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

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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. Such forward-looking statements include statements relating to our 2022 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, 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. All statements in this document, other than statements of historical fact, are forward-looking statements that 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. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2022 and in our other filings with the SEC including. These include changes in demand for our facilities, 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 the COVID-19 pandemic, 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 inflation, unfavorable foreign currency rate fluctuations, changes in federal or state tax laws related to the taxation of REITs, and 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, 2022, 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, 2021.

Overview

Our self-storage operations generate most of our net income and our earnings growth is impacted by the levels of growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below). Accordingly, a significant portion of management’s time is devoted to maximizing cash flows from our existing self-storage facility portfolio.

During the three and six months ended June 30, 2022, revenues generated by our Same Store Facilities increased by 15.9% ($108.4 million) and 15.9% ($210.5 million), respectively, as compared to the same periods in 2021, while Same Store cost of operations increased by 7.6% ($12.7 million) and 5.5% ($19.2 million), respectively. Demand and operating trends remained strong, leading to increases in our self-storage rental rates while maintaining high levels of occupancy.

In addition to managing our existing facilities for organic growth, 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 2020, we acquired a total of 314 facilities with 28.4 million net rentable square feet for $6.2 billion. In our non-same store portfolio, we also have developed and expanded self-storage facilities of 16.9 million net rentable square feet for a total cost of $1.4 billion. During the three and six months ended June 30, 2022, net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 121.5% ($59.9 million) and 165.1% ($127.8 million), respectively, as compared to the same periods in 2021.

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 may continue 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 allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.

Our strong financial profile continues to enable effective access to capital markets in order to support our growth. During the six months ended June 30, 2022, we raised $250 million in a public offering of our preferred shares.

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, (ii) enhance the energy efficiency of our properties, and (iii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We expect to complete the program by the end of 2025. We expect to spend approximately $180 million over 2022 on this effort.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone agreed to acquire all outstanding shares of PSB's common stock for $187.50 per share in cash. On July 20, 2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration of $187.50 per share or unit and a $0.22 prorated quarterly cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a $2.1 billion gain on the sale of our equity investment in PSB in the Consolidated Statement of Income for the third quarter of 2022.

In connection with the sale of our equity investment in PSB, on July 22, 2022, our Board of Trustees declared a special cash dividend of $13.15 per common share. The special dividend is payable on August 4, 2022 to shareholders of record as of August 1, 2022.

Results of Operations

Operating Results for the Three Months Ended June 30, 2022 and 2021

For the three months ended June 30, 2022, net income allocable to our common shareholders was $603.4 million or $3.42 per diluted common share, compared to $346.2 million or $1.97 per diluted common share in 2021, representing an increase of $257.2 million or $1.45 per diluted common share. The increase is due primarily to (i) a $160.9 million increase in self-storage net operating income, (ii) a $114.4 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable, (iii) a $21.1 million increase in our equity share of gains on sale of real estate recorded by our unconsolidated real estate entities, and (iv) a $17.0 million decrease in allocations to preferred shareholders with respect to redemption of preferred shares, partially offset by (v) a $46.0 million increase in depreciation and amortization expense and (vi) a $10.9 million increase in interest expense.

The $160.9 million increase in self-storage net operating income in the three months ended June 30, 2022 as compared to the same period in 2021 is a result of a $95.7 million increase attributable to our Same Store Facilities and a $65.2 million increase attributable to our non-same store facilities. Revenues for the Same Store Facilities increased 15.9% or $108.4 million in the three months ended June 30, 2022 as compared to 2021, due primarily to higher realized annual rent per available square foot. Cost of operations for the Same Store Facilities increased by 7.6% or $12.7 million in the three months ended June 30, 2022 as compared to 2021, due primarily to increased property tax expense, on-site property manager payroll expense, marketing expense, other direct property costs, and centralized management costs. The increase in net operating income of $65.2 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021 and the fill-up of recently developed and expanded facilities.

Operating Results for the Six Months Ended June 30, 2022 and 2021

For the six months ended June 30, 2022, net income allocable to our common shareholders was $1,067.5 million or $6.05 per diluted common share, compared to $732.1 million or $4.18 per diluted common share in 2021, representing an increase of $335.4 million or $1.87 per diluted common share. The increase is due primarily to (i) a $328.2 million increase in self-storage net operating income, (ii) a $104.4 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable, (iii) a $44.7 million increase in our equity share of gains on sale of real estate recorded by our unconsolidated real estate entities, and (iv) a $17.0 million decrease in allocations to preferred shareholders with respect to redemption of preferred shares, partially offset by (v) a $121.2 million increase in depreciation and amortization expense and (vi) a $28.8 million increase in interest expense.

The $328.2 million increase in self-storage net operating income in the six months ended June 30, 2022 as compared to the same period in 2021 is a result of a $191.3 million increase attributable to our Same Store Facilities and a $136.9 million increase attributable to our non-same store facilities. Revenues for the Same Store Facilities increased 15.9% or $210.5 million in the six months ended June 30, 2022 as compared to 2021, due primarily to higher realized annual rent per available square foot. Cost of operations for the Same Store Facilities increased by 5.5% or $19.2 million in the six months ended June 30, 2022 as compared to 2021, due primarily to increased property tax expense, on-site property manager payroll expense, other direct property costs, and centralized management costs. The increase in net operating income of $136.9 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021 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 the National Association of Real Estate Investment Trusts and are considered helpful measures of REIT performance by REITs and many REIT analysts. FFO represents net income before 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, 2022, FFO was $4.58 per diluted common share as compared to $2.99 per diluted common share for the same period in 2021, representing an increase of 53.2%, or $1.59 per diluted common share.

For the six months ended June 30, 2022, FFO was $8.41 per diluted common share as compared to $6.07 per diluted common share for the same period in 2021, representing an increase of 38.6%, or $2.34 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, unrealized gain on private equity investments and our equity share of merger transaction costs, severance of a senior executive, and casualties from our equity investees. 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.

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,
20222021Percentage Change20222021Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders$603,381$346,24974.3%$1,067,505$732,05945.8%
Eliminate items excluded from FFO:
Depreciation and amortization217,373171,738438,168317,607
Depreciation from unconsolidated real estate investments17,56617,34334,38635,276
Depreciation allocated to noncontrolling interests and restricted share unitholders(1,533)(1,124)(3,190)(2,095)
Gains on sale of real estate investments, including our equity share from investments(29,306)(9,197)(53,184)(18,584)
FFO allocable to common shares$807,481$525,00953.8%$1,483,685$1,064,26339.4%
Eliminate the impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(101,723)12,707(137,100)(32,678)
Preferred share redemption charge—16,989—16,989
Other items(1,781)(2,194)766(2,543)
Core FFO allocable to common shares$703,977$552,51127.4%$1,347,351$1,046,03128.8%
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted Earnings per share$3.42$1.9773.6%$6.05$4.1844.7%
Eliminate amounts per share excluded from FFO:
Depreciation and amortization1.321.072.662.00
Gains on sale of real estate investments, including our equity share from investments(0.16)(0.05)(0.30)(0.11)
FFO per share$4.58$2.9953.2%$8.41$6.0738.6%
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(0.58)0.07(0.78)(0.19)
Preferred share redemption charge—0.10—0.10
Other items(0.01)(0.01)0.01(0.01)
Core FFO per share$3.99$3.1526.7%$7.64$5.9728.0%
Diluted weighted average common shares176,312175,547176,325175,194

Analysis of Net Income - Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,282 facilities that we have owned and operated on a stabilized basis since January 1, 2020 (the “Same Store Facilities”), (ii) 314 facilities we acquired since January 1, 2020 (the “Acquired Facilities”), (iii) 145 facilities that have been newly developed or expanded, or that will commence expansion by December 31, 2022 (the “Newly Developed and Expanded Facilities”), and (iv) 66 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2020 (the “Other Non-same Store Facilities”). See Note 13 to our June 30, 2022 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

Self-Storage Operations
SummaryThree Months Ended June 30,Six Months Ended June 30,
20222021Percentage Change20222021Percentage Change
(Dollar amounts and square footage in thousands)
Revenues:
Same Store Facilities$788,938$680,54215.9%$1,538,208$1,327,74215.9%
Acquired Facilities95,49832,372195.0%181,86943,495318.1%
Newly Developed and Expanded Facilities65,89946,21442.6%125,97587,69143.7%
Other Non-Same Store Facilities22,95117,86528.5%44,24934,41228.6%
973,286776,99325.3%1,890,3011,493,34026.6%
Cost of operations:
Same Store Facilities180,331167,6537.6%368,260349,0725.5%
Acquired Facilities32,86011,961174.7%63,89119,138233.8%
Newly Developed and Expanded Facilities19,30417,30011.6%38,72134,63511.8%
Other Non-Same Store Facilities5,4945,681(3.3)%12,61111,8556.4%
237,989202,59517.5%483,483414,70016.6%
Net operating income (a):
Same Store Facilities608,607512,88918.7%1,169,948978,67019.5%
Acquired Facilities62,63820,411206.9%117,97824,357384.4%
Newly Developed and Expanded Facilities46,59528,91461.2%87,25453,05664.5%
Other Non-Same Store Facilities17,45712,18443.3%31,63822,55740.3%
Total net operating income735,297574,39828.0%1,406,8181,078,64030.4%
Depreciation and amortization expense:
Same Store Facilities(116,780)(111,481)4.8%(230,031)(222,143)3.6%
Acquired Facilities(76,255)(38,591)97.6%(160,720)(50,064)221.0%
Newly Developed and Expanded Facilities(14,781)(13,243)11.6%(29,409)(28,512)3.1%
Other Non-Same Store Facilities(10,892)(9,413)15.7%(20,676)(18,868)9.6%
Total depreciation and amortization expense(218,708)(172,728)26.6%(440,836)(319,587)37.9%
Net income (loss):
Same Store Facilities491,827401,40822.5%939,917756,52724.2%
Acquired Facilities(13,617)(18,180)(25.1)%(42,742)(25,707)66.3%
Newly Developed and Expanded Facilities31,81415,671103.0%57,84524,544135.7%
Other Non-Same Store Facilities6,5652,771136.9%10,9623,689197.2%
Total net income$516,589$401,67028.6%$965,982$759,05327.3%
Number of facilities at period end:
Same Store Facilities2,2822,282—
Acquired Facilities31416195.0%
Newly Developed and Expanded Facilities1451403.6%
Other Non-Same Store Facilities6666—
2,8072,6496.0%
Net rentable square footage at period end:
Same Store Facilities149,476149,476—
Acquired Facilities28,40013,223114.8%
Newly Developed and Expanded Facilities16,89815,5318.8%
Other Non-Same Store Facilities5,3095,2800.5%
200,083183,5109.0%

(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 in 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, 2022 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, 2020. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2020, 2021, and 2022 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store 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 of these 2,282 facilities (149.5 million net rentable square feet) that represent approximately 75% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at June 30, 2022. 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.

Selected Operating Data for the Same Store Facilities (2,282 facilities)

Three Months Ended June 30,Six Months Ended June 30,
20222021Percentage Change20222021Percentage Change
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$765,081$661,34515.7%$1,490,514$1,288,49715.7%
Late charges and administrative fees23,85719,19724.3%47,69439,24521.5%
Total revenues788,938680,54215.9%1,538,2081,327,74215.9%
Direct cost of operations (a):
Property taxes71,22767,4845.5%141,231134,2665.2%
On-site property manager payroll29,53125,65015.1%60,23154,39410.7%
Repairs and maintenance13,25513,1071.1%28,74526,12810.0%
Utilities10,1439,3798.1%21,58920,1757.0%
Marketing8,6486,86326.0%19,88821,473(7.4)%
Other direct property costs20,25318,31110.6%40,31936,6759.9%
Total direct cost of operations153,057140,7948.7%312,003293,1116.4%
Direct net operating income (b)635,881539,74817.8%1,226,2051,034,63118.5%
Indirect cost of operations (a):
Supervisory payroll(8,739)(9,214)(5.2)%(18,306)(19,544)(6.3)%
Centralized management costs(14,767)(13,091)12.8%(30,324)(26,328)15.2%
Share-based compensation(3,768)(4,554)(17.3)%(7,627)(10,089)(24.4)%
Net operating income608,607512,88918.7%1,169,948978,67019.5%
Depreciation and amortization expense(116,780)(111,481)4.8%(230,031)(222,143)3.6%
Net income$491,827$401,40822.5%$939,917$756,52724.2%
Gross margin (before indirect costs, depreciation and amortization expense)80.6%79.3%1.6%79.7%77.9%2.3%
Gross margin (before depreciation and amortization expense)77.1%75.4%2.3%76.1%73.7%3.3%
Weighted average for the period:
Square foot occupancy95.8%97.0%(1.2)%95.7%96.3%(0.6)%
Realized annual rental income per (c):
Occupied square foot$21.37$18.2317.2%$20.83$17.8916.4%
Available square foot$20.47$17.6915.7%$19.94$17.2315.7%
At June 30:
Square foot occupancy94.8%96.5%(1.8)%
Annual contract rent per occupied square foot (d)$21.92$18.6717.4%

(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.

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 the customer’s in-place rent and prevailing market rents, among other factors.

Revenues generated by our Same Store Facilities increased 15.9% in each of the three and six months ended June 30, 2022, as compared to the same periods in 2021, due primarily to a 17.2% and 16.4% increase in realized annual rent per occupied square foot for the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021.

Our growth in revenues, realized annual rent per occupied square foot, and REVPAF for the three and six months ended June 30, 2022 as compared to the same periods in 2021 was evident in each of our markets. Our weighted average square foot occupancy remained strong across our markets for the three and six months ended June 30, 2022.

The increase of realized annual rent per occupied square foot in the three and six months ended June 30, 2022 as compared to the same periods in 2021 was due to rate increases to existing long-term tenants in substantially all of our markets in 2022 as compared to curtailed increases in certain markets in 2021, combined with a 12.3% and 14.0% increase in average rates per square foot charged to new tenants moving in during the three and six months ended June 30, 2022 as compared to the same periods in 2021, as a result of strong customer demand across all markets. At June 30, 2022, annual contract rent per occupied square foot was 17.4% higher as compared to June 30, 2021.

We experienced high occupancy levels throughout the first six months of 2022, although our average square foot occupancy levels decreased 1.2% and 0.6% on a year over year basis during the three and six months ended June 30, 2022, respectively. Year over year move-out volumes increased 9.4% and 7.2% and year over year move-in volumes increased 2.7% and decreased 1.2% in the three and six months ended June 30, 2022, respectively, leading to a lower square foot occupancy at June 30, 2022 of 94.8% as compared to 96.5% at June 30, 2021. In addition, during the quarter ended June 30, 2022, move-out volumes exceeded move-in volumes resulting in lower occupancy at June 30, 2022 compared to March 31, 2022.

Move-out volumes were partially impacted by rental rates increases to our existing tenants in the three and six months ended June 30, 2022 as compared to the same periods in 2021. However, move-out activity from tenants not receiving increases was also higher in 2022 compared to the same periods in 2021 but remains below pre-2020 levels. Average length of stay of our tenants increased in the three and six months ended June 30, 2022 as compared to the same

periods in 2021, which supports our revenue growth by contributing to the number of tenants eligible for rental rate increases.

In order to attract more new tenants to replace those that vacated in the quarter ended June 30, 2022, we took a number of actions including increasing promotional discounting, moderating the year over year growth of rental rates to new customers and increasing marketing expense.

Demand historically has been higher in the summer months than in the winter months and, as a result, rental rates charged to new tenants have typically been higher in the summer months than in the winter months. Demand fluctuates due to various local and regional factors, including the overall economy. Demand into our system is also impacted by new supply of self-storage space as well as alternatives to self-storage.

We expect continued revenue growth for the remainder of 2022 supported by consistently high customer demand and a stable tenant base leading to increasing realized annual rent per occupied square foot while maintaining a high level of occupancy.

Late Charges and Administrative Fees

Late charges and administrative fees increased 24.3% and 21.5% for the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021, due to (i) higher late charges collected on delinquent accounts driven by more delinquent accounts compared to the same periods in 2021 and to a lesser extent (ii) higher administrative fees charged per move-in.

Selected Key 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, 2022 and 2021. It 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,
20222021Change20222021Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$19.56$17.4112.3%$18.37$16.1214.0%
Square footage23,91623,2882.7%47,28347,850(1.2)%
Contract rents gained from move-ins$116,949$101,36115.4%$434,294$385,67112.6%
Promotional discounts given$9,665$7,73525.0%$19,004$24,312(21.8)%
Tenants moving out during the period:
Average annual contract rent per square foot$20.29$16.9219.9%$19.84$16.5719.7%
Square footage24,32422,2369.4%47,25344,0857.2%
Contract rents lost from move-outs$123,383$94,05831.2%$468,750$365,24428.3%

Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 7.6% and 5.5% in the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. The increase during the three-month period is due primarily to increased property tax expense, on-site property manager payroll expense, marketing expense, other direct property costs and centralized management costs, while the increase during the six-month period is due primarily to increased property tax expense, on-site property manager payroll expense, other direct property costs and centralized management costs.

Property tax expense increased 5.5% and 5.2% in the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021, as a result of higher recently assessed values.

On-site property manager payroll expense increased 15.1% and 10.7% in the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. The increase is primarily due to wage increases effective in late 2021 in response to competitive labor conditions experienced in most geographical markets, partially offset by a year-over-year decline in hours worked due to staffing reductions from revisions to other operational processes. We expect on-site property manager payroll expense to increase, to a lesser extent, in the remainder of 2022 as compared to 2021 due in part to continued competitive labor conditions.

Marketing expense includes Internet 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 26.0% in the three months ended June 30, 2022 as compared to the same period in 2021 by a utilizing higher volume of online paid search programs to attract new tenants. Combined with the first quarter of 2022, marketing expense decreased by 7.4% on a year over year basis in the six months ended June 30, 2022.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property insurance, telephone and data communication lines, business license costs, bank charges related to processing the facilities’ cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office. These costs increased 10.6% and 9.9% in the three and six months ended June 30, 2022, respectively, as compared to 2021. The increase was due primarily to an increase in credit card fees as result of a long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with lower transaction costs.

Centralized management costs represents administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, facilities management, customer service, pricing and marketing, operational accounting and finance, and legal costs. Centralized management costs increased 12.8% and 15.2% in the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021. The increase was due primarily to an increase in technology and data team costs that support property operations. We expect increases in centralized management costs in the remainder of 2022 due to continued investment in our technology and data platforms that support our property operations.

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, 2022Three Months Ended June 30,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20222021Change20222021Change20222021Change
Los Angeles21215.3$31.88$26.9718.2%97.2%98.3%(1.1)%$30.98$26.5216.8%
San Francisco1287.831.2227.7412.5%95.8%97.7%(1.9)%29.9127.1110.3%
New York906.429.9926.9111.4%95.3%96.9%(1.7)%28.5926.089.6%
Miami835.827.5421.6627.1%96.6%97.4%(0.8)%26.6021.0926.1%
Seattle-Tacoma865.724.7521.5414.9%95.3%96.3%(1.0)%23.5920.7413.7%
Washington DC905.525.0922.1613.2%94.3%96.4%(2.2)%23.6721.3610.8%
Dallas-Ft. Worth1067.017.0214.3318.8%95.6%96.8%(1.2)%16.2613.8817.1%
Atlanta1016.617.1014.0222.0%95.2%96.8%(1.7)%16.2713.5719.9%
Chicago1298.118.8816.1516.9%95.3%96.8%(1.5)%17.9815.6415.0%
Houston956.815.5813.2417.7%94.5%95.1%(0.6)%14.7212.5916.9%
Orlando-Daytona704.517.4714.3921.4%96.8%97.0%(0.2)%16.9113.9521.2%
Philadelphia563.520.6018.0614.1%95.8%97.8%(2.0)%19.7217.6611.7%
West Palm Beach372.625.0320.5921.6%96.6%97.2%(0.6)%24.1920.0220.8%
Tampa513.418.5315.0223.4%95.5%96.5%(1.0)%17.7014.5022.1%
Charlotte503.814.7212.0821.9%95.8%96.3%(0.5)%14.1011.6321.2%
All other markets89856.717.6815.1316.9%95.8%97.0%(1.2)%16.9414.6715.5%
Totals2,282149.5$21.37$18.2317.2%95.8%97.0%(1.2)%$20.47$17.6915.7%

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)
20222021Change20222021Change20222021Change20222021Change
Los Angeles$120,804$103,24417.0%$15,214$13,76710.5%$2,733$2,6184.4%$102,857$86,85918.4%
San Francisco59,56453,84510.6%8,3647,8476.6%1,7241,6047.5%49,47644,39411.4%
New York47,21742,9709.9%11,24610,08911.5%1,3391,3092.3%34,63231,5729.7%
Miami39,96831,74525.9%6,8166,3926.6%1,0051,009(0.4)%32,14724,34432.1%
Seattle-Tacoma34,48930,23514.1%5,6125,4083.8%936986(5.1)%27,94123,84117.2%
Washington DC33,72530,36111.1%6,7446,5113.6%1,0379716.8%25,94422,87913.4%
Dallas-Ft. Worth29,42425,06317.4%6,3655,8259.3%1,1311,167(3.1)%21,92818,07121.3%
Atlanta28,27223,53920.1%5,6084,74618.2%1,1711,245(5.9)%21,49317,54822.5%
Chicago37,80432,80915.2%14,00411,76719.0%1,4361,4320.3%22,36419,61014.0%
Houston25,94722,12417.3%7,2626,9664.2%1,0041,100(8.7)%17,68114,05825.8%
Orlando-Daytona19,54416,14121.1%3,6463,3219.8%8598323.2%15,03911,98825.5%
Philadelphia18,07216,12112.1%3,8363,878(1.1)%6756572.7%13,56111,58617.0%
West Palm Beach16,41513,55721.1%3,1672,77714.0%474498(4.8)%12,77410,28224.2%
Tampa15,52712,72222.0%3,1142,78811.7%593611(2.9)%11,8209,32326.8%
Charlotte13,97811,50621.5%2,2712,0719.7%5475440.6%11,1608,89125.5%
All other markets248,188214,56015.7%49,78846,6416.7%10,61010,2763.3%187,790157,64319.1%
Totals$788,938$680,54215.9%$153,057$140,7948.7%$27,274$26,8591.5%$608,607$512,88918.7%

Same Store Facilities Operating Trends by Market (Continued)

As of June 30, 2022Six Months Ended June 30,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20222021Change20222021Change20222021Change
Los Angeles21215.3$30.66$26.6615.0%97.5%98.1%(0.6)%$29.88$26.1514.3%
San Francisco1287.830.5527.3511.7%95.9%97.6%(1.7)%29.3126.709.8%
New York906.429.4726.6510.6%95.4%96.4%(1.0)%28.1325.709.5%
Miami835.826.6821.0626.7%96.7%96.9%(0.2)%25.8120.4026.5%
Seattle-Tacoma865.724.1821.0714.8%95.1%95.6%(0.5)%23.0120.1414.3%
Washington DC905.524.6121.7613.1%94.2%95.8%(1.7)%23.1820.8411.2%
Dallas-Ft. Worth1067.016.6013.9618.9%95.4%95.8%(0.4)%15.8413.3718.5%
Atlanta1016.616.6313.6821.6%95.0%95.7%(0.7)%15.8013.0920.7%
Chicago1298.118.4415.7916.8%94.9%95.8%(0.9)%17.5015.1315.7%
Houston956.815.2312.9617.5%94.3%94.3%—%14.3612.2217.5%
Orlando-Daytona704.516.9814.0620.8%96.5%96.1%0.4%16.3813.5221.2%
Philadelphia563.520.2117.7713.7%95.9%97.3%(1.4)%19.3817.2912.1%
West Palm Beach372.624.3419.9322.1%96.8%96.8%—%23.5619.2922.1%
Tampa513.418.0714.5724.0%95.6%96.1%(0.5)%17.2813.9923.5%
Charlotte503.814.3211.7422.0%95.7%95.6%0.1%13.7011.2222.1%
All other markets89856.717.2814.8116.7%95.6%96.2%(0.6)%16.5214.2416.0%
Totals2,282149.5$20.83$17.8916.4%95.7%96.3%(0.6)%$19.94$17.2315.7%

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)
20222021Change20222021Change20222021Change20222021Change
Los Angeles$233,150$203,57414.5%$30,992$29,0876.5%$5,633$5,5800.9%$196,525$168,90716.4%
San Francisco116,722105,93210.2%17,19916,4004.9%3,4343,4120.6%96,08986,12011.6%
New York92,82584,7889.5%23,44021,3529.8%2,7072,773(2.4)%66,67860,6639.9%
Miami77,55961,50326.1%13,65812,8636.2%2,0632,142(3.7)%61,83846,49833.0%
Seattle-Tacoma67,29658,78414.5%11,54811,3291.9%1,9462,070(6.0)%53,80245,38518.5%
Washington DC66,10259,30011.5%13,96013,3464.6%2,0772,0680.4%50,06543,88614.1%
Dallas-Ft. Worth57,35248,40818.5%12,75012,2064.5%2,2882,369(3.4)%42,31433,83325.1%
Atlanta55,03445,53120.9%10,6779,55511.7%2,4302,534(4.1)%41,92733,44225.4%
Chicago73,63163,56015.8%28,90424,28719.0%3,0232,9343.0%41,70436,33914.8%
Houston50,64743,02317.7%14,05013,7052.5%2,1202,257(6.1)%34,47727,06127.4%
Orlando-Daytona37,94431,36021.0%7,3386,8666.9%1,7751,6855.3%28,83122,80926.4%
Philadelphia35,57231,64212.4%8,0197,7263.8%1,3651,381(1.2)%26,18822,53516.2%
West Palm Beach32,00926,17922.3%6,3065,64411.7%9631,041(7.5)%24,74019,49426.9%
Tampa30,34924,61623.3%6,2465,7877.9%1,2171,245(2.2)%22,88617,58430.2%
Charlotte27,18022,25522.1%4,6494,3866.0%1,1601,1163.9%21,37116,75327.6%
All other markets484,836417,28716.2%102,26798,5723.7%22,05621,3543.3%360,513297,36121.2%
Totals$1,538,208$1,327,74215.9%$312,003$293,1116.4%$56,257$55,9610.5%$1,169,948$978,67019.5%

Acquired Facilities

The Acquired Facilities represent 314 facilities that we acquired in 2020, 2021, and 2022. 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 FACILITIESThree Months Ended June 30,Six Months Ended June 30,
20222021Change (a)20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
2020 Acquisitions$18,413$12,547$5,866$35,481$22,838$12,643
2021 Acquisitions75,35019,82555,525144,17520,657123,518
2022 Acquisitions1,735—1,7352,213—2,213
Total revenues95,49832,37263,126181,86943,495138,374
Cost of operations (b):
2020 Acquisitions6,2636,2511213,07712,877200
2021 Acquisitions25,3595,71019,64949,2576,26142,996
2022 Acquisitions1,238—1,2381,557—1,557
Total cost of operations32,86011,96120,89963,89119,13844,753
Net operating income:
2020 Acquisitions12,1506,2965,85422,4049,96112,443
2021 Acquisitions49,99114,11535,87694,91814,39680,522
2022 Acquisitions497—497656—656
Net operating income62,63820,41142,227117,97824,35793,621
Depreciation and amortization expense(76,255)(38,591)(37,664)(160,720)(50,064)(110,656)
Net loss$(13,617)$(18,180)$4,563$(42,742)$(25,707)$(17,035)
At June 30:
Square foot occupancy:
2020 Acquisitions91.6%88.7%3.3%
2021 Acquisitions86.0%86.2%(0.2)%
2022 Acquisitions68.0%——
86.1%87.1%(1.1)%
Annual contract rent per occupied square foot:
2020 Acquisitions$16.31$12.7527.9%
2021 Acquisitions16.6717.97(7.2)%
2022 Acquisitions11.74——
$16.41$15.942.9%
Number of facilities:
2020 Acquisitions6262—
2021 Acquisitions23299133
2022 Acquisitions20—20
314161153
Net rentable square feet (in thousands) (c):
2020 Acquisitions5,0755,075—
2021 Acquisitions21,8308,14813,682
2022 Acquisitions1,495—1,495
28,40013,22315,177

ACQUIRED FACILITIES (Continued)

As of June 30, 2022
Costs to acquire (in thousands):
2020 Acquisitions$796,065
2021 Acquisitions5,115,276
2022 Acquisitions251,282
$6,162,623

(a)Represents the percentage change with respect to square foot occupancy and 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.

(c)The Acquired Facilities have an aggregate of approximately 28.4 million net rentable square feet, including 11.0 million in Texas, 3.8 million in Maryland, 1.1 million in Virginia, 0.9 million in North Carolina, 0.8 million in Colorado, 0.7 million in Arizona, 0.6 million in each of California, Florida, Georgia, Illinois, Minnesota, Ohio and Oklahoma, 0.5 million in each of Idaho, Michigan, Missouri, Nebraska, Oregon and Pennsylvania, 0.4 million in each of Indiana, South Carolina and Tennessee, and 0.3 million in each of Alabama, Nevada and Washington, and 0.8 million in other states.

We have been active in acquiring facilities in recent years. Since the beginning of 2020, we acquired a total of 314 facilities with 28.4 million net rentable square feet for $6.2 billion. During the three and six months ended June 30, 2022, these facilities contributed net operating income of $62.6 million and $118.0 million, respectively.

During 2021, we acquired the ezStorage portfolio, consisting of 48 properties (4.1 million net rentable square feet) for acquisition cost of $1.8 billion, which includes 47 self-storage facilities and one property that was under construction. Included in the Acquisition results in the table above are ezStorage portfolio revenues of $48.7 million, NOI of $38.3 million (including Direct NOI of $39.7 million), and average square footage occupancy of 89.7% for the six months ended June 30, 2022.

During 2021, we acquired the All Storage portfolio, consisting of 56 properties (7.5 million net rentable square feet) for $1.5 billion, with 55 properties closed in the fourth quarter of 2021 and one property closed in February 2022. Included in the Acquisition results in the table above are All Storage portfolio revenues of $35.2 million, NOI of $21.4 million (including Direct NOI of $22.8 million), and average square footage occupancy of 78.4% for the six months ended June 30, 2022.

We remain active in seeking to acquire additional self-storage facilities through 2022. Subsequent to June 30, 2022, we acquired or were under contract to acquire 24 self-storage facilities across ten states with 1.7 million net rentable square feet, for $257.4 million.

Developed and Expanded Facilities

The developed and expanded facilities include 54 facilities that were developed on new sites since January 1, 2017, and 91 facilities expanded to increase their net rentable square footage. Of these expansions, 51 were completed before 2021, 22 were completed in 2021 or 2022, and 18 are currently in process at June 30, 2022. The following table summarizes operating data with respect to the Developed and Expanded Facilities:

DEVELOPED AND EXPANDED FACILITIES
Three Months Ended June 30,Six Months Ended June 30,
20222021Change (a)20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2017$8,599$6,661$1,938$16,541$12,704$3,837
Developed in 20188,9906,7692,22117,28312,8224,461
Developed in 20193,9972,8191,1787,6235,1572,466
Developed in 20201,6766621,0143,1581,0312,127
Developed in 20211,9311441,7873,3601483,212
Expansions completed before 202123,40116,4246,97744,81730,69514,122
Expansions completed in 2021 or 202211,0556,5684,48720,85612,8318,025
Expansions in process6,2506,1678312,33712,30334
Total revenues65,89946,21419,685125,97587,69138,284
Cost of operations (b):
Developed in 20172,6962,4182785,3244,921403
Developed in 20182,4322,543(111)4,9875,105(118)
Developed in 20191,5041,2872172,8722,695177
Developed in 2020427444(17)85584312
Developed in 20218324074251,6874901,197
Expansions completed before 20217,4427,29215015,04314,368675
Expansions completed in 2021 or 20222,7471,6421,1055,4443,5311,913
Expansions in process1,2241,267(43)2,5092,682(173)
Total cost of operations19,30417,3002,00438,72134,6354,086
Net operating income (loss):
Developed in 20175,9034,2431,66011,2177,7833,434
Developed in 20186,5584,2262,33212,2967,7174,579
Developed in 20192,4931,5329614,7512,4622,289
Developed in 20201,2492181,0312,3031882,115
Developed in 20211,099(263)1,3621,673(342)2,015
Expansions completed before 202115,9599,1326,82729,77416,32713,447
Expansions completed in 2021 or 20228,3084,9263,38215,4129,3006,112
Expansions in process5,0264,9001269,8289,621207
Net operating income46,59528,91417,68187,25453,05634,198
Depreciation and amortization expense(14,781)(13,243)(1,538)(29,409)(28,512)(897)
Net income$31,814$15,671$16,143$57,845$24,544$33,301
DEVELOPED AND EXPANDED FACILITIES (Continued)
As of June 30,
20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 201793.2%94.5%(1.4)%
Developed in 201891.2%92.2%(1.1)%
Developed in 201988.9%91.3%(2.6)%
Developed in 202092.6%84.6%9.5%
Developed in 202180.7%45.7%76.6%
Expansions completed before 202189.9%87.5%2.7%
Expansions completed in 2021 or 202283.2%89.8%(7.3)%
Expansions in process85.2%93.1%(8.5)%
87.8%88.9%(1.2)%
Annual contract rent per occupied square foot:
Developed in 2017$18.27$14.0530.0%
Developed in 201819.4814.9130.7%
Developed in 201917.4512.5139.5%
Developed in 202020.4413.0157.1%
Developed in 202116.5211.4843.9%
Expansions completed before 202115.3911.9029.3%
Expansions completed in 2021 or 202221.2419.0911.3%
Expansions in process24.6621.6214.1%
$18.18$14.2527.6%
Number of facilities:
Developed in 20171616—
Developed in 20181818—
Developed in 20191111—
Developed in 202033—
Developed in 2021633
Expansions completed before 20215151—
Expansions completed in 2021 or 202222202
Expansions in process1818—
1451405
Net rentable square feet (in thousands) (c):
Developed in 20172,0402,040—
Developed in 20182,0692,069—
Developed in 20191,0571,057—
Developed in 2020347347—
Developed in 2021681359322
Expansions completed before 20216,8796,879—
Expansions completed in 2021 or 20222,6451,5561,089
Expansions in process1,1801,224(44)
16,89815,5311,367
As of June 30, 2022
Costs to develop (in thousands):
Developed in 2017$239,871
Developed in 2018262,187
Developed in 2019150,387
Developed in 202042,063
Developed in 2021115,632
Expansions completed before 2021 (d)478,659
Expansions completed in 2021 or 2022 (d)160,386
$1,449,185

(a)Represents the percentage change with respect to square foot occupancy and 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)The facilities included above have an aggregate of approximately 16.9 million net rentable square feet at June 30, 2022, including 5.0 million in Texas, 2.9 million in Florida, 2.2 million in California, 1.5 million in Colorado, 1.4 million in Minnesota, 0.9 million in North Carolina, 0.6 million in Michigan, 0.4 million in each of Missouri, South Carolina and Washington, 0.3 million in each of New Jersey and Virginia and 0.6 million in other states.

(d)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.

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, as well as the related construction and development overhead expenses included in general and administrative expense.

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, 2022. We incurred a total of $639.0 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 6.0 million net rentable square feet of new storage space.

At June 30, 2022, we had 30 additional facilities in development, which will have a total of 2.6 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $480.3 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, 2022, and together with additional future expansion activities primarily related to our Same Store Facilities at June 30, 2022, we expect to add a total of 2.8 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $547.0 million.

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, 2020, including facilities under 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 5.3 million net rentable square feet, including 1.1 million in Texas, 0.6 million in each of Florida and Washington, 0.4 million in each of California and Virginia, 0.3 million in each of Indiana and South Carolina, 0.2 million in each of Georgia, Kentucky, Massachusetts and Tennessee and 0.8 million in other states.

During the three and six months ended June 30, 2022 and 2021, the average occupancy for these facilities totaled 93.1% and 92.4%, respectively, as compared to 93.9% and 92.3% for the same periods in 2021, and the realized rent per occupied square foot totaled $18.02 and $17.47, respectively, as compared to $13.86 and $13.54 for the same periods in 2021.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $46.0 million and $121.2 million in the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021, primarily due to newly acquired facilities of $5.1 billion in 2021. We expect continued increases in depreciation expense in the remainder of 2022 as a result of elevated levels of capital expenditures and new facilities that are acquired, developed or expanded in the remainder of 2022.

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,
20222021Change20222021Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$46,687$40,816$5,871$91,882$80,497$11,385
Merchandise7,5347,5122214,40514,548(143)
Third party property management4,5383,9945448,9028,192710
Total revenues58,75952,3226,437115,189103,23711,952
Cost of operations:
Tenant reinsurance8,1987,26293615,47515,086389
Merchandise4,5274,706(179)8,4318,672(241)
Third party property management4,4854,0234628,8198,551268
Total cost of operations17,21015,9911,21932,72532,309416
Net operating income (loss):
Tenant reinsurance38,48933,5544,93576,40765,41110,996
Merchandise3,0072,8062015,9745,87698
Third party property management53(29)8283(359)442
Total net operating income$41,549$36,331$5,218$82,464$70,928$11,536

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $5.9 million or 14.4% for the three months ended June 30, 2022, and increased $11.4 million or 14.1% for the six months ended June 30, 2022, in each case as compared to the same period in 2021, 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. Tenant reinsurance premium revenue generated from tenants at our Same-Store Facilities were $34.8 million and $69.2 million for the three and six months ended June 30, 2022, respectively, as compared to $33.3 million and $66.5 million for the same periods in 2021, representing an increase of 4.5% and 4.1%, respectively.

We expect future growth will come primarily from customers of newly acquired and developed facilities, as well as additional tenants at our existing unstabilized self-storage 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 which drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods.

Merchandise sales: Sales of locks, boxes, and packing supplies at our self-storage facilities are primarily impacted by the level of move-ins and other customer traffic at our self-storage facilities. We do not expect any significant changes in revenues or profitability from our merchandise sales in the remainder of 2022.

Third-party property management: At June 30, 2022, we managed 103 facilities for unrelated third parties, and were under contract to manage 63 additional facilities including 57 facilities that are currently under construction. During the six months ended June 30, 2022, we added 27 facilities to the program, acquired three facilities from the program, and had ten properties exit the program due to sales to other buyers. 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 entities

For all periods presented, we have equity investments in PSB and Shurgard, which we account for using the equity method and record our pro-rata share of the net income of these entities. The following table, and the discussion below, sets forth our equity in earnings of unconsolidated real estate entities:

Three Months Ended June 30,Six Months Ended June 30,
20222021Change20222021Change
(Amounts in thousands)
Equity in earnings:
PSB$40,124$20,908$19,216$77,010$35,384$41,626
Shurgard8,4018,15824314,93913,1381,801
Total equity in earnings$48,525$29,066$19,459$91,949$48,522$43,427

Investment in PSB: Included in our equity earnings from PSB for the three and six months ended June 30, 2022 is our equity share of gains on sale of real estate totaling $25.5 million and $49.1 million, respectively, as compared to $8.0 million for each of the three and six months ended June 30, 2021. For the three and six months ended June 30, 2022, our equity share of earnings from PSB contributed $26.6 million and $52.1 million, respectively, to Core FFO, as compared to $25.4 million and $49.6 million for the same periods in 2021.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone agreed to acquire all outstanding shares of PSB's common stock for $187.50 per share in cash. On July 20, 2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration of $187.50 per share or unit and a $0.22 prorated quarterly cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a $2.1 billion gain on the sale of our equity investment in PSB in the Consolidated Statement of Income for the third quarter of 2022.

In connection with the sale of our equity investment in PSB, on July 22, 2022, our Board of Trustees declared a special cash dividend of $13.15 per common share. The special dividend is payable on August 4, 2022 to shareholders of record as of August 1, 2022.

As a result of closing the sale of PSB, we will record significantly lower equity in earnings of unconsolidated subsidiaries in future periods than we have in historical periods.

Investment in Shurgard: Included in our equity earnings from Shurgard for each of the three and six months ended June 30, 2022 is our equity share of gains on sale of real estate totaling $3.5 million.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.045 U.S. Dollars per Euro at June 30, 2022 (1.134 at December 31, 2021), and average exchange rates of 1.065 and 1.205 for the three months ended June 30, 2022 and 2021, respectively, and average exchange rates of 1.093 and 1.205 for the six months ended June 30, 2022 and 2021, respectively.

General and administrative expense: The following table sets forth our general and administrative expense:

Three Months Ended June 30,Six Months Ended June 30,
20222021Change20222021Change
(Amounts in thousands)
Share-based compensation expense$12,034$12,864$(830)$20,832$20,544$288
Development and acquisition costs3,6742,8887866,5144,6951,819
Tax compliance costs and taxes paid3,3812,3461,0356,1153,9552,160
Legal costs9801,200(220)1,2202,343(1,123)
Corporate management costs4,8484,73811010,6948,9141,780
Other costs3,9143,7042106,5256,863(338)
Total$28,831$27,740$1,091$51,900$47,314$4,586

Development and acquisition costs primarily represent internal and external expenses related to our development and acquisition of real estate facilities and varies primarily based upon the level of activities. The amounts in the above table are net of $4.1 million and $8.4 million for the three and six months ended June 30, 2022, respectively, as compared to $3.3 million and $6.5 million for the same periods in 2021, in development costs that were capitalized to newly developed and redeveloped self-storage facilities.

Interest and other income: Interest and other income is comprised of the revenue and cost associated with our commercial operations, interest earned on cash balances, and trademark license fees received from Shurgard, as well as sundry other income items that are received from time to time in varying amounts. For the three and six months ended June 30, 2022, we recognized $10.3 million and $13.7 million interest and other income, respectively, as compared to $3.1 million and $6.0 million for the same periods in 2021. Amounts attributable to commercial operations was $2.2 million in each of the three months ended June 30, 2022 and 2021, and $4.2 million in each of the six months ended June 30, 2022 and 2021. Excluding the aforementioned amounts attributable to our commercial operations, interest and other income increased $7.2 million and $7.7 million from the three and six months ended June 30, 2021 to the same periods in 2022, primarily due to (i) a $4.3 million unrealized gain on private equity investments recognized during the three and six months ended June 30, 2022 and (ii) $2.0 million and $2.1 million increase in interest earned on higher cash balances during the three and six months ended June 30, 2022, respectively, as compared to the same periods in 2021.

Interest expense: For the three and six months ended June 30, 2022, we incurred $34.3 million and $68.6 million, respectively, of interest on our outstanding notes payable, as compared to $22.7 million and $38.9 million for the same periods in 2021. In determining interest expense, these amounts were offset by capitalized interest of $1.4 million and $2.6 million during the three and six months ended June 30, 2022, respectively, associated with our development activities, as compared to $0.7 million and $1.7 million for the same periods in 2021. The increase of interest expense in the three and six months ended June 30, 2022 as compared to the same periods in 2021 is due to our issuances of debt to fund our 2021 acquisition activity. At June 30, 2022, we had $7.3 billion of notes payable outstanding, with a weighted average interest rate of approximately 1.9%.

Foreign Currency Exchange Gain (Loss): For the three and six months ended June 30, 2022, we recorded foreign currency gains of $101.7 million and $137.1 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, 2021, we recorded foreign currency losses of $12.7 million and gains of $32.7 million, respectively. The Euro was translated at exchange rates of approximately 1.045 U.S. Dollars per Euro at June 30, 2022, 1.134 at December 31, 2021, 1.188 at June 30, 2021 and 1.226 at December 31, 2020. 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 three and six months ended June 30, 2021, we recorded gains totaling $4.0 million and $13.4 million, respectively, in connection with the partial or complete sale of real estate facilities pursuant to eminent domain proceedings (none in the three and six months ended June 30, 2022).

Liquidity and Capital Resources

Overview

As of June 30, 2022, our expected material cash requirements for the next twelve months and thereafter comprised (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 financing.

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, we are nonetheless able to retain operating cash flow to the extent that our tax depreciation exceeds our maintenance capital expenditures. Retained operating cash flow represents our expected cash flow provided by operating activities, less shareholder distributions and capital expenditures. Our annual operating retained cash flow increased from $200 million to $300 million per year in recent years to approximately $700 million in 2021. We anticipate retained operating cash flow over the next twelve months will be similar to 2021.

The REIT distribution requirement limits cash flow from operations that can be retained and reinvested in the business, increasing our reliance upon raising capital to fund growth. Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, and (iii) 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.

We have a $500.0 million revolving line of credit which we are able to use as temporary “bridge” financing until we are able to raise longer term capital. As of June 30, 2022 and August 4, 2022, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $18.6 million of outstanding letters of credit which limits our borrowing capacity to $481.4 million as of August 4, 2022. Our line of credit matures on April 19, 2024.

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. Based upon 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 were to change significantly in the long run, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

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.

Our expected capital resources include: (i) $1.0 billion of cash as of June 30, 2022, (ii) approximately $700.0 million of expected retained operating cash flow over the next twelve months and (iii) approximately $400.0 million of cash proceeds we will retain from the sale of our equity investment in PSB after the payment of a $2.3 billion special dividend.

Over the long term, to the extent that our capital needs exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, issuing debt, or entering into joint venture arrangements to acquire or develop facilities.

Cash Requirements

The following summarizes our expected material cash requirements which comprise (i) contractually obligated expenditures, (ii) other essential expenditures, and (iii) opportunistic expenditures. We expect our capital needs to increase over the next year as we add projects to our development pipeline and acquire additional properties.

Required Debt Repayments: As of June 30, 2022, the principal outstanding on our debt totaled approximately $7.4 billion, consisting of $22.8 million of secured notes payable, $1.6 billion of Euro-denominated unsecured notes payable and $5.8 billion of U.S. Dollar denominated unsecured notes payable. Approximate principal maturities and interest payments are as follows (amounts in thousands):

Remainder of 2022$561,767
2023135,268
2024917,052
2025361,149
20261,251,200
Thereafter4,905,242
$8,131,678

On July 26, 2022, the Company called for redemption on August 15, 2022 its 2.370% Senior Notes, with an aggregate outstanding principal amount of $500.0 million, due September 15, 2022.

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.

Capital expenditures totaled $205.6 million in the first six months of 2022 and are expected to approximate $300 million for the year ending December 31, 2022. 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 program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage, upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We spent approximately $105 million in the first six months of 2022 and expect to spend $180 million in 2022 on this effort. In addition, we have made investments in LED lighting and the installation of solar panels, which approximated $24 million for the six months ended June 30, 2022 and we expect to spend $30 million in 2022.

We believe that these incremental investments improve customer satisfaction, the attractiveness and competitiveness of our facilities to new and existing customers and, in the case of LED lighting and solar panels, reduce operating costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the 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.

On July 22, 2022, our Board of Trustees declared a special cash dividend of $13.15 per common share totaling approximately $2.3 billion, in connection with the sale of our equity investment in PSB. The special dividend is payable on August 4, 2022 to shareholders of record as of August 1, 2022.

On August 3, 2022, our Board declared a regular common quarterly dividend of $2.00 per common share totaling approximately $350 million, which will be paid at the end of September 2022. 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, 2022 is approximately $194.7 million per year.

Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to June 30, 2022, we acquired or were under contract to acquire 24 self-storage facilities for a total purchase price of $257.4 million. Additionally, on July 8, 2022, we acquired the commercial interests of PSB at three sites, totaling five properties, jointly occupied with our self-storage facilities located in Maryland and Virginia, for $47.0 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, 2022, we had development and expansion projects at a total cost of approximately $1.0 billion. Costs incurred through June 30, 2022 were $380.1 million, with the remaining cost to complete of $647.3 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 August 4, 2022, we have two 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) and our 5.050% Series G Preferred Shares ($300.0 million). See Note 9 to our June 30, 2022 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 management to 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, 2022, we did not repurchase any of our common shares. From the inception of the repurchase program through August 4, 2022, we have repurchased a total of 23,721,916 common shares at an aggregate cost of approximately $679.1 million. 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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