 16.40 | (5.9) | % | |||||||||||||||||||
| Orlando-Daytona | 69 | 4.4 | 18.81 | 19.89 | (5.4) | % | 91.9 | % | 93.9 | % | (2.0) | % | 17.29 | 18.68 | (7.4) | % | |||||||||||||||||||
| West Palm Beach | 41 | 3.1 | 26.16 | 26.71 | (2.1) | % | 92.7 | % | 93.9 | % | (1.2) | % | 24.25 | 25.08 | (3.3) | % | |||||||||||||||||||
| Philadelphia | 57 | 3.6 | 21.00 | 21.43 | (2.0) | % | 93.5 | % | 93.6 | % | (0.1) | % | 19.63 | 20.06 | (2.1) | % | |||||||||||||||||||
| Baltimore | 38 | 2.8 | 23.11 | 23.77 | (2.8) | % | 93.9 | % | 91.5 | % | 2.4 | % | 21.70 | 21.75 | (0.2) | % | |||||||||||||||||||
| Charlotte | 55 | 4.2 | 15.99 | 16.23 | (1.5) | % | 92.1 | % | 93.7 | % | (1.6) | % | 14.72 | 15.21 | (3.2) | % | |||||||||||||||||||
| All other markets | 1,035 | 67.0 | 18.33 | 18.61 | (1.5) | % | 93.3 | % | 93.7 | % | (0.4) | % | 17.11 | 17.44 | (1.9) | % | |||||||||||||||||||
| Totals | 2,507 | 170.0 | $ | 22.54 | $ | 22.67 | (0.6) | % | 93.0 | % | 93.5 | % | (0.5) | % | $ | 20.96 | $ | 21.20 | (1.1) | % | |||||||||||||||
(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.
35
Same Store Facilities Operating Trends by Market (Continued)
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| Revenues ($000's) | Direct Expenses ($000's) | Indirect Expenses ($000's) | Net Operating Income ($000's) | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||||||||||||||||||
| Los Angeles | $ | 138,919 | $ | 139,612 | (0.5) | % | $ | 17,503 | $ | 17,461 | 0.2 | % | $ | 2,514 | $ | 2,730 | (7.9) | % | $ | 118,902 | $ | 119,421 | (0.4) | % | ||||||||||||||
| San Francisco | 63,432 | 62,822 | 1.0 | % | 9,550 | 9,803 | (2.6) | % | 1,375 | 1,436 | (4.2) | % | 52,507 | 51,583 | 1.8 | % | ||||||||||||||||||||||
| New York | 52,007 | 51,490 | 1.0 | % | 11,996 | 11,393 | 5.3 | % | 1,067 | 1,173 | (9.0) | % | 38,944 | 38,924 | 0.1 | % | ||||||||||||||||||||||
| Washington DC | 47,099 | 46,042 | 2.3 | % | 8,985 | 8,795 | 2.2 | % | 1,246 | 1,259 | (1.0) | % | 36,868 | 35,988 | 2.4 | % | ||||||||||||||||||||||
| Miami | 45,553 | 46,033 | (1.0) | % | 9,126 | 8,215 | 11.1 | % | 921 | 1,050 | (12.3) | % | 35,506 | 36,768 | (3.4) | % | ||||||||||||||||||||||
| Dallas-Ft. Worth | 41,700 | 42,504 | (1.9) | % | 10,261 | 9,501 | 8.0 | % | 1,225 | 1,401 | (12.6) | % | 30,214 | 31,602 | (4.4) | % | ||||||||||||||||||||||
| Seattle-Tacoma | 38,503 | 38,993 | (1.3) | % | 7,347 | 6,754 | 8.8 | % | 962 | 1,022 | (5.9) | % | 30,194 | 31,217 | (3.3) | % | ||||||||||||||||||||||
| Houston | 37,310 | 36,990 | 0.9 | % | 9,671 | 10,351 | (6.6) | % | 1,114 | 1,263 | (11.8) | % | 26,525 | 25,376 | 4.5 | % | ||||||||||||||||||||||
| Chicago | 41,032 | 40,336 | 1.7 | % | 15,252 | 15,840 | (3.7) | % | 1,267 | 1,393 | (9.0) | % | 24,513 | 23,103 | 6.1 | % | ||||||||||||||||||||||
| Atlanta | 28,835 | 30,512 | (5.5) | % | 7,464 | 6,324 | 18.0 | % | 1,054 | 1,184 | (11.0) | % | 20,317 | 23,004 | (11.7) | % | ||||||||||||||||||||||
| Orlando-Daytona | 19,758 | 21,307 | (7.3) | % | 4,237 | 3,942 | 7.5 | % | 703 | 804 | (12.6) | % | 14,818 | 16,561 | (10.5) | % | ||||||||||||||||||||||
| West Palm Beach | 19,212 | 19,885 | (3.4) | % | 4,203 | 4,096 | 2.6 | % | 476 | 543 | (12.3) | % | 14,533 | 15,246 | (4.7) | % | ||||||||||||||||||||||
| Philadelphia | 18,659 | 19,010 | (1.8) | % | 4,174 | 3,974 | 5.0 | % | 554 | 660 | (16.1) | % | 13,931 | 14,376 | (3.1) | % | ||||||||||||||||||||||
| Baltimore | 16,067 | 16,110 | (0.3) | % | 2,774 | 3,057 | (9.3) | % | 370 | 411 | (10.0) | % | 12,923 | 12,642 | 2.2 | % | ||||||||||||||||||||||
| Charlotte | 15,998 | 16,495 | (3.0) | % | 3,013 | 3,026 | (0.4) | % | 506 | 526 | (3.8) | % | 12,479 | 12,943 | (3.6) | % | ||||||||||||||||||||||
| All other markets | 297,574 | 303,274 | (1.9) | % | 65,009 | 63,162 | 2.9 | % | 10,143 | 11,589 | (12.5) | % | 222,422 | 228,523 | (2.7) | % | ||||||||||||||||||||||
| Totals | $ | 921,658 | $ | 931,415 | (1.0) | % | $ | 190,565 | $ | 185,694 | 2.6 | % | $ | 25,497 | $ | 28,444 | (10.4) | % | $ | 705,596 | $ | 717,277 | (1.6) | % | ||||||||||||||
36
Same Store Facilities Operating Trends by Market (Continued)
As of June 30, 2024 | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| Number of Facilities | Square Feet (millions) | Realized Rent per Occupied Square Foot | Average Occupancy | Realized Rent per Available Square Foot | |||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | |||||||||||||||||||||||||||
| Los Angeles | 218 | 15.9 | $ | 35.81 | $ | 35.45 | 1.0 | % | 95.2 | % | 95.6 | % | (0.4) | % | $ | 34.09 | $ | 33.89 | 0.6 | % | |||||||||||||||
| San Francisco | 130 | 8.1 | 32.23 | 32.18 | 0.2 | % | 94.8 | % | 94.2 | % | 0.6 | % | 30.55 | 30.31 | 0.8 | % | |||||||||||||||||||
| New York | 91 | 6.7 | 32.04 | 31.92 | 0.4 | % | 93.7 | % | 93.0 | % | 0.7 | % | 30.03 | 29.69 | 1.1 | % | |||||||||||||||||||
| Washington DC | 109 | 7.3 | 26.66 | 26.43 | 0.9 | % | 92.6 | % | 91.4 | % | 1.2 | % | 24.69 | 24.16 | 2.2 | % | |||||||||||||||||||
| Miami | 87 | 6.3 | 29.79 | 29.95 | (0.5) | % | 93.6 | % | 93.5 | % | 0.1 | % | 27.88 | 28.00 | (0.4) | % | |||||||||||||||||||
| Dallas-Ft. Worth | 130 | 9.7 | 18.25 | 17.93 | 1.8 | % | 89.8 | % | 92.3 | % | (2.5) | % | 16.39 | 16.55 | (1.0) | % | |||||||||||||||||||
| Seattle-Tacoma | 92 | 6.3 | 25.27 | 25.85 | (2.2) | % | 93.1 | % | 92.3 | % | 0.8 | % | 23.53 | 23.86 | (1.4) | % | |||||||||||||||||||
| Houston | 117 | 9.2 | 16.88 | 16.57 | 1.9 | % | 91.3 | % | 91.8 | % | (0.5) | % | 15.41 | 15.21 | 1.3 | % | |||||||||||||||||||
| Chicago | 131 | 8.3 | 20.41 | 20.06 | 1.7 | % | 92.8 | % | 92.7 | % | 0.1 | % | 18.94 | 18.60 | 1.8 | % | |||||||||||||||||||
| Atlanta | 107 | 7.1 | 17.71 | 17.89 | (1.0) | % | 87.7 | % | 91.4 | % | (3.7) | % | 15.53 | 16.35 | (5.0) | % | |||||||||||||||||||
| Orlando-Daytona | 69 | 4.4 | 18.93 | 19.65 | (3.7) | % | 91.7 | % | 94.4 | % | (2.7) | % | 17.36 | 18.55 | (6.4) | % | |||||||||||||||||||
| West Palm Beach | 41 | 3.1 | 26.07 | 26.48 | (1.5) | % | 92.8 | % | 93.7 | % | (0.9) | % | 24.19 | 24.81 | (2.5) | % | |||||||||||||||||||
| Philadelphia | 57 | 3.6 | 21.10 | 21.47 | (1.7) | % | 92.8 | % | 92.9 | % | (0.1) | % | 19.58 | 19.95 | (1.9) | % | |||||||||||||||||||
| Baltimore | 38 | 2.8 | 23.32 | 23.67 | (1.5) | % | 92.4 | % | 91.0 | % | 1.4 | % | 21.55 | 21.54 | — | % | |||||||||||||||||||
| Charlotte | 55 | 4.2 | 16.04 | 16.08 | (0.2) | % | 91.4 | % | 93.4 | % | (2.0) | % | 14.66 | 15.02 | (2.4) | % | |||||||||||||||||||
| All other markets | 1,035 | 67.0 | 18.37 | 18.48 | (0.6) | % | 92.6 | % | 93.3 | % | (0.7) | % | 17.01 | 17.24 | (1.3) | % | |||||||||||||||||||
| Totals | 2,507 | 170.0 | $ | 22.53 | $ | 22.51 | 0.1 | % | 92.6 | % | 93.2 | % | (0.6) | % | $ | 20.87 | $ | 20.98 | (0.5) | % | |||||||||||||||
(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.
37
Same Store Facilities Operating Trends by Market (Continued)
| Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| Revenues ($000's) | Direct Expenses ($000's) | Indirect Expenses ($000's) | Net Operating Income ($000's) | |||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||||||||||||||||||
| Los Angeles | $ | 277,136 | $ | 275,608 | 0.6 | % | $ | 37,144 | $ | 35,677 | 4.1 | % | $ | 5,370 | $ | 5,647 | (4.9) | % | $ | 234,622 | $ | 234,284 | 0.1 | % | ||||||||||||||
| San Francisco | 125,617 | 124,601 | 0.8 | % | 20,702 | 19,733 | 4.9 | % | 2,773 | 3,060 | (9.4) | % | 102,142 | 101,808 | 0.3 | % | ||||||||||||||||||||||
| New York | 103,482 | 102,055 | 1.4 | % | 25,885 | 24,543 | 5.5 | % | 2,191 | 2,494 | (12.1) | % | 75,406 | 75,018 | 0.5 | % | ||||||||||||||||||||||
| Washington DC | 93,068 | 90,992 | 2.3 | % | 18,475 | 18,139 | 1.9 | % | 2,540 | 2,571 | (1.2) | % | 72,053 | 70,282 | 2.5 | % | ||||||||||||||||||||||
| Miami | 90,761 | 91,155 | (0.4) | % | 18,204 | 16,191 | 12.4 | % | 1,907 | 2,137 | (10.8) | % | 70,650 | 72,827 | (3.0) | % | ||||||||||||||||||||||
| Dallas-Ft. Worth | 83,254 | 84,139 | (1.1) | % | 20,385 | 19,706 | 3.4 | % | 2,427 | 2,859 | (15.1) | % | 60,442 | 61,574 | (1.8) | % | ||||||||||||||||||||||
| Seattle-Tacoma | 76,276 | 77,359 | (1.4) | % | 15,546 | 13,937 | 11.5 | % | 1,962 | 2,083 | (5.8) | % | 58,768 | 61,339 | (4.2) | % | ||||||||||||||||||||||
| Houston | 74,263 | 73,268 | 1.4 | % | 20,020 | 20,467 | (2.2) | % | 2,361 | 2,586 | (8.7) | % | 51,882 | 50,215 | 3.3 | % | ||||||||||||||||||||||
| Chicago | 81,227 | 79,722 | 1.9 | % | 34,849 | 32,516 | 7.2 | % | 2,658 | 2,831 | (6.1) | % | 43,720 | 44,375 | (1.5) | % | ||||||||||||||||||||||
| Atlanta | 57,996 | 60,885 | (4.7) | % | 13,834 | 12,792 | 8.1 | % | 2,225 | 2,463 | (9.7) | % | 41,937 | 45,630 | (8.1) | % | ||||||||||||||||||||||
| Orlando-Daytona | 39,662 | 42,354 | (6.4) | % | 8,526 | 8,013 | 6.4 | % | 1,487 | 1,664 | (10.6) | % | 29,649 | 32,677 | (9.3) | % | ||||||||||||||||||||||
| West Palm Beach | 38,344 | 39,385 | (2.6) | % | 8,847 | 8,271 | 7.0 | % | 1,023 | 1,107 | (7.6) | % | 28,474 | 30,007 | (5.1) | % | ||||||||||||||||||||||
| Philadelphia | 37,246 | 37,888 | (1.7) | % | 8,731 | 8,302 | 5.2 | % | 1,150 | 1,362 | (15.6) | % | 27,365 | 28,224 | (3.0) | % | ||||||||||||||||||||||
| Baltimore | 31,945 | 31,938 | — | % | 6,289 | 6,017 | 4.5 | % | 802 | 846 | (5.2) | % | 24,854 | 25,075 | (0.9) | % | ||||||||||||||||||||||
| Charlotte | 31,903 | 32,593 | (2.1) | % | 6,225 | 6,035 | 3.1 | % | 1,049 | 1,157 | (9.3) | % | 24,629 | 25,401 | (3.0) | % | ||||||||||||||||||||||
| All other markets | 592,566 | 599,988 | (1.2) | % | 134,848 | 129,774 | 3.9 | % | 21,299 | 23,950 | (11.1) | % | 436,419 | 446,264 | (2.2) | % | ||||||||||||||||||||||
| Totals | $ | 1,834,746 | $ | 1,843,930 | (0.5) | % | $ | 398,510 | $ | 380,113 | 4.8 | % | $ | 53,224 | $ | 58,817 | (9.5) | % | $ | 1,383,012 | $ | 1,405,000 | (1.6) | % | ||||||||||||||
38
Acquired Facilities
The Acquired Facilities represent 240 facilities that we acquired in 2022, 2023, and 2024. As a result of the stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:
| ACQUIRED FACILITIES | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | ||||||||||||||||||||||||||||||||||||||||||||||||
| ($ amounts in thousands, except for per square foot amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (b): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | $ | 13,719 | $ | 12,195 | $ | 1,524 | $ | 27,022 | $ | 23,796 | $ | 3,226 | |||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 45,963 | 1,036 | 44,927 | 91,113 | 1,416 | 89,697 | |||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 62 | — | 62 | 62 | — | 62 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 59,744 | 13,231 | 46,513 | 118,197 | 25,212 | 92,985 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations (b): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | 5,006 | 5,280 | (274) | 10,246 | 10,862 | (616) | |||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 13,731 | 394 | 13,337 | 29,773 | 565 | 29,208 | |||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 121 | — | 121 | 121 | — | 121 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total cost of operations | 18,858 | 5,674 | 13,184 | 40,140 | 11,427 | 28,713 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | 8,713 | 6,915 | 1,798 | 16,776 | 12,934 | 3,842 | |||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 32,232 | 642 | 31,590 | 61,340 | 851 | 60,489 | |||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | (59) | — | (59) | (59) | — | (59) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | 40,886 | 7,557 | 33,329 | 78,057 | 13,785 | 64,272 | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | (59,923) | (11,068) | (48,855) | (122,956) | (22,813) | (100,143) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (19,037) | $ | (3,511) | $ | (15,526) | $ | (44,899) | $ | (9,028) | $ | (35,871) | |||||||||||||||||||||||||||||||||||||||||
At June 30: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Square foot occupancy: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | 85.4% | 85.5% | (0.1)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 87.0% | 56.8% | 30.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 68.6% | —% | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 86.4% | 79.7% | 6.8% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual contract rent per occupied square foot: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | $ | 13.25 | $ | 12.22 | 8.4% | ||||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 17.26 | 13.74 | 25.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 11.94 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 16.10 | $ | 12.44 | 29.4% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Number of facilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | 74 | 74 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 164 | 16 | 148 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 2 | — | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 240 | 90 | 150 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net rentable square feet (in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 Acquisitions | 4,740 | 4,740 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
2023 Acquisitions | 12,067 | 1,205 | 10,862 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2024 Acquisitions | 147 | — | 147 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 16,954 | 5,945 | 11,009 | |||||||||||||||||||||||||||||||||||||||||||||||||||
39
ACQUIRED FACILITIES (Continued)
As of June 30, 2024 | |||||
| Costs to acquire (in thousands): | |||||
2022 Acquisitions | $ | 730,957 | |||
2023 Acquisitions | 2,674,840 | ||||
2024 Acquisitions | 21,963 | ||||
| $ | 3,427,760 | ||||
(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.
(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.
We have been active in acquiring facilities in recent years. Since the beginning of 2022, we acquired a total of 240 facilities with 17.0 million net rentable square feet for $3.4 billion. During the three and six months ended June 30, 2024, these facilities contributed net operating income of $40.9 million and $78.1 million, respectively.
During 2023, we acquired BREIT Simply Storage LLC, a self-storage company that owned and operated 127 self-storage facilities (9.4 million square feet) and managed 25 self-storage facilities (1.8 million square feet) for third parties, for a purchase price of $2.2 billion in cash. Included in the Acquisition results in the table above are the Simply portfolio self-storage revenues of $76.0 million, NOI of $52.0 million (including Direct NOI of $54.6 million), and average square footage occupancy of 86.7% for the six months ended June 30, 2024.
We remain active in seeking to acquire additional self-storage facilities. Future acquisition volume is likely to be impacted by cost of capital and overall macro-economic uncertainties. Subsequent to June 30, 2024, we acquired or were under contract to acquire three self-storage facilities across three states with 0.2 million net rentable square feet, for $24.2 million.
40
Newly Developed and Expanded Facilities
The Newly Developed and Expanded Facilities include 42 facilities that were developed on new sites since January 1, 2019, and 84 facilities expanded to increase their net rentable square footage. Of these expansions, 64 were completed before 2023, 12 were completed in 2023 or 2024, and eight are currently in process at June 30, 2024. The following table summarizes operating data with respect to the Newly Developed and Expanded Facilities:
NEWLY DEVELOPED AND EXPANDED FACILITIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (a) | 2024 | 2023 | Change (a) | ||||||||||||||||||||||||||||||||||||||||||||||||
| ($ amounts in thousands, except for per square foot amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues (b): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | $ | 4,507 | $ | 4,541 | $ | (34) | $ | 8,918 | $ | 8,916 | $ | 2 | |||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 1,869 | 1,930 | (61) | 3,717 | 3,831 | (114) | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 2,909 | 2,757 | 152 | 5,743 | 5,366 | 377 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 2,479 | 1,597 | 882 | 4,746 | 2,683 | 2,063 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 1,326 | 138 | 1,188 | 2,232 | 163 | 2,069 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 51 | — | 51 | 53 | — | 53 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 34,825 | 33,681 | 1,144 | 69,048 | 66,181 | 2,867 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 4,146 | 2,667 | 1,479 | 7,704 | 5,274 | 2,430 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 3,465 | 4,169 | (704) | 6,856 | 8,320 | (1,464) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 55,577 | 51,480 | 4,097 | 109,017 | 100,734 | 8,283 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of operations (b): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | 1,456 | 1,454 | 2 | 2,993 | 2,961 | 32 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 476 | 450 | 26 | 910 | 874 | 36 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 941 | 925 | 16 | 1,863 | 1,842 | 21 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 936 | 962 | (26) | 2,067 | 1,945 | 122 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 1,328 | 266 | 1,062 | 2,398 | 495 | 1,903 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 100 | — | 100 | 113 | — | 113 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 9,948 | 9,855 | 93 | 20,720 | 19,864 | 856 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 1,826 | 820 | 1,006 | 3,566 | 1,550 | 2,016 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 794 | 920 | (126) | 1,655 | 1,870 | (215) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total cost of operations | 17,805 | 15,652 | 2,153 | 36,285 | 31,401 | 4,884 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | 3,051 | 3,087 | (36) | 5,925 | 5,955 | (30) | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 1,393 | 1,480 | (87) | 2,807 | 2,957 | (150) | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 1,968 | 1,832 | 136 | 3,880 | 3,524 | 356 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 1,543 | 635 | 908 | 2,679 | 738 | 1,941 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | (2) | (128) | 126 | (166) | (332) | 166 | |||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | (49) | — | (49) | (60) | — | (60) | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 24,877 | 23,826 | 1,051 | 48,328 | 46,317 | 2,011 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 2,320 | 1,847 | 473 | 4,138 | 3,724 | 414 | |||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 2,671 | 3,249 | (578) | 5,201 | 6,450 | (1,249) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net operating income | 37,772 | 35,828 | 1,944 | 72,732 | 69,333 | 3,399 | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expense | (16,842) | (13,568) | (3,274) | (33,250) | (26,682) | (6,568) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 20,930 | $ | 22,260 | $ | (1,330) | $ | 39,482 | $ | 42,651 | $ | (3,169) | |||||||||||||||||||||||||||||||||||||||||
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NEWLY DEVELOPED AND EXPANDED FACILITIES (Continued) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
As of June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change (a) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ amounts in thousands, except for per square foot amounts) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Square foot occupancy: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | 85.6% | 89.1% | (3.5)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 89.0% | 92.9% | (3.9)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 86.3% | 87.7% | (1.4)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 87.1% | 75.7% | 11.4% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 57.7% | 37.8% | 19.9% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 21.4% | —% | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 87.5% | 87.0% | 0.5% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 62.5% | 85.0% | (22.5)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 93.1% | 93.6% | (0.5)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 81.6% | 86.0% | (4.4)% | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Annual contract rent per occupied square foot: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | $ | 18.76 | $ | 19.01 | (1.3)% | ||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 22.82 | 22.78 | 0.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 20.00 | 18.77 | 6.6% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 16.94 | 14.58 | 16.2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 10.03 | 9.03 | 11.1% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 11.45 | — | —% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 18.35 | 18.17 | 1.0% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 19.78 | 23.93 | (17.3)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 24.33 | 26.45 | (8.0)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | 18.42 | $ | 18.88 | (2.4)% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Number of facilities: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | 11 | 11 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 3 | 3 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 6 | 6 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 8 | 8 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 11 | 3 | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 3 | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 64 | 64 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 12 | 12 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 8 | 8 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 126 | 115 | 11 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net rentable square feet (in thousands): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2019 | 1,057 | 1,057 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2020 | 347 | 347 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2021 | 681 | 681 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2022 | 631 | 631 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2023 | 1,098 | 268 | 830 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Developed in 2024 | 275 | — | 275 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed before 2023 | 8,489 | 8,496 | (7) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions completed in 2023 or 2024 | 1,580 | 585 | 995 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expansions in process | 718 | 710 | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 14,876 | 12,775 | 2,101 | |||||||||||||||||||||||||||||||||||||||||||||||||||
42
As of June 30, 2024 | |||||
| Costs to develop (in thousands): | |||||
| Developed in 2019 | $ | 150,387 | |||
| Developed in 2020 | 42,063 | ||||
| Developed in 2021 | 115,632 | ||||
| Developed in 2022 | 100,089 | ||||
| Developed in 2023 | 193,766 | ||||
| Developed in 2024 | 52,493 | ||||
| Expansions completed before 2023 (c) | 543,636 | ||||
| Expansions completed in 2023 or 2024 (c) | 218,580 | ||||
| $ | 1,416,646 | ||||
(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.
(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.
(c)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.
Our Newly Developed and Expanded Facilities includes a total of 126 self-storage facilities of 14.9 million net rentable square feet. For development and expansions completed by June 30, 2024, we incurred a total cost of $1.4 billion. During the three and six months ended June 30, 2024, Newly Developed and Expanded Facilities contributed net operating income of $37.8 million and $72.7 million, respectively.
It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.
We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, the related construction and development overhead expenses included in general and administrative expense, and the net operating loss from newly developed facilities undergoing fill-up.
We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost. Our developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.
The facilities under “expansions completed” represent those facilities where the expansions have been completed at June 30, 2024. We incurred a total of $762.2 million in direct cost to expand these facilities, demolished a total of 1.1 million net rentable square feet of storage space, and built a total of 6.4 million net rentable square feet of new storage space.
At June 30, 2024, we had 22 additional facilities in development, which will have a total of 2.2 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $419.5 million. We expect these facilities to open over the next 18 to 24 months.
The facilities under “expansion in process” represent those facilities where construction is in process at June 30, 2024, and together with additional future expansion activities primarily related to our Same Store Facilities at June 30, 2024, we expect to add a total of 1.6 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $319.2 million.
43
Other Non-Same Store Facilities
The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2022, including facilities undergoing fill-up as well as facilities damaged in casualty events such as hurricanes, floods, and fires.
The Other Non-Same Store Facilities have an aggregate of 17.1 million net rentable square feet at June 30, 2024. During the three and six months ended June 30, 2024 and 2023, the average occupancy for these facilities totaled 82.1% and 80.8%, respectively, as compared to 81.7% and 81.1% for the same periods in 2023, and the realized rent per occupied square foot totaled $17.18 and $17.16, respectively, as compared to $16.16 and $16.07 for the same periods in 2023.
Depreciation and amortization expense
Depreciation and amortization expense for Self-Storage Operations increased $61.2 million and $124.8 million in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, primarily due to newly acquired facilities of $2.7 billion in 2023 and newly developed and expanded facilities in 2024. We expect continued increases in depreciation expense in the remainder of 2024 as a result of elevated levels of capital expenditures and new facilities that are acquired, developed or expanded over 2024.
Ancillary Operations
Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Tenant reinsurance premiums | $ | 55,904 | $ | 50,372 | $ | 5,532 | $ | 110,020 | $ | 99,670 | $ | 10,350 | |||||||||||||||||||||||
| Merchandise | 7,287 | 7,295 | (8) | 13,873 | 14,115 | (242) | |||||||||||||||||||||||||||||
| Third party property management | 10,284 | 5,983 | 4,301 | 20,757 | 11,913 | 8,844 | |||||||||||||||||||||||||||||
| Total revenues | 73,475 | 63,650 | 9,825 | 144,650 | 125,698 | 18,952 | |||||||||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||||||||||||||
| Tenant reinsurance | 12,876 | 11,899 | 977 | 24,574 | 21,471 | 3,103 | |||||||||||||||||||||||||||||
| Merchandise | 4,445 | 4,487 | (42) | 9,490 | 8,700 | 790 | |||||||||||||||||||||||||||||
| Third party property management | 10,222 | 5,816 | 4,406 | 20,548 | 11,707 | 8,841 | |||||||||||||||||||||||||||||
| Total cost of operations | 27,543 | 22,202 | 5,341 | 54,612 | 41,878 | 12,734 | |||||||||||||||||||||||||||||
| Net operating income: | |||||||||||||||||||||||||||||||||||
| Tenant reinsurance | 43,028 | 38,473 | 4,555 | 85,446 | 78,199 | 7,247 | |||||||||||||||||||||||||||||
| Merchandise | 2,842 | 2,808 | 34 | 4,383 | 5,415 | (1,032) | |||||||||||||||||||||||||||||
| Third party property management | 62 | 167 | (105) | 209 | 206 | 3 | |||||||||||||||||||||||||||||
| Total net operating income | $ | 45,932 | $ | 41,448 | $ | 4,484 | $ | 90,038 | $ | 83,820 | $ | 6,218 | |||||||||||||||||||||||
Tenant reinsurance operations: Tenant reinsurance premium revenue increased $5.5 million or 11.0% for the three months ended June 30, 2024, and increased $10.4 million or 10.4% for the six months ended June 30, 2024, in each case as compared to the same period in 2023, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage, as well as the increase of average premiums charged per customer at our same store facilities. Tenant reinsurance premium revenue generated from tenants at our Same Store Facilities were $42.3 million and $83.9 million for the three and six months ended June 30, 2024, respectively, as compared to $40.8 million and $81.0 million for the same periods in 2023, representing an increase of 3.7% and 3.6%, respectively.
44
We expect future growth will come primarily from customers of newly acquired and developed facilities and the increase of tenant insurance participation at our Same Store Facilities.
Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events that drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Tenant reinsurance cost of operations increased $1.0 million and $3.1 million for the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, primarily due to increased access fees we paid to the third-party owners of properties we manage driven by the growth of our third-party property management program.
Third-party property management: At June 30, 2024, in our third-party property management program, we managed 260 facilities for unrelated third parties, and were under contract to manage 115 additional facilities including 112 facilities that are currently under construction. During the six months ended June 30, 2024, we added 63 facilities to the program, acquired one facility from the program, and had eleven facilities exit the program. While we expect this business to increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.
Analysis of items not allocated to segments
Equity in earnings of unconsolidated real estate entity
We account for our equity investment in Shurgard using the equity method and record our pro-rata share of its net income. For the three and six months ended June 30, 2024, we recognized equity in earnings of Shurgard of $6.5 million and $12.6 million, respectively, as compared to $9.6 million and $15.6 million for the same periods in 2023. Included in our equity earnings from Shurgard were $9.8 million and $19.5 million of our share of depreciation and amortization expense for the three and six months ended June 30, 2024, respectively, as compared to $9.2 million and $17.7 million for the same periods in 2023.
For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.072 U.S. Dollars per Euro at June 30, 2024 (1.104 at December 31, 2023), and average exchange rates of 1.076 and 1.088 for the three months ended June 30, 2024 and 2023, respectively, and average exchange rates of 1.081 for each of the six months ended June 30, 2024 and 2023.
Real estate acquisition and development expense: In the three and six months ended June 30, 2024, we incurred a total of $2.9 million and $6.6 million, respectively, of internal and external expenses related to our acquisition and development of real estate facilities, as compared to $3.1 million and $8.6 million for the same periods in 2023. These amounts are net of $4.2 million and $8.7 million in the three and six months ended June 30, 2024, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities, as compared to $4.4 million and $8.9 million for the same periods in 2023.
General and administrative expense: The following table sets forth our general and administrative expense:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | $ | 6,772 | $ | 7,940 | $ | (1,168) | $ | 12,810 | $ | 13,220 | $ | (410) | |||||||||||||||||||||||||||||||||||||||||
| Legal costs | 4,237 | 1,197 | 3,040 | 4,946 | 1,783 | 3,163 | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate management costs | 7,521 | 5,989 | 1,532 | 15,660 | 12,968 | 2,692 | |||||||||||||||||||||||||||||||||||||||||||||||
| Information technology costs | 3,782 | 1,097 | 2,685 | 5,802 | 1,998 | 3,804 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other costs | 4,268 | 3,546 | 722 | 8,698 | 6,758 | 1,940 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 26,580 | $ | 19,769 | $ | 6,811 | $ | 47,916 | $ | 36,727 | $ | 11,189 | |||||||||||||||||||||||||||||||||||||||||
45
General and administrative expense increased $6.8 million and $11.2 million in the three and six months ended June 30, 2024, respectively, as compared to the same period in 2023 due primarily to (i) an increase in loss contingencies related to corporate legal matters and (ii) an increase in license and data conversion costs related to our new IT applications.
Interest and other income: The following table sets forth our interest and other income:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||||||||
| Interest earned on cash balances | $ | 12,963 | $ | 13,245 | $ | (282) | $ | 21,603 | $ | 25,104 | $ | (3,501) | |||||||||||||||||||||||
| Commercial operations | 2,603 | 2,584 | 19 | 4,842 | 4,967 | (125) | |||||||||||||||||||||||||||||
| Unrealized gain on private equity investments | 1,011 | 275 | 736 | 2,114 | 2,493 | (379) | |||||||||||||||||||||||||||||
| Other | 1,676 | 2,348 | (672) | 3,660 | 4,522 | (862) | |||||||||||||||||||||||||||||
| Total | $ | 18,253 | $ | 18,452 | $ | (199) | $ | 32,219 | $ | 37,086 | $ | (4,867) | |||||||||||||||||||||||
Interest earned on cash balances decreased $0.3 million and $3.5 million in the three and six months ended June 30, 2024, respectively, as compared to the same periods in 2023, due primarily to lower average cash balances partially offset by higher interest rates earned.
Interest expense: For the three and six months ended June 30, 2024, we incurred $76.1 million and $146.2 million, respectively, of interest on our outstanding notes payable, as compared to $40.1 million and $77.9 million for the same periods in 2023. In determining interest expense, these amounts were offset by capitalized interest of $2.8 million and $5.2 million during the three and six months ended June 30, 2024, respectively, associated with our development activities, as compared to $2.0 million and $3.8 million for the same periods in 2023. The increase of interest expense in the three and six months ended June 30, 2024 as compared to the same periods in 2023 is due to the issuance of $2.2 billion of notes payable in July 2023 and the increase of Compounded SOFR on our $700.0 million variable rate unsecured notes issued in April 2021, which we repaid in full in April 2024. At June 30, 2024, we had $9.4 billion of notes payable outstanding, with a weighted average interest rate of approximately 3.2%.
Foreign currency exchange gain (loss): For the three and six months ended June 30, 2024, we recorded foreign currency gains of $12.4 million and $50.0 million, respectively, representing primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates. For the three and six months ended June 30, 2023, we recorded foreign currency losses of $1.1 million and $28.0 million, respectively. The Euro was translated at exchange rates of approximately 1.072 U.S. Dollars per Euro at June 30, 2024, 1.104 at December 31, 2023, 1.089 at June 30, 2023, and 1.070 at December 31, 2022. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.
Gain on sale of real estate: In the six months ended June 30, 2024, we sold a land parcel for $2.4 million in cash and recorded gains on sale of real estate of $0.9 million (none in the three months ended June 30, 2024 or in the three and six months ended June 30, 2023).
Income tax expense: We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. For the three and six months ended June 30, 2024, we recorded income tax expense totaling $2.1 million and $3.6 million, respectively, related to our taxable REIT subsidiaries and in the state and local jurisdictions in which we operate, as compared to $2.5 million and $5.6 million for the same periods in 2023. The year-over-year changes of income tax expense in the three and six months ended June 30, 2024 were primarily driven by changes in state income tax, due to fluctuations of taxable income in certain states where there are differences between federal and state tax laws.
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Liquidity and Capital Resources
Overview and our Sources of Capital
While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our annual operating retained cash flow was approximately $700 million in 2021, $1 billion in 2022 and $480 million for 2023 after a 50% increase in annual dividend in 2023. Retained operating cash flow represents our expected cash flow provided by operating activities (including property operating costs and interest payments described below), less shareholder distributions and capital expenditures. We expect retained cash flow of approximately $450 million for 2024.
Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, (iii) limited partnership interests, and (iv) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as bridge financing.
Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively access both the public and private capital markets to raise capital.
On June 12, 2023, we amended our revolving line of credit, increasing the borrowing limit from $500 million to $1.5 billion. We increased the size of the revolving line of credit and its associated lender base given our increased levels of debt maturities in coming years and to serve as temporary “bridge” financing until we are able to raise longer term capital. As of June 30, 2024, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $15.2 million of outstanding letters of credit, which limits our borrowing capacity to $1,484.8 million as of July 30, 2024. Our line of credit matures on June 12, 2027.
We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we have significant access to sources of capital including debt and preferred equity. While the costs of financing have increased recently, based on our strong credit profile and our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions deteriorate significantly for a long period of time, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.
Our current and expected capital resources include: (i) $542.3 million of cash as of June 30, 2024 and (ii) approximately $450 million of expected retained operating cash flow over the next twelve months. Additionally, we have $1,484.8 million available borrowing capacity on our revolving line of credit, which can be used as temporary “bridge” financing until we are able to raise longer term capital. We believe that our cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable future.
As described below, our current committed cash requirements consist of (i) $358.0 million of remaining spending on our current development pipeline, which will be incurred primarily in the next 18 to 24 months and (ii) $24.2 million in property acquisitions currently under contract. Our cash requirements may increase over the next year as we add projects to our development pipeline and acquire additional properties. Additional potential cash requirements could result from various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger and acquisition activities, as and to the extent we determine to engage in such activities.
Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, debt, and limited partnership interests, or entering into joint venture arrangements to acquire or develop facilities.
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Cash Requirements
The following summarizes our expected material cash requirements, which comprise (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financings.
Required Debt Repayments: As of June 30, 2024, the principal outstanding on our debt totaled approximately $9.5 billion, consisting of $7.8 billion of U.S. Dollar denominated unsecured notes payable, $1.7 billion of Euro-denominated unsecured notes payable, and $1.8 million of mortgage notes payable. Approximate principal maturities and interest payments (including $162.5 million in estimated interest on our $1.1 billion variable rate unsecured notes based on rates in effect at June 30, 2024) are as follows (amounts in thousands):
| Principal | Interest | Total | |||||||||||||||
| Remainder of 2024 | $ | 62 | $ | 143,688 | $ | 143,750 | |||||||||||
| 2025 | 659,476 | 288,971 | 948,447 | ||||||||||||||
| 2026 | 1,150,138 | 263,059 | 1,413,197 | ||||||||||||||
| 2027 | 1,200,146 | 229,056 | 1,429,202 | ||||||||||||||
| 2028 | 1,200,129 | 185,508 | 1,385,637 | ||||||||||||||
| Thereafter | 5,247,841 | 1,573,209 | 6,821,050 | ||||||||||||||
| $ | 9,457,792 | $ | 2,683,491 | $ | 12,141,283 | ||||||||||||
Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.
We spent $117 million of capital expenditures to maintain real estate facilities in the first half of 2024 and expect to spend approximately $180 million in 2024. In addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative to local competitors pursuant to a multi-year Property of Tomorrow program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage and upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We spent approximately $63 million in the first half of 2024 and expect to spend $150 million in 2024 on this effort. In addition, we have spent $26 million on the installation of solar panels in the first half of 2024 and we expect to spend $120 million in 2024.
The capital spent to install solar panels and LED lights will reduce electric utility usage resulting in lower property operating costs.
Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Internal Revenue Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.
Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities.
The annual distribution requirement with respect to our preferred shares outstanding at June 30, 2024 is approximately $194.7 million per year.
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Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to June 30, 2024, we acquired or were under contract to acquire three self-storage facilities for a total purchase price of $24.2 million.
We are actively seeking to acquire additional facilities. However, future acquisition volume will depend upon whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as economic conditions and the level of seller confidence.
As of June 30, 2024, we had development and expansion projects at a total cost of approximately $738.7 million. Costs incurred through June 30, 2024 were $380.7 million, with the remaining cost to complete of $358.0 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in certain municipalities.
Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.
Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of July 30, 2024, we have three series of preferred securities that are eligible for redemption, at our option and with 30 days’ notice: our 5.150% Series F Preferred Shares ($280.0 million), 5.050% Series G Preferred Shares ($300.0 million), and 5.600% Series H Preferred Shares ($285.0 million). See Note 9 to our June 30, 2024 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.
Repurchases of Common Shares: Our Board has authorized a share repurchase program pursuant to which management may purchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During the three and six months ended June 30, 2024, we repurchased 726,865 of our common shares under the repurchase program on the open market for a total cost of $200.0 million. From the inception of the repurchase program through July 30, 2024, we have repurchased a total of 24,448,781 common shares at an aggregate cost of approximately $879.1 million. All the repurchased shares are constructively retired and returned to an authorized and unissued status. Future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
To limit our exposure to market risk, we are capitalized primarily with preferred and common equity. Our preferred shares are redeemable at our option generally five years after issuance, but the holder has no redemption option. Our debt, which totals approximately $9.4 billion at June 30, 2024, is the only market-risk sensitive portion of our capital structure.
The fair value of our debt at June 30, 2024 is approximately $8.7 billion. The table below summarizes the annual maturities of our debt, which had a weighted average effective rate of 3.2% at June 30, 2024. See Note 7 to our June 30, 2024 consolidated financial statements for further information regarding our debt (amounts in thousands).
| Remainder of 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Debt | $ | 62 | $ | 659,476 | $ | 1,150,138 | $ | 1,200,146 | $ | 1,200,129 | $ | 5,247,841 | $ | 9,457,792 | |||||||||||||||||||||||||||
We have foreign currency exposure at June 30, 2024 related to (i) our investment in Shurgard, with a book value of $374.2 million, and a fair value of $1.3 billion based upon the closing price of Shurgard’s stock on June 30, 2024, and (ii) €1.6 billion ($1.7 billion) of Euro-denominated unsecured notes payable, providing a natural hedge against the fair value of our investment in Shurgard.
ITEM 4. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance. We also have investment in certain unconsolidated real estate entity and because we do not control the entity, our disclosure controls and procedures with respect to such entity are substantially more limited than those we maintain with respect to our consolidated subsidiaries.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at a reasonable assurance level.
Internal Control Over Financial Reporting
During the second quarter of 2024, the Company completed the implementation of a new enterprise resource planning (“ERP”) system to replace its previous ERP system. The Company completed significant pre-implementation testing and post-implementation testing and monitoring to ensure the effectiveness of internal controls over financial reporting. As a result of this implementation, the Company modified certain existing internal controls over financial reporting and implemented new controls and procedures related to our implementation of the new ERP system. During the second quarter of 2024, no other changes occurred in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company will continue to evaluate and monitor the internal controls over financial reporting during this period of change and will continue to evaluate the operating effectiveness of related key controls.
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Part II. OTHER INFORMATION
ITEM 1. Legal Proceedings
We are a party to various legal proceedings and subject to various claims and complaints; however, we believe that the likelihood of these contingencies resulting in a material loss to the Company, either individually or in the aggregate, is remote.
ITEM 1A. Risk Factors
In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our Annual Report on Form 10-K filed for the year ended December 31, 2023, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results. There have been no material changes to the risk factors relating to the Company disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
In addition, in considering the forward-looking statements contained in this Quarterly Report on Form 10-Q and elsewhere, you should refer to the qualifications and limitations on our forward-looking statements that are described in Forward-Looking Statements at the beginning of Part I, Item 2 of this Quarterly Report on Form 10-Q.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Common Share Repurchases
The following table is a summary of common share repurchase activities for the three months ended June 30, 2024.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1 - April 30, 2024 | — | $ | — | — | 11,278,084 | |||||||||||||||||||||
| May 1 - May 31, 2024 | 577,955 | $ | 275.13 | 577,955 | 10,700,129 | |||||||||||||||||||||
| June 1 - June 30, 2024 | 148,910 | $ | 275.25 | 148,910 | 10,551,219 | |||||||||||||||||||||
| Total | 726,865 | $ | 275.15 | 726,865 | 10,551,219 | |||||||||||||||||||||
In May 2008, our Board has authorized management to repurchase an additional 10,000,000 common shares under our share repurchase program, for a total of up to 35,000,000 of our common shares. Under the repurchase program, management may repurchase our common shares on the open market or in privately negotiated transactions. From the inception of the repurchase program through July 30, 2024, we have repurchased a total of 24,448,781 common shares, including the 726,865 shares repurchased on the open market during the three months ended June 30, 2024, shown in the table above. There is no expiration date to our common share repurchase program.
ITEM 5. Other Information
During the three months ended June 30, 2024, no trustee or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K
ITEM 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index which is incorporated herein by reference.
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PUBLIC STORAGE
INDEX TO EXHIBITS (1)
(Items 15(a)(3) and 15(c))
| 4.1 | |||||
| 4.2 | |||||
| 10.1 | |||||
10.2* | |||||
10.3* | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 .INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||
| 101 .SCH | Inline XBRL Taxonomy Extension Schema. Filed herewith. | ||||
| 101 .CAL | Inline XBRL Taxonomy Extension Calculation Linkbase. Filed herewith. | ||||
| 101 .DEF | Inline XBRL Taxonomy Extension Definition Linkbase. Filed herewith. | ||||
| 101 .LAB | Inline XBRL Taxonomy Extension Label Linkbase. Filed herewith. | ||||
| 101 .PRE | Inline XBRL Taxonomy Extension Presentation Link. Filed herewith. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
| _ (1) SEC | File No. 001-33519 unless otherwise indicated. | ||||
* Denotes management compensatory plan or arrangement. | |||||
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SIGNATURES
Pursuant to the requirement 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.
DATED: July 30, 2024 | ||||||||
| PUBLIC STORAGE | ||||||||
| By: | /s/ H. Thomas Boyle | |||||||
| H. Thomas Boyle Senior Vice President, Chief Financial and Investment Officer | ||||||||
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Exhibit 10.2
PUBLIC STORAGE OP, L.P.
AO LTIP UNIT AGREEMENT (TRUSTEES)
AO LTIP UNIT AGREEMENT (TRUSTEES)
THIS APPRECIATION-ONLY LTIP UNIT AGREEMENT (this “Agreement”) dated as of the Effective Date set forth in the Award Certificate attached hereto (the “Award Certificate”) is made by and between Public Storage OP, L.P. (the “Partnership”) and Public Storage (together with its Subsidiaries and any successors thereto, the “Company”) and the Participant set forth in the Award Certificate. The Award Certificate is included with and made part of this Agreement. In this Agreement and each Award Certificate, unless the context otherwise requires, words and expressions shall have the meanings given to them in the Plan (as defined below), except as herein defined.
1.Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a)“Accounting Firm” shall have the meaning set forth in Section 5(k).
(b)“AO LTIP Units” shall have the meaning set forth in the Partnership Agreement.
(c)“Award” means the award(s) as set forth in the Award Certificate.
(d)“Board” means the Board of Trustees of the Company.
(e)“Common Partnership Units” shall have the meaning set forth in the Partnership Agreement.
(f)“Common Shares” means the common shares, par value $0.10 per share, of the Company (and any stock or other securities into which such Common Shares may be converted or into which it may be exchanged).
(g)“Effective Date” means the Effective Date set forth in the Award Certificate.
(h)“Excise Tax” shall have the meaning set forth in Section 5(k).
(i)“Expiration Date” means 5:00 p.m. Pacific time on the day before the 10th anniversary of the Effective Date, subject to earlier termination in accordance with this Agreement or the terms of the Plan as determined by the Committee.
(j)“Initial Sharing Percentage” shall have the meaning set forth in Section 3(b).
(k)“LTIP Unit” shall have the meaning set forth in the Partnership Agreement and shall include a Vested LTIP Unit, as the context may require.
(l)“Participant” means the person whose name is set forth in the Award Certificate.
(m)“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Public Storage OP, L.P., as further amended or supplemented from time to time.
(n)“Plan” means the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan, as amended from time to time.
(o)“Unvested AO LTIP Units” shall have the meaning set forth in the Partnership Agreement.
(p)“Vested AO LTIP Units” shall have the meaning set forth in the Partnership Agreement.
(q)“Vested LTIP Units” shall have the meaning set forth in the Partnership Agreement.
2.Award of AO LTIP Units.
(a)Grant of Award Ranges. The Partnership hereby grants to the Participant a number of AO LTIP Units under the Award equal to the number of AO LTIP Units set forth in the Award Certificate, which AO LTIP Units shall be subject to the satisfaction of the service vesting conditions set forth in the Award Certificate and herein. Vested AO LTIP Units are intended to provide the Participant with the opportunity to share in the appreciation of the value of a Common Share in excess of the AO LTIP Unit Participation Threshold set forth in the Award Certificate based on the AO LTIP Unit Conversion Factor and other terms set forth in the Partnership Agreement.
(b)Admission to Partnership.
(i)The Participant shall be admitted as a limited partner of the Partnership in respect of the AO LTIP Units as of the Effective Date by signing and delivering to the Partnership a copy of this Agreement, and by doing so agrees to be bound by the terms and provisions of the Partnership Agreement, including the power of attorney set forth in Section 15.11 of the Partnership Agreement.
(ii)Upon execution of this Agreement by the Participant, the Partnership and the Company shall update the Partnership Agreement registry to reflect the issuance to the Participant of the AO LTIP Units and the admission of the Participant as an AO LTIP Unitholder (as defined in the Partnership Agreement) and the Partnership shall deliver to the Participant a certificate, letter or electronic documentation certifying the number of AO LTIP Units then issued to the Participant. Thereupon, the Participant shall have all the rights of an AO LTIP Unitholder of the Partnership with respect to the number of AO LTIP Units set forth in this Agreement in accordance with the Partnership Agreement.
(c)Representations and Warranties. The Participant hereby makes the covenants, representations, and warranties set forth on Exhibit A attached hereto as of the
2
Effective Date, and the Participant shall immediately notify the Company and the Partnership upon discovering that any of the representations or warranties set forth on Exhibit A was false when made or have, as a result of changes in circumstances, become false.
(d)Section 83(b) Election. Within 10 days after the Effective Date, the Participant shall provide the Partnership with a copy of a completed election under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) in the form of Exhibit B hereto. The Participant shall timely (within 30 days of the Effective Date) file (via certified mail, return receipt requested) such election with the Internal Revenue Service and shall thereafter notify the Partnership that the Participant has made such timely filings. The Participant should consult Participant’s tax advisor regarding the consequences of Section 83(b) elections, as well as the receipt, vesting, holding, and sale of AO LTIP Units.
(e)Vesting. Except as provided in Section 4, no AO LTIP Unit shall vest after the Participant’s Service has terminated for any reason. Subject to Section 4 and subject to the Participant’s continued Service with the Company from the Effective Date through the Vesting Date, 100% of the number of AO LTIP Units set forth in the Award Certificate shall vest on the first anniversary of the Effective Date (the “Vesting Date” and such vested AO LTIP Units, “Vested AO LTIP Units”); provided that, if the date of the next annual meeting of shareholders of the Company following the Effective Date precedes the first anniversary of the Effective Date and the Participant is not nominated for re-election as a trustee at such annual meeting, then the Vesting Date shall be the date of such annual meeting. Any resulting fractional unit shall be rounded to the nearest whole unit and shall be rounded up or down as necessary as of the last Vesting Date; provided, in all cases, the Participant cannot vest in more than the number of AO LTIP Units set forth on the Award Certificate.
(f)Conversion and Term. Subject to earlier forfeiture, termination, acceleration, or cancellation of the AO LTIP Units as provided in the Partnership Agreement, Plan, or this Agreement, until the Expiration Date, Vested AO LTIP Units shall be convertible at the Participant’s election into a number of Vested LTIP Units, as determined in accordance with the Partnership Agreement, which in turn may convert into Common Partnership Units (as defined in the Partnership Agreement) and Common Shares as provided in the Partnership Agreement. Vested AO LTIP Units may be converted by the Participant by providing written notice to the Partnership or the Company at least one business day prior to the desired conversion date. Unless otherwise provided in an agreement between the Company and the Participant, upon the Expiration Date any AO LTIP Units that have not been converted into Vested LTIP Units shall terminate, be cancelled for no consideration, and be without further force or effect.
3.Distributions. AO LTIP Units are not entitled to distributions under the terms and provisions of the Partnership Agreement.
3
4.Special Vesting Provisions.
(a)General. Subject to Section 4(b), Section 4(c), Section 4(d), Section 4(e), Section 4(f), and Section 4(g), upon the termination of the Participant’s Service other than by reason of death, Disability, or Retirement, Involuntary Termination, or Termination for Cause, the Participant shall have the right at any time within 90 days after such termination but before the Expiration Date, to convert, in whole or in part, any Vested AO LTIP Unit held by such Participant into Vested LTIP Units in accordance with the terms of this Agreement and the Partnership Agreement. Any Vested AO LTIP Unit not converted during such post-termination conversion window shall be forfeited as of the end of such post-termination conversion window. Any Unvested AO LTIP Units held by the Participant shall be forfeited as of such termination of Service.
(b)Death. Notwithstanding Section 4(a), if the Participant dies while in Service, then any Unvested AO LTIP Units held by the Participant shall immediately become Vested AO LTIP Units as of such Participant’s death. The executors or administrators or legatees or distributees of the Participant’s estate shall have the right, at any time within one year after the date of the Participant’s death (but before the Expiration Date) to convert Vested AO LTIP Units (after taking into account the vesting acceleration pursuant to this Agreement) into Vested LTIP Units pursuant to the terms of this Agreement and the Partnership Agreement. Any Vested AO LTIP Unit not converted during such post-termination conversion window shall immediately be forfeited as of the end of such post-termination conversion window.
(c)Disability. Notwithstanding Section 4(a), if the Participant’s Service terminates by reason of the Participant’s Disability, then any Unvested AO LTIP Units shall immediately become Vested AO LTIP Units as of such Participant’s termination. The Participant shall have the right, at any time within one year after the date of such termination (but before the Expiration Date), to convert Vested AO LTIP Units (after taking into account the vesting acceleration pursuant to this Agreement) into Vested LTIP Units pursuant to the terms of this Agreement and the Partnership Agreement. Any Vested AO LTIP Unit not converted during such post-termination conversion window shall immediately be forfeited as of the end of such post-termination conversion window. For purposes of this Agreement, the Committee, in its sole discretion, may require that determination of the existence of a Disability be made by the Company’s insurance carrier or by an independent physician retained by the Company.
(d)Retirement. Notwithstanding Section 4(a), if the Participant’s Service terminates by reason of the Participant’s retirement from the Board pursuant to any mandatory retirement policy or at a time when the Participant (i) is at least age 55, (ii) has provided Services (as defined under the Plan) for a minimum of 10 years to the Company, PS Business Parks, Inc. (prior to July 20, 2022), and their Affiliates, and (iii) the sum of the Participant’s age and years of Service is at least 80 (“Retirement”), then upon such Retirement, all Unvested AO LTIP Units, if any, that have not previously vested shall immediately become Vested AO LTIP Units. The Participant shall have the right, at any time within one year after the date of such termination (but before the Expiration Date) to convert Vested AO LTIP Units (after taking into account the vesting
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acceleration pursuant to this Agreement) into Vested LTIP Units pursuant to the terms of this Agreement and the Partnership Agreement.
(e)Involuntary Termination. Notwithstanding Section 4(a), if the Participant’s Service is terminated by reason of the Participant’s Involuntary Termination, then any Unvested AO LTIP Units shall become Vested AO LTIP Units on the termination date. The Participant shall have the right, at any time within one year after the date of termination (but before the Expiration Date), to convert Vested AO LTIP Units (after taking into account the vesting acceleration pursuant to this Agreement) into Vested LTIP Units pursuant to the terms of this Agreement and the Partnership Agreement. Any Vested AO LTIP Unit not converted during such post-termination conversion window shall immediately be forfeited as of the end of such post-termination conversion window. For purposes of this Agreement, “Involuntary Termination” means the Participant’s termination of Service (i) due to the Board not nominating the Participant for re-election to the Board at any shareholders’ meeting at which trustees are elected, notwithstanding Participant’s willingness to serve, or (ii) due to the Participant’s resignation from the Board following the failure to receive the required majority vote for re-election at any such shareholders’ meeting in accordance with the Company’s policies. .
(f)Termination for Cause. Notwithstanding Section 4(a), if the Participant’s Service is terminated by the Company for Cause, then the Participant shall have the right at any time within 30 days after such termination (but before the Expiration Date), to convert, in whole or in part, any Vested Class OP LTIP held by such Participant at the date of such termination, to the extent such Vested Class OP LTIP was convertible as of such termination. Any portion of the Vested Class OP LTIP not exercised during such post-termination conversion window shall immediately terminate as of the end of such post-termination conversion window. Any Unvested AO LTIP Units held by the Participant shall be forfeited as of such termination of Service.
(g)Corporate Transactions. In the event of a Change of Control (as defined in the Plan), the Committee shall apply the acceleration, payment, and other principles set forth in Section 15.3 and Section 15.4 of the Plan with respect to Awards that are Options (each as defined in the Plan), as applicable and appropriate, in its sole judgment.
5.Miscellaneous.
(a)Administration. The Committee shall administer the Award. If the Committee determines at any time that an Unvested AO LTIP Unit cannot become a Vested AO LTIP Unit, the Committee shall have the authority to cause such Unvested AO LTIP Unit to be forfeited for no consideration and without liability to the Participant under the Award.
(b)Agreement Subject to Plan and Partnership Agreement; Amendment. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and the Partnership Agreement. The AO LTIP Units granted hereunder are subject to the Plan and the Partnership Agreement. The terms
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and provisions of the Plan and the Partnership Agreement, as the same may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Partnership Agreement, the applicable terms and provisions of the Plan or the Partnership Agreement as applicable, will govern and prevail. The terms of the Agreement and the Award Certificate may be amended from time to time by the Committee in its sole discretion in any manner that it deems appropriate; provided, that any such amendment that would materially and adversely affect any right of the Participant shall not to that extent be effective without the consent of the Participant.
(c)No Transferability; No Assignment. Except as set forth in the Partnership Agreement, the Participant shall not, without the consent of the Partnership (which the Partnership may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any AO LTIP Units.
(d)No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Award hereunder shall impose any obligation on the Company or any Affiliate to continue the Service of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the Service of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein or in any written employment agreement between the Participant and the Company (or any Affiliate).
(e)Limitation on Rights. The Participant shall be the record owner of the AO LTIP Units, and as record owner shall be entitled to all rights of a holder of AO LTIP Units under the Partnership Agreement.
(f)Legend. To the extent applicable, all book entries (or certificates, if any) representing the AO LTIP Units delivered to the Participant as contemplated by Section 2 above shall be subject to applicable law. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Section 5(c) hereof.
(g)Securities Laws; Cooperation. The Participant will make or enter into such written representations, warranties, and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. Participant further agrees to cooperate with the Company and the Partnership in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.
(h)Tax Withholding.
(i)Regardless of any action that the Company, the Partnership, the General Partner, the Partnership, or any of their Affiliates (collectively, the “Company Parties”) takes or fails to take with respect to any or all federal, state, or local income tax, employment tax, non-U.S. tax, or other tax-related items (“Tax Related Items”), the Participant acknowledges that the ultimate liability for
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all Tax Related Items associated with the Vested AO LTIP Units (and any distributions in respect thereof) is and remains the Participant’s responsibility and that each of the Company Parties: (A) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Vested AO LTIP Units, including, but not limited to, the grant, vesting, or conversion, any exchange pursuant to Section 8.6 of the Partnership Agreement, the subsequent sale of Common Shares and the receipt of any distributions in respect thereof; and (B) does not commit to structure the terms of the Award or any aspect of the Vested AO LTIP Units to reduce or eliminate the Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, the Participant acknowledges that the Partnership and/or Company may be required to withhold or account for Tax Related Items in more than one jurisdiction.
(ii)If applicable, prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Partnership and/or the Company, in its sole discretion, to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and the Partnership. In this regard, the Participant authorizes the Company and the Partnership, each in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant with respect to the AO LTIP Units by withholding cash or securities otherwise payable or issuable to the Participant, provided that the Company and/or the Partnership withholds only the amount necessary to satisfy the minimum statutory withholding amount using, in the case of securities, the Fair Market Value of the securities. Notwithstanding the foregoing, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Board or the Committee shall have full discretion to choose, or to allow a Participant to elect, to withhold amounts having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum required statutory withholding amount(s) in such Participant’s relevant tax jurisdictions). Participant shall pay to the Company and/or the Partnership any amount of Tax Related Items that the Company and/or the Partnership may be required to withhold that are not satisfied by the previously described method. The Company may refuse to deliver cash or securities to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.
(i)Compensation Recovery Policy. The property received under this Agreement shall be subject to being recovered under the Company’s Incentive Compensation Recoupment Policy, and any similar policy that the Company may adopt from time to time. For avoidance of doubt, compensation recovery rights to Vested AO LTIP Units under this Agreement shall extend to Vested LTIP Units that were received upon conversion of Vested AO LTIP Units, Common Partnership Units received upon the conversion of such LTIP Units, and any cash or Common Shares received upon redemption of such Common Partnership Units.
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(j)Section 409A Compliance. The Award and the AO LTIP Units under this Agreement are intended either to be exempt from, or to comply with, the requirements of Section 409A of the Code, so as to prevent the inclusion in gross income of any benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. The Agreement shall be administered and interpreted to the extent possible in a manner consistent with that intent. Notwithstanding anything to the contrary in this Agreement, if the Participant is a “specified employee” within the meaning of Section 409A, no payments in respect of any Award or AO LTIP Unit that is “deferred compensation” subject to Section 409A and that would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall be made to the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company and the Partnership shall not be liable to the Participant or any other person for any payment made under this plan that is determined to result in an additional tax, penalty, or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.
(k)Section 280G of the Code. If the accelerated vesting of the AO LTIP Units or the amounts payable under this Agreement, together with all other payments and the value of any benefit received or to be received by the Participant, would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), then the Participant’s payment shall be either (i) the full payment or (ii) such lesser amount that would result in no portion of the payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Company and/or the Partnership in compliance with all applicable legal authority, including Section 409A. All determinations required to be made under this Section shall be made by the nationally recognized accounting firm that is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to the Participant (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company, the Partnership, and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).
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(l)Governing Law. This Agreement shall be governed by the laws of the State of Maryland, except that if Participant’s principal place of employment is in California, then this Agreement will be governed by the laws of the State of California, in either case without giving effect to any choice or conflict of law provision or rule.
(m)Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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PUBLIC STORAGE OP, L.P.
AO LTIP UNIT AGREEMENT AWARD CERTIFICATE
AO LTIP UNIT AGREEMENT AWARD CERTIFICATE
1.Public Storage OP, L.P. (the “Partnership”), Public Storage, a Maryland real estate investment trust (together with its Subsidiaries and their successors, the “Company”), and the Participant who is signatory hereto, hereby agree to the terms of this Award Certificate and the Public Storage OP, L.P. AO LTIP Unit Agreement (the “Agreement”) to which it is attached. All capitalized terms used in this Award Certificate and not defined herein shall have the meanings assigned to them in the Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan (as amended from time to time, the “Plan”) or the Agreement.
2.Subject to the terms of this Award Certificate, the Agreement, and the Plan, the Partnership hereby grants to the Participant as of the Effective Date, the Award on the terms set forth below:
| Participant: | [ ] | ||||
| Effective Date: | [ ] | ||||
| Number of AO LTIP Units: | [ ] | ||||
| AO LTIP Unit Participation Threshold per AO LTIP Unit covered by this Award: | [ ] | ||||
3.The Award and any AO LTIP Units which may vest under the Award are subject to the terms and conditions set forth in this Award Certificate, the Plan, the Agreement and the Partnership’s partnership agreement (the “Partnership Agreement”). All terms and provisions of the Plan, the Agreement, and the Partnership Agreement, as the same may be amended from time to time, are incorporated and made part of this Award Certificate. If any provision of this Award Certificate is in conflict with the terms of the Plan, the Agreement, or the Partnership Agreement, then the terms of the Plan, the Agreement, or the Partnership Agreement, as applicable, shall govern. The Participant hereby expressly acknowledges receipt of a copy of the Plan, the Agreement, and the Partnership Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.
PUBLIC STORAGE | PARTICIPANT | ||||||||||||||||
| By: | |||||||||||||||||
| Name: | Name: | ||||||||||||||||
| Title: | |||||||||||||||||
PUBLIC STORAGE OP, L.P. By: PSOP GP, LLC, its general partner | |||||||||||||||||
| By: | |||||||||||||||||
| Name: | |||||||||||||||||
| Title: | |||||||||||||||||
[Signature page to AO LTIP Unit Agreement and Award Certificate]
Exhibit 10.3
PUBLIC STORAGE
2021 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN
2021 EQUITY AND PERFORMANCE-BASED INCENTIVE COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT (TRUSTEES)
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is made as of [Grant#Date] (the “Grant Date”), by and between Public Storage (the “Trust”) and [Participant#Name], a Trustee of the Trust or one of its Affiliates (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Trust’s 2021 Equity and Performance-Based Incentive Compensation Plan (as amended and/or restated from time to time, the “Plan”).
WHEREAS, the Board has duly adopted, and the shareholders of the Trust have duly approved, the Plan, which provides for the grant to Service Providers of options for the purchase of shares of the Trust’s common shares of beneficial interest, par value $0.10 per share (the “Stock”), which may be granted from time to time as the Committee so determines.
WHEREAS, the Trust has determined that it is desirable and in its best interests to grant to the Optionee, pursuant to the Plan, options to purchase a certain number of shares of Stock in order to provide the Optionee with further incentive to advance the interests of the Trust, all according to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto do hereby agree as follows:
1.GRANT OF OPTION.
Subject and pursuant to the terms of the Plan (which are incorporated by reference herein), the Trust hereby grants to the Optionee an option (the “Option”) to purchase from the Trust, on the terms and subject to the conditions hereinafter set forth, [No#of#Options#Granted] shares of Stock. This Option shall not constitute an incentive stock option within the meaning of Section 422 of the Code.
2.OPTION PRICE.
The per share purchase price (the “Option Price”) of the shares of Stock subject to the Option evidenced by this Option Agreement shall be [Option#Price] (which is equal to the Fair Market Value on the Grant Date).
3.VESTING AND EXERCISE OF OPTION.
Except as otherwise provided herein, the Option granted pursuant to this Option Agreement shall be subject to vesting and exercise conditions, as follows:
3.1 Vesting and Time of Exercise of Option.
The Option is exercisable only before it expires and then only with respect to the vested portion of the Option. Subject to the Optionee’s continued Service from the Grant Date through
the Vesting Date, rights to 100% of the number of shares of Stock covered by the Option shall vest on the first anniversary of the Grant Date (the “Vesting Date”); provided that, if the date of the next annual meeting of shareholders of the Trust following the Grant Date precedes the first anniversary of the Grant Date and the Optionee is not nominated for re-election as a trustee at such annual meeting, then the Vesting Date shall be the date of such annual meeting. Any resulting fractional shares shall be rounded to the nearest whole share and shall be rounded up or down as necessary as of the last applicable Vesting Date; provided, in all cases, the Optionee cannot vest in more than the number of shares of Stock covered by the Option subject to this Option Agreement. To the extent not exercised, the vested portions of the Option shall accumulate and be exercisable, in whole or in part, at any time and from time to time, after becoming vested and exercisable and prior to the termination of the Option; provided, that no single exercise of the Option shall be for less than 100 shares, unless the number of shares purchased is the total number at the time available for purchase under the Option.
3.2 Exercise by Optionee and Compliance with Trading Blackout Periods and Company Securities Trading Policy.
During the lifetime of the Optionee, only the Optionee (or, in the event of the Optionee’s legal incapacity or incompetency, the Optionee’s guardian or legal representative) or a person or entity to whom the Optionee has transferred the Option in accordance with Section 5 hereof may exercise the Option. The Optionee agrees to comply with any trading blackout periods and securities trading policies implemented by the Trust.
3.3 Term of Option.
Notwithstanding anything to the contrary, the Option will expire in any event at the close of business at Trust headquarters on the day before the 10th anniversary of the Grant Date, subject to earlier termination in accordance with this Option Agreement or the terms of the Plan as determined by the Committee.
3.4 Limitations on Exercise of Option.
In no event may the Option be exercised, in whole or in part, after expiration of the term of the Option, or after the occurrence of an event that results in termination of the Option. In no event may the Option be exercised for a fractional share of Stock.
3.5 Termination of Service.
Subject to Sections 3.6, 3.7, 3.8, and 3.9 hereof, upon the termination of the Optionee’s Service other than on account of death, Disability, Retirement (as defined below), or Involuntary Termination (as defined below), the Optionee shall have the right at any time within 90 days after such termination (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise, in whole or in part, any portion of the Option held by the Optionee at the date of such termination, to the extent such portion of the Option was exercisable immediately prior to such termination. Any unvested portion of the Option on the date of such termination of Service shall immediately terminate as of such termination, and any vested portion of the Option not exercised during such post-termination exercise window shall immediately terminate as of the end of such post-termination exercise window.
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3.6 Rights in the Event of Death.
If the Optionee dies while in Service, then (a) all Options granted to the Optionee pursuant to this Option Agreement that have not previously vested shall immediately become vested as of the Optionee’s death, and (b) the executors or administrators or legatees or distributees of the Optionee’s estate shall have the right, at any time within one year after the date of the Optionee’s death (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the vested portion of the Option (after taking into account the vesting acceleration pursuant to this Option Agreement). Any vested portion of the Option not exercised during such post-termination exercise window shall immediately terminate as of the end of such post-termination exercise window.
3.7 Rights in the Event of Disability.
If the Optionee’s Service terminates by reason of the Optionee’s Disability, then (a) all Options granted to the Optionee pursuant to this Option Agreement that have not previously vested shall immediately become vested as of the Optionee’s termination, and (b) the Optionee shall have the right, at any time within one year after the date of such termination (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the vested portion of the Option (after taking into account the vesting acceleration pursuant to this Option Agreement). Any vested portion of the Option not exercised during such post-termination exercise window shall immediately terminate as of the end of such post-termination exercise window.
3.8 Rights in the Event of Retirement.
If the Optionee’s Service terminates by reason of the Optionee’s retirement from the Board pursuant to any mandatory retirement policy or at a time when the Optionee (a) is at least age 55, (b) has provided Services (as defined under the Plan) for a minimum of 10 years to the Trust, PS Business Parks, Inc., or their respective subsidiaries or affiliates, and (c) the sum of the Optionee’s age and years of Service is at least 80 (“Retirement”), then the Option will become 100% vested upon such Retirement and the Optionee shall have the right, at any time within one year after the date of the Optionee’s Retirement (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the vested portion of the Option (after taking into account the vesting acceleration pursuant to this Option Agreement).
3.9 Involuntary Termination.
If the Optionee’s Service is terminated by reason of the Optionee’s Involuntary Termination, then all Options granted to the Optionee pursuant to this Option Agreement that have not previously vested shall immediately become vested as of the date of the Involuntary Termination and the Optionee shall have the right, at any time within one year after the later of the date of such termination (but before the Option terminates pursuant to Sections 3.3 and 3.4 above), to exercise the vested portion of the Option. Any vested portion of the Option not exercised during such post-termination exercise window shall immediately terminate as of the end of such post-termination exercise window. For purposes of this Agreement, “Involuntary Termination” means the Optionee’s termination of Service (a) due to the Board not nominating the Optionee for re-election to the Board at any shareholders’ meeting at which trustees are
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elected, notwithstanding Optionee’s willingness to serve, or (b) due to the Optionee’s resignation from the Board following the failure to receive the required majority vote for re-election at any such shareholders’ meeting in accordance with the Company’s policies.
3.10 Reduction in Number of Shares Subject to Option.
The number of shares of Stock that may be purchased upon exercise of the Option pursuant to this Section 3 shall be reduced by the number of shares previously purchased upon exercise of the Option pursuant to this Section 3.
4.METHOD OF EXERCISE OF OPTION.
The Option may be exercised to the extent that it has become vested and exercisable hereunder by delivery to the Trust on any business day, at its principal office addressed to the attention of the Committee, of written notice of exercise, which notice shall specify the number of shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised. Payment of the Option Price for the shares of Stock purchased pursuant to the exercise of the Option shall be made (a) in cash or by check payable to the order of the Trust; (b) through the tender to the Trust of shares of Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise; (c) by a combination of the methods described in (a) and (b); or (d) with the consent of the Trust, by withholding the number of shares of Stock that would otherwise vest or be issuable in an amount equal in value to the Option Price. Payment in full of the Option Price need not accompany the written notice of exercise provided the notice directs that the shares of Stock for which the Option is exercised be delivered to a specified licensed broker applicable to the Trust as the agent for the Optionee and, at the time such shares of Stock are delivered, the broker tenders to the Trust cash (or cash equivalents acceptable to the Trust) equal to the Option Price plus the amount, if any, of federal and/or other taxes that the Trust may, in its judgment, be required to withhold with respect to the exercise of the Option. An attempt to exercise the Option granted other than as set forth above shall be invalid and of no force or effect. Promptly after the exercise of the Option and the payment in full of the Option Price of the shares of Stock covered thereby, the Optionee shall be entitled to the issuance of a Stock certificate or certificates evidencing the Optionee’s ownership of such shares.
5.LIMITATIONS ON TRANSFER.
The Option is not transferable by the Optionee, other than by will or the laws of descent and distribution in the event of death of the Optionee, and except that the Optionee may transfer, not for value, the Option in whole or in part to Family Members of the Optionee, provided that the transferee, in connection with the transfer, agrees in writing to be bound by all of the terms of this Option Agreement and the Plan and further agrees not to transfer the Option other than by will or the laws of descent and distribution in the event of the death of the transferee. Following any transfer permitted by this Section 5, the transferee shall have all of the rights of the Optionee hereunder, and the Option shall be exercisable by the transferee only to the extent that the Option would have been exercisable by the Optionee had the Option not been transferred. The Option
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shall not be pledged or hypothecated (by operation of law or otherwise) or subject to execution, attachment or similar processes.
6.RIGHTS AS SHAREHOLDER.
Neither the Optionee, nor any executor, administrator, distribute, or legatee of the Optionee’s estate, nor any transferee hereof shall be, or have any of the rights or privileges of, a shareholder of the Trust in respect of any shares of Stock issuable hereunder unless and until such shares have been fully paid and certificates representing such shares have been endorsed, transferred and delivered, and the name of the Optionee (or of such personal representative, administrator, distribute, or legatee of the Optionee’s estate, or of such transferee) has been entered as the shareholder of record on the books of the Trust.
7.DISCLAIMER OF RIGHTS.
No provision in this Option Agreement shall be construed to confer upon the Optionee the right to continue in Service, or to interfere in any way with the right and authority of the Trust or any Affiliate either to increase or decrease the compensation of the Optionee at any time, or to terminate the Optionee’s Service.
8.DATA PRIVACY.
To administer the Plan, the Trust and its Affiliates may process personal data about the Optionee. Such data includes, but is not limited to, the information provided in this Option Agreement and any changes thereto, other appropriate personal and financial data about the Optionee, such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Trust to facilitate the administration of the Plan. By accepting this grant, the Optionee hereby gives express consent to the Trust and its Affiliates to process any such personal data. Optionee also gives express consent to the Trust to transfer any such personal data outside the country in which Optionee works, including, with respect to non-U.S. resident Optionees, to the United States, to transferees who will include the Trust and other persons who are designated by the Trust to administer the Plan.
9.CONSENT TO ELECTRONIC DELIVERY OF MATERIALS.
The Trust may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, the Optionee agrees that the Trust may deliver the Plan prospectus and any annual reports to the Optionee in an electronic format. If at any time the Optionee would prefer to receive paper copies of these documents, as the Optionee is entitled to, the Trust would be pleased to provide copies. The Optionee may contact the Trust’s Legal Department to request paper copies of these documents.
10.WITHHOLDING TAXES.
Upon the request of the Trust, the Optionee shall promptly pay to the Trust, or make arrangements satisfactory to the Trust regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld as a result of the Optionee’s exercise of the Option. The Trust and its Affiliates shall have the right to deduct from payments of any kind otherwise due to
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the Optionee any such taxes. The Optionee shall make any such payments in cash or cash equivalents or, subject to the prior approval of the Committee, which may be withheld in the Committee’s sole discretion, the Optionee may elect to satisfy the withholding obligation, in whole or in part, (a) by causing the Trust to withhold shares of Stock otherwise issuable to the Optionee pursuant to the Option, or (b) by delivering to the Trust shares of Stock already owned by the Optionee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by applicable law; provided, however, that as long as Accounting Standards Update 2016-09 or a similar rule is otherwise in effect, the Committee has full discretion to choose, or to allow the Optionee to elect, to withhold a number of shares of Stock having a Fair Market Value that is greater than the applicable minimum statutory amount (but such withholding may in no event be in excess of the maximum statutory withholding amount(s) in the Optionee’s relevant tax jurisdictions). The Optionee may deliver or have withheld only shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
11.INTERPRETATION OF THIS OPTION AGREEMENT.
All decisions and interpretations made by the Committee with regard to any question arising under the Plan or this Option Agreement shall be binding and conclusive on the Trust and the Optionee and any other person entitled to exercise the Option as provided for herein. In the event that there is any inconsistency between the provisions of this Option Agreement and of the Plan, the provisions of the Plan shall govern.
12.GOVERNING LAW.
This Option Agreement is executed pursuant to and shall be governed by the laws of the State of Maryland (but not including the choice of law rules thereof).
13.BINDING EFFECT.
Subject to all restrictions provided for in this Option Agreement and by applicable law relating to assignment and transfer of this Option Agreement and the Option provided for herein, this Option Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, transferees, and assigns.
14.NOTICE.
Any notice hereunder by the Optionee to the Trust shall be in writing and shall be deemed duly given if mailed or delivered to the Trust at its principal office, addressed to the attention of the Corporate Secretary, or if so mailed or delivered to such other address as the Trust may hereafter designate by notice to the Optionee. Any notice hereunder by the Trust to the Optionee shall be in writing and shall be deemed duly given if mailed or delivered to the Optionee at the address specified below by the Optionee for such purpose, or if so mailed or delivered to such other address as the Optionee may hereafter designate by written notice given to the Trust.
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15.CLAWBACK.
The Option shall be subject to mandatory repayment by the Optionee to the Trust to the extent the Optionee is, or in the future becomes, subject to (a) the Trust’s Incentive Compensation Recoupment Policy or similar successor policy, or (b) any applicable laws that impose mandatory recoupment, under circumstances set forth in such applicable laws.
16.ENTIRE AGREEMENT.
This Option Agreement and the Plan constitute the entire agreement regarding this grant and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. Neither this Option Agreement nor any term hereof may be amended, waived, discharged, or terminated, except by a written instrument signed by the Trust and the Optionee; provided, however, that the Trust unilaterally may amend, waive, discharge, or terminate any provision hereof to the extent that such amendment, waiver, discharge, or termination does not adversely affect the interests of the Optionee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Option Agreement, or caused this Option Agreement to be duly executed on their behalf, as of the Grant Date.
OPTIONEE | PUBLIC STORAGE | ||||||||||||||||
By: | |||||||||||||||||
| Name: | Name: | ||||||||||||||||
| Title: | |||||||||||||||||
Address and Notice to Optionee: | |||||||||||||||||
| Number Street | |||||||||||||||||
| City State Zip Code | |||||||||||||||||
Signature Page to the Non-qualified Stock Option Agreement
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Exhibit 31.1
RULE 13A – 14(a) CERTIFICATION
I, Joseph D. Russell, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Public Storage;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| /s/ Joseph D. Russell, Jr. | |||||
| Name: | Joseph D. Russell, Jr. | ||||
| Title: | President and Chief Executive Officer | ||||
| Date: | July 30, 2024 | ||||
Exhibit 31.2
RULE 13A – 14(a) CERTIFICATION
I, H. Thomas Boyle, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Public Storage;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/s/ H. Thomas Boyle | |||||
| Name: | H. Thomas Boyle | ||||
| Title: | Senior Vice President, Chief Financial and Investment Officer | ||||
| Date: | July 30, 2024 | ||||
Exhibit 32
SECTION 1350 CERTIFICATION
In connection with the Quarterly Report on Form 10-Q of Public Storage (the “Company”) for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the “Report”), Joseph D. Russell, Jr., as Chief Executive Officer and President of the Company and H. Thomas Boyle, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), that:
(1)The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Joseph D. Russell, Jr. | |||||
| Name: | Joseph D. Russell, Jr. | ||||
| Title: | President and Chief Executive Officer | ||||
| Date: | July 30, 2024 | ||||
/s/ H. Thomas Boyle | |||||
| Name: | H. Thomas Boyle | ||||
| Title: | Senior Vice President, Chief Financial and Investment Officer | ||||
| Date: | July 30, 2024 | ||||
This certification accompanies the Report pursuant to §906 of Sarbanes-Oxley and shall not, except to the extent required by Sarbanes-Oxley, be deemed filed by the Company for purposes of §18 of the Exchange Act.
A signed original of this written statement required by §906 of Sarbanes-Oxley has been provided to the Company, and will be retained and furnished to the SEC or its staff upon request.