# SmartStop Self Storage REIT, Inc.: Form 10-Q for the period ended Sep 30, 2023

- Company: [SmartStop Self Storage REIT, Inc.](/companies/sma.md) (CIK 1585389)
- Form: 10-Q
- Filed: 2023-11-14
- Accepted by EDGAR: Nov 14, 2023, 20:01 ET
- Period: 2023-09-30
- Accession: 0000950170-23-063581
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1585389/000095017023063581/ck0001585389-20230930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1585389/000095017023063581/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $58.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $175.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2023-07-01 to 2023-09-30 | $18.1m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-01 to 2023-09-30 | $53.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-07-01 to 2023-09-30 | $15.9m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-01 to 2023-09-30 | $45.5m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | −$1.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | −$906.6k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | $3.0m | us-gaap:ProfitLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | $9.3m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | −$0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | −$0.02 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | −$0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | −$0.02 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $68.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 9 months, 2023-01-01 to 2023-09-30 | $31.9m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2023-09-30 | $34.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2023-09-30 | $1.89bn | us-gaap:Assets |
| Total liabilities | at 2023-09-30 | $1.11bn | us-gaap:Liabilities |
| Shareholders' equity | at 2023-09-30 | $421.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 84,200 characters.

The following discussion and analysis should be read in conjunction with our consolidated financial data contained elsewhere in this report. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with our consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I.

### Overview

We are a self-managed and fully-integrated self storage real estate investment trust (“REIT”). Our year end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries.

We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada. Based on the Inside Self Storage Top-Operators List ranking for 2023, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on number of properties, units, and rentable square footage. As of September 30, 2023, our wholly-owned portfolio consisted of 154 self storage properties diversified across 19 states and the Greater Toronto Area of Ontario, Canada comprising approximately 104,000 units and 11.9 million net rentable square feet. Additionally, we owned a 50% equity interest in eleven unconsolidated real estate ventures located in the Greater Toronto Area, which consisted of eight operating self storage properties, two parcels of land currently under development into self storage facilities, and one single tenant industrial building, which we plan to convert into a self storage property over the long term. Further, through our Managed REIT Platform (as defined below), we serve as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT (“SST VI”), and Strategic Storage Growth Trust III, Inc., a private REIT (“SSGT III” and together with SST VI, the “Managed REITs”), and manage one additional self storage property, all of which pay us fees to manage their programs and manage their 31 operating self storage properties (as of September 30, 2023).

Our primary business model is focused on owning and operating high quality self storage properties in high growth markets in the United States and Canada. We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured and unsecured debt financing, equity offerings and joint ventures. Our business model is designed to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow in order to maximize long-term stockholder value at acceptable levels of risk. We execute our organic growth strategy by pursuing revenue-optimizing and expense-minimizing opportunities in the operations of our existing portfolio. We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed REITs, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy. We seek to acquire undermanaged facilities that are not operated by institutional operators, where we can implement our proprietary management and technology to maximize net operating income.

As discussed herein, we, through our subsidiaries, currently serve as the sponsor of SST VI and SSGT III. We also served as the sponsor of Strategic Storage Trust IV, Inc., a public non-traded REIT (“SST IV”), through March 17, 2021, and Strategic Storage Growth Trust II, Inc., a private REIT (“SSGT II”), through June 1, 2022. Prior to March 17, 2021 and June 1, 2022, SST IV and SSGT II, respectively, were also included in the “Managed REITs.” We operate the properties owned by the Managed REITs, which together with one other self storage property we manage consist of, as of September 30, 2023, 31 operating properties containing approximately 25,000 units and 2.8 million rentable square feet. In addition, we have the internal capability to originate, structure and manage additional self storage investment programs (the “Managed REIT Platform”) which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We generate asset management fees, property management fees, acquisition fees, and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs. For the property management and advisory services that we provide, we are reimbursed for certain expenses that otherwise helps to offset our net operating expense burden.

As of September 30, 2023, our wholly-owned operating self storage portfolio was comprised as follows:

| State | No. of Properties |  | Units(1) | Sq. Ft. (net)(2) | % of Total Rentable Sq. Ft. | Physical Occupancy %(3) | Rental Income %(4) |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Alabama | 1 |  | 1,090 | 163,300 | 1.4% | 90.2% | 0.7% |
| Arizona | 4 |  | 3,130 | 329,100 | 2.8% | 92.4% | 2.6% |
| California | 29 | (5) | 19,195 | 2,030,300 | 17.2% | 91.9% | 20.0% |
| Colorado | 8 |  | 4,550 | 493,085 | 4.2% | 91.3% | 3.7% |
| Florida | 26 |  | 19,870 | 2,363,100 | 20.0% | 92.8% | 22.8% |
| Illinois | 6 |  | 3,785 | 429,500 | 3.6% | 92.4% | 2.8% |
| Indiana | 2 |  | 1,030 | 112,700 | 1.0% | 94.6% | 0.6% |
| Massachusetts | 1 |  | 840 | 93,200 | 0.8% | 91.4% | 2.0% |
| Maryland | 2 |  | 1,610 | 169,500 | 1.4% | 92.9% | 1.4% |
| Michigan | 4 |  | 2,220 | 266,100 | 2.3% | 93.8% | 1.8% |
| New Jersey | 2 |  | 2,350 | 205,100 | 1.7% | 89.6% | 1.7% |
| Nevada | 9 |  | 7,160 | 865,000 | 7.2% | 93.0% | 6.5% |
| North Carolina | 19 |  | 9,190 | 1,192,400 | 10.1% | 92.7% | 8.4% |
| Ohio | 5 |  | 2,310 | 279,700 | 2.4% | 93.3% | 1.5% |
| South Carolina | 3 |  | 1,940 | 246,000 | 2.1% | 91.8% | 1.7% |
| Texas | 12 |  | 6,960 | 919,300 | 7.8% | 93.2% | 6.8% |
| Virginia | 1 |  | 830 | 71,100 | 0.6% | 87.8% | 0.9% |
| Washington | 5 |  | 3,427 | 390,545 | 3.3% | 91.5% | 3.3% |
| Wisconsin | 1 |  | 780 | 83,400 | 0.7% | 94.2% | 0.5% |
| Ontario, Canada | 13 |  | 10,610 | 1,110,655 | 9.4% | 93.3% | 10.3% |
| **Total** | **153** | (5) | **102,877** | **11,813,085** | **100%** | **92.5%** | **100%** |

(1) Includes all rentable units, consisting of storage units and parking (approximately 3,400 units).

(2) Includes all rentable square feet, consisting of storage units and parking (approximately 1,017,000 square feet).

(3) Represents the occupied square feet of all facilities in a state or province divided by total rentable square feet of all the facilities in such state or area as of September 30, 2023.

(4) Represents rental income (excludes administrative fees, late fees, and other ancillary income) for all facilities we owned in a state or province divided by our total rental income for the month ended September 30, 2023.

(5) Our San Gabriel Property was excluded from these statistics, as it only began formal operations in October of 2023.

Additionally, we own our office located at 10 Terrace Rd, Ladera Ranch, California (the “Ladera Office”) which houses our corporate headquarters.

### Critical Accounting Policies and Estimates

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our consolidated financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this report. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe that our critical accounting policies include the following: real estate acquisition valuation; the evaluation of whether any of our long-lived assets have been impaired; the valuation of goodwill and related impairment considerations, the valuation of our trademarks and related impairment considerations, the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant, the description of our significant accounting policies, as contained in Note 2 – Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements contained in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

### Real Estate Acquisition Valuation

We account for asset acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date.

The value of the tangible assets, consisting of land and buildings is determined as if vacant. Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. We also consider whether in-place, market leases represent an intangible asset. Acquisitions of portfolios of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.

Our allocations of purchase prices are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements.

### Real Property Assets Valuation

We evaluate our real property assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of such assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions, such as, but not limited to, comparative sales, estimated cash flow, and other similar valuation techniques. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the real property asset and recognize an impairment loss. Our evaluation of the impairment of real property assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss, if any, recognized may vary based on the estimates and assumptions we use.

### Intangible Assets Valuation

In connection with the acquisition of the self storage advisory, asset management and property management businesses and certain joint venture interests of Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”), along with certain other assets of SAM (collectively, the “Self Administration Transaction”), we allocated a portion of the consideration to the contracts that we acquired related to the Managed REITs and the customer relationships related to our tenant insurance, tenant protection plans or similar programs (the “Tenant Protection Programs”). For these intangibles, we are amortizing such amounts on a straight-line basis over the estimated benefit period of the contracts and customer relationships. We evaluate these intangible assets for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In such an event, an impairment charge is recognized and the intangible asset is marked down to its fair value.

### Goodwill Valuation

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual impairment test as of December 31 for goodwill; between annual tests, we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative impairment test of goodwill to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized. No impairment charges were recognized during the nine months ended September 30, 2023 and 2022.

### Trademarks Valuation

Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name.

We qualitatively evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

### Estimated Useful Lives of Real Property Assets

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.

### Consolidation Considerations

Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest.

We evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entities included in our consolidated financial statements may vary based on the estimates and assumptions we use.

### REIT Qualification

We made an election under Section 856(c) of the Internal Revenue Code of 1986 (the Code) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2014. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. However, we believe that we are organized and operate in a manner that will enable us to continue to qualify for treatment as a REIT for federal income tax purposes, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

### Current Market and Economic Conditions

Our rental revenue and operating results depend significantly on the demand for self storage space. Since the beginning of the COVID-19 pandemic in late March 2020, the broader shift of people working from home, elevated migration patterns and strength in the housing market helped drive growth in self storage demand, which generally contributed to our results since the onset of COVID-19, and through calendar year 2022. In addition to the sector's numerous historical demand drivers, one demand driver that developed and has continued as a result of the COVID-19 pandemic is the trend towards working from home, or a hybrid work environment.

While the work from home environment remains elevated over pre-COVID-19 pandemic levels, this trend has waned in 2023, which we believe has led to elevated move-outs. As a result, occupancy, same-store growth and overall results have started to normalize and are expected to normalize further over the coming quarters as the comparable periods change. Further, the broader economy has been experiencing persistently elevated levels of inflation, higher interest rates, tightening monetary policies and a slowdown in home price appreciation and home sales. This could result in less discretionary spending, weakening consumer balance sheets and reduced demand for self storage. Additionally, a prolonged period of elevated inflation and/or higher interest rates could result in a further contraction of self storage demand. However, demand for the self storage sector is dynamic with drivers that function in a multitude of economic environments, both cyclically and counter-cyclically. Demand for self storage tends to be needs-based, with numerous factors that lead customers to renting and maintaining storage units.

Certain property operating expenses have experienced elevated pressures to date in 2023, namely property insurance, property taxes and payroll have seen above average increases, primarily due to inflation and natural disasters. We’ve experienced a year-over-year decrease in gross margins as a result for 2023.

In 2022, the Federal Reserve began increasing its targeted range for the federal funds rate, leading to increased interest rates. This approach to monetary policy was mirrored by other central banks across the world, to similar effect. We currently have fixed or capped interest rates of varying durations for the majority of our loans, either directly or indirectly through our use of interest rate hedges. The rise in overall interest rates has caused an increase in our variable rate borrowing costs and our overall cost of capital, resulting in an increase in net interest expense. Capitalization rates on acquisitions have not increased at the same magnitude as interest rates. These factors may limit our ability to acquire self storage properties in an as accretive manner going forward.

### Results of Operations

### Overview

We derive revenues principally from: (i) rents received from our self storage tenant leases; (ii) fees generated from our Managed REITs; (iii) our Tenant Protection Programs; and (iv) sales of packing and storage-related supplies at our storage facilities. Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units.

Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.

As of September 30, 2023 and 2022, we wholly-owned 153 operating self storage facilities. Our operating results for the three months ended September 30, 2023 include full quarter results for 153 self storage facilities. Our operating results for the three months ended September 30, 2022 include full quarter results for 153 self storage facilities. Operating results in future periods will depend on the results of operations of these properties and of the real estate properties that we acquire in the future.

Our operating results for the nine months ended September 30, 2023 include a full nine months of results for 153 operating self storage facilities. Our operating results for the nine months ended September 30, 2022 include a full nine months of results for 139 self storage facilities and partial period results for 14 operating self storage facilities acquired during the nine months ended September 30, 2022. Operating results in future periods will depend on the results of operations of these properties and of the real estate properties that we acquire in the future.

As discussed below, the results of operations presented herein cover a period of time prior to the SSGT II Merger. Our 2022 and 2023 operating results have been and will continue to be significantly impacted by this merger as a result of acquiring 10 operating self storage facilities and 50% equity interests in three unconsolidated real estate ventures, as well as the elimination of management fees that we previously earned from SSGT II. Over time we expect the SSGT II Merger to be accretive to FFO, as adjusted, primarily as the former SSGT II properties eventually reach higher levels of either physical or economic occupancy or both.

### Comparison of the three months ended September 30, 2023 and 2022

#### Total Self Storage Revenues

Total self storage related revenues for the three months ended September 30, 2023 and 2022 were approximately $54.8 million and $53.2 million, respectively. The increase in total self storage revenues of approximately $1.5 million, or approximately 2.9%, is primarily attributable to an increase in same-store revenues of approximately $1.4 million, and approximately $0.1 million from other non same-store self storage properties.

We expect self storage revenues to increase in future periods as our lease-up or newly acquired properties increase occupancy and/or rates, and to otherwise primarily fluctuate based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things. Additionally, we expect to see increases in self storage revenues from any future acquisitions.

#### Managed REIT Platform Revenues

Managed REIT Platform revenues for the three months ended September 30, 2023 and 2022 were approximately $2.5 million and $2.1 million, respectively. The increase in Managed REIT Platform revenues of approximately $0.5 million is attributable to increased asset management fees generated from SST VI and SSGT III of approximately $0.9 million, and increased property management revenues from the Managed REIT's and JV Properties of approximately $0.3 million, partially offset by reduced acquisition fees of approximately $1.0 million. We expect Managed REIT Platform Revenue to fluctuate commensurate with our Managed REITs' increase in operations and assets under management.

#### Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the three months ended September 30, 2023 and 2022 were approximately $1.4 million and $1.2 million, respectively. Such revenues consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. We expect Reimbursable costs from the Managed REITs to increase in future periods as a result of additional acquisitions by our Managed REITs. We further expect reimbursable costs from Managed REITs to generally fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

#### Property Operating Expenses

Property operating expenses for the three months ended September 30, 2023 and 2022 were approximately $16.3 million (or 29.9% of self storage revenue) and $16.0 million (or 30% of self storage revenue), respectively. Property operating expenses include the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing. The increase in property operating expenses of approximately $0.3 million is largely attributable to increased compensation related expenses, property insurance costs, and property tax. We expect property operating expenses to fluctuate commensurate with inflationary pressures and any future acquisitions.

#### Managed REIT Platform Expenses

Managed REIT Platform expenses for the three months ended September 30, 2023 and 2022 were approximately $1.3 million and $0.7 million, respectively. Such expenses primarily consisted of expenses related to non-reimbursable costs associated with the operation of the Managed REIT Platform and the Administrative Services Agreement (as discussed in Note 10 – Related Party Transactions, of the notes to consolidated financial statements contained in this report). We expect Managed REIT Platform expenses to fluctuate in future periods commensurate with our level of activity related to the Managed REITs.

#### Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the three months ended September 30, 2023 and 2022 were approximately $1.4 million and $1.2 million, respectively. Such expenses consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. We expect reimbursable costs from the Managed REITs to fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

#### General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2023 and 2022 were approximately $6.3 million and $7.3 million, respectively. Such expenses consist primarily of compensation related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs. The decrease is primarily attributable to a reduction in legal costs of approximately $0.5 million and other professional costs of approximately $0.7 million, partially offset by increased brand promotion and transfer agent costs incurred during the three months ended September 30, 2023. We expect general and administrative expenses to decrease as a percentage of total revenues over time.

#### Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended September 30, 2023 and 2022 were approximately $15.2 million and $18.1 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of our in place lease intangible assets resulting from our self storage acquisitions and amortization of certain intangible assets acquired in the Self Administration Transaction. The decrease in depreciation and amortization expense is primarily attributable to the intangible amortization expense of our in place lease intangible assets acquired in the SST IV Merger becoming fully amortized in September 2022.

#### Acquisition Expenses

Acquisition expenses for the three months ended September 30, 2023 and 2022 were approximately $76,000 and $78,000, respectively. These acquisition expenses were incurred prior to acquisitions becoming probable in accordance with our capitalization policy.

#### Contingent Earnout Adjustment

There were no contingent earnout adjustments during the three months ended September 30, 2023. The contingent earnout adjustment for the three months ended September 30, 2022 reflects an increase in the contingent earnout liability of approximately $0.2 million. The third and final tranche of the contingent earnout was earned during the three months ended September 30, 2022, and no future contingent earnout adjustments will be recorded.

#### Equity in earnings (losses) from investments in JV Properties

Losses from our equity method investments in the JV Properties for the three months ended September 30, 2023 and 2022 were approximately $0.3 million and $0.2 million, respectively. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our joint ventures with SmartCentres.

#### Equity in earnings (losses) from investments in Managed REITs

Losses from our equity method investments in the Managed REITs for the three months ended September 30, 2023 and 2022 were approximately $0.4 million and $0.3 million, respectively. Losses from our equity method investments in Managed REITs consists primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III.

#### Other, Net

Other, net for the three months ended September 30, 2023 and 2022 was approximately $0.4 million and $1.7 million of income, respectively. Other, net consists primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency hedges not designated for hedge accounting, and interest income from loans issued to our Managed REITs, and other miscellaneous items. The change of approximately $1.3 million is largely due to unfavorable foreign currency related adjustments of approximately $0.1 million of expense during the three months ended September 30, 2023, compared with favorable foreign currency related adjustments of approximately $0.8 million of income during the three months ended September 30, 2022. The change is also to a lesser extent due to approximately $0.3 million of increased franchise and other tax related expense during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

#### Interest Expense

Interest expense for the three months ended September 30, 2023 and 2022 was approximately $15.9 million and $11.8 million, respectively. Interest expense includes interest expense on our debt, accretion of fair market value adjustments of our debt, amortization of debt issuance costs, and the impact of our interest rate hedging derivatives. The increase of approximately $4.2 million is primarily attributable to an increase in rates on our variable rate debt. We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in interest rates.

#### Income Tax (Expense) Benefit

Income tax for the three months ended September 30, 2023 and 2022 was approximately $1.1 million of benefit and $0.1 million of expense, respectively. Income tax consists primarily of adjustments to deferred tax liabilities, state, federal, and Canadian income tax. The change is primarily due to the removal of a valuation allowance on certain of our deferred tax assets related to our non-capital losses at some of our Canadian properties. We expect our income tax expense to increase in future periods primarily related to our operations in Canada.

### Same-Store Facility Results - three months ended September 30, 2023 and 2022

The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2022, excluding two other properties) for the three months ended September 30, 2023 and 2022. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity.

|  | Same-Store Facilities 2023 | 2022 | % Change | Non Same-Store Facilities 2023 | 2022 | % Change | Total 2023 |  | 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | --- | ---: | ---: | ---: | ---: |
| Revenue (1) | $46,997,969 | $45,635,691 | 3.0% | $5,773,069 | $5,654,518 | N/M | $52,771,038 |  | $51,290,209 | 2.9% |
| Property operating expenses (2) | 14,055,977 | 13,889,686 | 1.2% | 2,260,586 | 2,094,333 | N/M | 16,316,563 |  | 15,984,019 | 2.1% |
| Net operating income | $32,941,992 | $31,746,005 | 3.8% | $3,512,483 | $3,560,185 | N/M | $36,454,475 |  | $35,306,190 | 3.3% |
| Number of facilities | 137 | 137 |  | 16 | 16 |  | 153 |  | 153 |  |
| Rentable square feet (3) | 10,384,940 | 10,366,585 |  | 1,428,145 | 1,428,145 |  | 11,813,085 | (6) | 11,794,730 |  |
| Average physical occupancy (4) | 93.2% | 94.6% | -1.4% | N/M | N/M | N/M | 92.9% |  | 94.2% | -1.3% |
| Annualized rent per occupied square foot (5) | $20.37 | $19.39 | 5.1% | N/M | N/M | N/M | $20.08 |  | $19.22 | 4.5% |

N/M Not meaningful

(1) Revenue includes rental revenue, certain ancillary revenue, administrative and late fees, and excludes Tenant Protection Program revenue.

(2) Property operating expenses excludes corporate general and administrative expenses, interest expense, depreciation, amortization expense, and acquisition expenses.

(3) Of the total rentable square feet, parking represented approximately 1,017,000 square feet as of September 30, 2023 and 2022. On a same-store basis, for the same periods, parking represented approximately 940,000 square feet.

(4) Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period.

(5) Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate. We have excluded the realized rental revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot.

(6) Our San Gabriel Property was excluded from these statistics, as it only began formal operations in October of 2023.

Our same-store revenue increased by approximately $1.4 million, or approximately 3.0%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 due to higher annualized rent per occupied square foot of approximately 5.1%, partially offset by an approximately 1.4% decrease in average occupancy. The increase in property operating expenses is primarily attributable to compensation related expenses, property insurance, and property tax.

The following table presents a reconciliation of net income as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated:

|  | For the Three Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: |
| **Net income** | $2,978,726 | $2,246,524 |
| Adjusted to exclude: |  |  |
| Tenant Protection Program revenue(1) | (1,986,542) | (1,942,462) |
| Managed REIT Platform revenue | (2,517,853) | (2,055,224) |
| Managed REIT Platform expenses | 1,307,006 | 725,599 |
| General and administrative | 6,277,252 | 7,330,245 |
| Depreciation | 13,427,138 | 13,220,916 |
| Intangible amortization expense | 1,731,791 | 4,849,934 |
| Acquisition expenses | 75,933 | 77,813 |
| Contingent earnout adjustment | — | 200,626 |
| Earnings from our equity method investments in the JV Properties | 274,236 | 187,123 |
| Earnings from our equity method investments in Managed REITs | 444,043 | 340,164 |
| Other, net | (432,645) | (1,729,957) |
| Interest expense | 15,925,440 | 11,752,656 |
| Income Tax | (1,050,050) | 102,233 |
| **Total net operating income** | $36,454,475 | $35,306,190 |

(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $1.7 million and $1.7 million of Tenant Protection Program revenue was earned at same-store facilities during the three months ended September 30, 2023 and 2022, respectively, with the remaining approximately $0.3 million and $0.2 million earned at non same-store facilities during the three months ended September 30, 2023 and 2022, respectively.

### Comparison of the nine months ended September 30, 2023 and 2022

#### Total Self Storage Revenues

Total self storage related revenues for the nine months ended September 30, 2023 and 2022 were approximately $162.1 million and $146.8 million, respectively. The increase in total self storage revenues of approximately $15.2 million, or approximately 10%, is primarily attributable to an increase in same-store revenues of approximately $7.4 million, an increase in revenue from the ten operating self storage facilities acquired on June 1, 2022 in connection with the SSGT II Merger (approximately $6.8 million), and approximately $1.0 million from other non same-store self storage properties.

We expect self storage revenues to increase in future periods as our lease-up or newly acquired properties increase occupancy and/or rates, and to otherwise primarily fluctuate based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things. Additionally, we expect to see increases in self storage revenues from any future acquisitions.

#### Managed REIT Platform Revenues

Managed REIT Platform revenues for the nine months ended September 30, 2023 and 2022 were approximately $9.1 million and $5.9 million, respectively. The increase in Managed REIT Platform revenues of approximately $3.2 million is primarily attributable to increased asset management and property management fees generated from SST VI and SSGT III of approximately $2.9 million, and increased acquisition fees generated from SST VI and SSGT III of approximately $1.1 million, partially offset by reduced SSGT II property management and asset management fees due to the SSGT II Merger. We expect Managed REIT Platform Revenue to fluctuate commensurate with our Managed REITs' increase in operations and assets under management.

#### Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the nine months ended September 30, 2023 and 2022 were approximately $4.2 million and $3.5 million, respectively. Such revenues consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. We expect Reimbursable costs from Managed REITs to increase in future periods as a result of additional acquisitions by the Managed REITs. We further expect reimbursable costs from Managed REITs to generally fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

#### Property Operating Expenses

Property operating expenses for the nine months ended September 30, 2023 and 2022 were approximately $49.3 million (or 30.4% of self storage revenue) and $42.7 million (or 29.1% of self storage revenue), respectively. Property operating expenses include the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing. The increase in property operating expenses is largely attributable increased compensation related expenses, property insurance costs, and property tax. We expect property operating expenses to fluctuate commensurate with inflationary pressures and any future acquisitions.

#### Managed REIT Platform Expenses

Managed REIT Platform expenses for the nine months ended September 30, 2023 and 2022 were approximately $2.5 million and $1.7 million, respectively. Such expenses primarily consisted of expenses related to non-reimbursable costs associated with the operation of the Managed REIT Platform and the Administrative Services Agreement (as discussed in Note 10 – Related Party Transactions, of the notes to consolidated financial statements contained in this report). We expect Managed REIT Platform expenses to fluctuate in future periods commensurate with our level of activity related to the Managed REITs.

#### Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the nine months ended September 30, 2023 and 2022 were approximately $4.2 million and $3.5 million, respectively. Such expenses consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. We expect reimbursable costs from the Managed REITs to fluctuate commensurate with the Managed REITs' increase in operations as we receive reimbursement for providing such services.

#### General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2023 and 2022 were approximately $20.0 million and $21.1 million, respectively. Such expenses consist primarily of compensation related costs, legal expenses, accounting expenses, brand promotion costs, transfer agent fees, directors and officers’ insurance expense and board of directors related costs. The decrease is primarily attributable to a reduction in legal costs related to offering costs of approximately $1.0 million which were expensed during the nine months ended September 30, 2022, and a reduction in other professional costs of approximately $0.7 million, partially offset by increased brand promotion costs and compensation related expenses incurred during the nine months ended September 30, 2023. We expect general and administrative expenses to decrease as a percentage of total revenues over time.

#### Depreciation and Amortization Expenses

Depreciation and amortization expenses for the nine months ended September 30, 2023 and 2022 were approximately $45.6 million and $49.4 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of our in place lease intangible assets resulting from our self storage acquisitions and amortization of certain intangible assets acquired in the Self Administration Transaction. The decrease in depreciation and amortization expense is primarily attributable to intangible amortization expense of our in place lease intangible assets acquired in the SST IV Merger becoming fully amortized in September 2022, partially offset by additional depreciation and amortization related to the properties acquired in the SSGT II Merger.

#### Acquisition Expenses

Acquisition expenses for the nine months ended September 30, 2023 and 2022 were approximately $0.1 million and $0.8 million, respectively. These acquisition expenses were incurred prior to acquisitions becoming probable in accordance with our capitalization policy.

#### Contingent Earnout Adjustment

There were no contingent earnout adjustments during the nine months ended September 30, 2023 . The contingent earnout adjustment for the nine months ended September 30, 2022 reflects an increase in the contingent earnout liability of approximately $1.5 million. The third and final tranche of the contingent earnout was earned during the nine months ended September 30, 2022, and no future contingent earnout adjustments will be recorded.

#### Write-off of Equity Interest and Preexisting Relationships Upon Acquisition of Control

Write-off of equity interest and preexisting relationships upon acquisition of control for the nine months ended September 30, 2023 and 2022 was none and approximately $2.0 million, respectively. Such expense represents the Company’s write-off of the intangible assets related to the SSGT II advisory agreement and property management contracts due to the termination of such contracts as a result of the SSGT II Merger.

#### Gain On Equity Interests Upon Acquisition

Gain on equity interests upon acquisition for the nine months ended September 30, 2023 and 2022 was none and approximately $16.1 million, respectively. The gain was related to recording the fair value of our preexisting special limited partnership interest in SSGT II in connection with the SSGT II Merger.

#### Equity in earnings (losses) from investments in JV Properties

Losses from our equity method investments in the JV Properties for the nine months ended September 30, 2023 and 2022 were approximately $1.2 million and $0.6 million, respectively. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our joint ventures with SmartCentres.

#### Equity in earnings (losses) from investments in Managed REITs

Losses from our equity method investments in the Managed REITs for the nine months ended September 30, 2023 and 2022 were approximately $0.9 million and $0.6 million, respectively. Losses from our equity method investments in Managed REITs consists primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III.

#### Other, Net

Other, net for the nine months ended September 30, 2023 and 2022 was approximately $2.4 million and $1.4 million of income, respectively. Other, net consists primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency hedges not designated for hedge accounting, and interest income from loans issued to our Managed REITs, and other miscellaneous items. The change of approximately $1.0 million is largely due to increased interest income from our loans to SSGT III and SST VI, as such investments increased year over year, slightly offset by unfavorable foreign currency related adjustments and increased franchise and other tax related expense.

#### Interest Expense

Interest expense for the nine months ended September 30, 2023 and 2022 was approximately $45.5 million and $28.2 million, respectively. Interest expense includes interest expense on our debt, accretion of fair market value adjustments of our debt, amortization of debt issuance costs, and the impact of our interest rate hedging derivatives. The increase of approximately $17.4 million is primarily attributable to an increase in rates on our variable rate debt. We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in interest rates.

#### Net Loss on Extinguishment of Debt

Net loss on extinguishment of debt for the nine months ended September 30, 2023 and 2022 were none and approximately $2.4 million, respectively. The net loss on debt extinguishment for the nine months ended September 30,

2022 is attributable to the write-off of unamortized debt issuance costs and debt defeasance costs for the Midland North Carolina CMBS Loan which was defeased on May 19, 2022.

#### Income Tax (Expense) Benefit

Income tax for the nine months ended September 30, 2023 and 2022 was approximately $0.9 million of benefit and $0.4 million of benefit, respectively. Income tax consists primarily of adjustments to deferred tax liabilities, state, federal, and Canadian income tax. The change is primarily due to the release of a valuation allowance on certain of our deferred tax assets related to our non-capital losses at some of our Canadian properties. We expect our income tax expense to increase in future periods primarily related to our operations in Canada.

### Same-Store Facility Results - nine months ended September 30, 2023 and 2022

The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2022, excluding two other properties) for the nine months ended September 30, 2023 and 2022. We consider the following data to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity.

|  | Same-Store Facilities 2023 | 2022 | % Change | Non Same-Store Facilities 2023 | 2022 | % Change | Total 2023 |  | 2022 | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | --- | ---: | ---: | ---: | ---: |
| Revenue (1) | $139,238,159 | $131,824,735 | 5.6% | $17,018,485 | $9,475,656 | N/M | $156,256,644 |  | $141,300,391 | 10.6% |
| Property operating expenses (2) | 42,593,057 | 39,029,073 | 9.1% | 6,739,801 | 3,697,502 | N/M | 49,332,858 |  | 42,726,575 | 15.5% |
| Net operating income | $96,645,102 | $92,795,662 | 4.1% | $10,278,684 | $5,778,154 | N/M | $106,923,786 |  | $98,573,816 | 8.5% |
| Number of facilities | 137 | 137 |  | 16 | 16 |  | 153 |  | 153 |  |
| Rentable square feet (3) | 10,384,940 | 10,366,585 |  | 1,428,145 | 1,428,145 |  | 11,813,085 | (6) | 11,794,730 |  |
| Average physical occupancy (4) | 93.2% | 95.0% | -1.8% | N/M | N/M | N/M | 92.8% |  | 94.4% | -1.6% |
| Annualized rent per occupied square foot (5) | $20.07 | $18.55 | 8.2% | N/M | N/M | N/M | $19.82 |  | $18.45 | 7.4% |

N/M Not meaningful

(1) Revenue includes rental revenue, certain ancillary revenue, administrative and late fees, and excludes Tenant Protection Program revenue.

(2) Property operating expenses excludes corporate general and administrative expenses, interest expense, depreciation, amortization expense, and acquisition expenses.

(3) Of the total rentable square feet, parking represented approximately 1,017,000 square feet as of September 30, 2023 and 2022. On a same-store basis, for the same periods, parking represented approximately 940,000 square feet.

(4) Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period.

(5) Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate. We have excluded the realized rental revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot.

(6) Our San Gabriel Property was excluded from these statistics, as it only began formal operations in October of 2023.

Our same-store revenue increased by approximately $7.4 million, or approximately 5.6%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to higher annualized rent per occupied square foot of approximately 8.2%, partially offset by an approximately 1.8% decrease in average occupancy. The increase in property operating expenses is primarily attributable to compensation related expenses, property insurance, and property tax.

The following table presents a reconciliation of net income as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated:

|  | For the Nine Months Ended September 30, 2023 | 2022 |
| --- | ---: | ---: |
| **Net income (loss)** | $9,290,680 | $19,529,105 |
| Adjusted to exclude: |  |  |
| Tenant Protection Program revenue(1) | (5,826,422) | (5,533,667) |
| Managed REIT Platform revenue | (9,115,093) | (5,877,454) |
| Managed REIT Platform expenses | 2,538,073 | 1,732,710 |
| General and administrative | 19,995,770 | 21,114,475 |
| Depreciation | 40,075,331 | 36,155,008 |
| Intangible amortization expense | 5,487,187 | 13,222,791 |
| Acquisition expenses | 118,229 | 780,684 |
| Contingent earnout adjustment | — | 1,514,447 |
| Write-off of equity interest and preexisting relationships upon acquisition of control | — | 2,049,682 |
| Gain on equity interest upon acquisition | — | (16,101,237) |
| Equity in earnings (losses) from investments in JV Properties | 1,215,114 | 611,526 |
| Equity in earnings (losses) from investments in Managed REITs | 893,793 | 647,548 |
| Other, net | (2,376,138) | (1,444,061) |
| Interest expense | 45,533,886 | 28,181,026 |
| Net loss on extinguishment of debt | — | 2,393,475 |
| Income tax expense | (906,624) | (402,242) |
| **Total net operating income** | $106,923,786 | $98,573,816 |

(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $5.1 million and $5.1 million of Tenant Protection Program revenue was earned at same-store facilities during the nine months ended September 30, 2023 and 2022, respectively, with the remaining approximately $0.7 million and $0.4 million earned at non same-store facilities during the nine months ended September 30, 2023 and 2022, respectively.

### Non-GAAP Financial Measures

#### Funds from Operations

Funds from operations (“FFO”), is a non-GAAP financial metric promulgated by the National Association of Real Estate Investment Trusts (NAREIT) that we believe is an appropriate supplemental measure to reflect our operating performance. We define FFO consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, or the White Paper. The White Paper defines FFO as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and real estate related asset impairment write downs, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Additionally, gains and losses from change in control are excluded from the determination of FFO. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. Our FFO calculation complies with NAREIT’s policy described above.

#### FFO, as Adjusted

We use FFO, as adjusted, as an additional non-GAAP financial measure to evaluate our operating performance. FFO, as adjusted, provides investors with supplemental performance information that is consistent with the performance models and analysis used by management. In addition, FFO, as adjusted, is a measure used among our peer group, which includes publicly traded REITs. Further, we believe FFO, as adjusted, is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.

In determining FFO, as adjusted, we make further adjustments to the NAREIT computation of FFO to exclude the effects of non-real estate related asset impairments and intangible amortization, acquisition related costs, other write-offs incurred in connection with acquisitions, contingent earnout expenses, accretion of fair value of debt adjustments, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which we believe are not indicative of our overall long-term operating performance. We exclude these items from GAAP net income (loss) to arrive at FFO, as adjusted, as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our continuing operating portfolio performance over time, which in any respective period may experience fluctuations in such acquisition, merger or other similar activities that are not of a long-term operating performance nature. FFO, as adjusted, also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use FFO, as adjusted, as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies.

Presentation of FFO and FFO, as adjusted, is intended to provide useful information to investors as they compare the operating performance of different REITs. However, not all REITs calculate FFO and FFO, as adjusted, the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and FFO, as adjusted, are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and FFO, as adjusted, should be reviewed in conjunction with other measurements as an indication of our performance.

The following is a reconciliation of net loss (attributable to common stockholders), which is the most directly comparable GAAP financial measure, to FFO and FFO, as adjusted (attributable to common stockholders), and FFO and FFO, as adjusted (attributable to common stockholders and OP unit holders) for each of the periods presented below:

|  | Three Months Ended September 30, 2023 | Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2023 | Nine Months Ended September 30, 2022 |
| --- | ---: | ---: | ---: | ---: |
| Net income (loss) (attributable to common stockholders) | $(635,803) | $(1,270,207) | $(1,632,362) | $7,651,780 |
| Add: |  |  |  |  |
| Depreciation of real estate | 13,164,070 | 12,938,956 | 39,331,373 | 35,420,113 |
| Amortization of real estate related intangible assets | 1,658,610 | 4,776,068 | 5,267,854 | 12,722,904 |
| Depreciation and amortization of real estate and intangible assets from unconsolidated entities | 648,974 | 411,257 | 1,748,233 | 1,069,986 |
| Deduct: |  |  |  |  |
| Gain on equity interests upon acquisition (1) | — | — | — | (16,101,237) |
| Adjustment for noncontrolling interests (2) | (1,812,157) | (1,973,133) | (5,411,372) | (3,514,091) |
| **FFO (attributable to common stockholders)** | **$13,023,694** | **$14,882,941** | **$39,303,726** | **$37,249,455** |
| Other Adjustments: |  |  |  |  |
| Intangible amortization expense - contracts (3) | 73,181 | 73,866 | 219,333 | 499,887 |
| Acquisition expenses (4) | 75,933 | 77,813 | 118,229 | 780,684 |
| Acquisition expenses and foreign currency losses, net from unconsolidated entities | (26,568) | 70,634 | 93,606 | 122,590 |
| Casualty loss due to hurricane | — | 350,000 | — | 350,000 |
| Contingent earnout adjustment (5) | — | 200,626 | — | 1,514,447 |
| Write-off of equity interest and preexisting relationships upon acquisition of control | — | — | — | 2,049,682 |
| Accretion of fair market value of secured debt | 3,230 | 3,230 | 9,689 | (38,968) |
| Net loss on extinguishment of debt (6) | — | — | — | 2,393,475 |
| Foreign currency and interest rate derivative (gains) losses, net (7) | 95,852 | (808,077) | (226,507) | (731,805) |
| Adjustment to deferred tax assets and liabilities (3) | (1,342,137) | (116,213) | (1,527,275) | (915,336) |
| Offering related expenses (8) | — | 95,243 | — | 1,483,003 |
| Adjustment for noncontrolling interests in our Operating Partnership (2) | 131,366 | 30,953 | 154,553 | (845,727) |
| **FFO, as adjusted (attributable to common stockholders)** | **$12,034,551** | **$14,861,016** | **$38,145,354** | **$43,911,387** |
| FFO (attributable to common stockholders) | $13,023,694 | $14,882,941 | $39,303,726 | $37,249,455 |
| Net income attributable to the noncontrolling interests in our Operating Partnership | 359,862 | 128,223 | 1,097,021 | 2,290,186 |
| Adjustment for noncontrolling interests in our Operating Partnership(2) | 1,812,157 | 1,973,133 | 5,411,372 | 3,514,091 |
| **FFO (attributable to common stockholders and OP unit holders)** | **$15,195,713** | **$16,984,297** | **$45,812,119** | **$43,053,732** |
| FFO, as adjusted (attributable to common stockholders) | $12,034,551 | $14,861,016 | $38,145,354 | $43,911,387 |
| Net income attributable to the noncontrolling interests in our Operating Partnership | 359,862 | 128,223 | 1,097,021 | 2,290,186 |
| Adjustment for noncontrolling interests in our Operating Partnership(2) | 1,680,791 | 1,942,180 | 5,256,819 | 4,359,818 |
| **FFO, as adjusted (attributable to common stockholders and OP unit holders)** | **$14,075,204** | **$16,931,419** | **$44,499,194** | **$50,561,391** |

(1) This gain relates to the mark up in fair value of our preexisting equity interests in SSGT II as a result of our acquisition of control in the SSGT II Merger.

(2) This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to our noncontrolling interests.

(3) These items represent the amortization, accretion, or adjustment of intangible assets or deferred tax assets and liabilities.

(4) This represents acquisition expenses associated with investments in real estate that were incurred prior to the acquisitions becoming probable and therefore not capitalized in accordance with our capitalization policy.

(5) The contingent earnout adjustment represents the adjustment to the fair value during the period of the Class A-2 Units issued in connection with the self administration transaction.

(6) The net loss associated with the extinguishment of debt includes prepayment penalties, defeasance costs, the write-off of unamortized deferred financing fees, and other fees incurred.

(7) This represents the mark-to-market adjustment for our derivative instruments not designated for hedge accounting and the ineffective portion of the change in fair value of derivatives recognized in earnings, as well as changes in foreign currency related to our foreign equity investments not classified as long term.

(8) Such costs relate to our filing of an S-11 registration statement and our pursuit of a potential offering of our common stock. As this item is non-recurring and not a primary driver in our decision-making process, FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.

FFO, as adjusted declined compared to the same period in the prior year primarily as a result of increased interest expense. The reduction was partially offset by increased property net operating income, and to a lesser extent, increased interest income from loans to our Managed REITs.

### Cash Flows

A comparison of cash flows for operating, investing and financing activities for the nine months ended September 30, 2023 and 2022 is as follows:

| Net cash flow provided by (used in): | Nine Months Ended September 30, 2023 | September 30, 2022 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $68,713,232 | $69,774,065 | $(1,060,833) |
| Investing activities | 3,488,376 | (173,524,492) | 177,012,868 |
| Financing activities | (74,211,900) | 110,385,196 | (184,597,096) |

Cash flows provided by operating activities for the nine months ended September 30, 2023 and 2022 were approximately $68.7 million and $69.8 million, respectively, a decrease of approximately $1.1 million. The decrease in cash provided by our operating activities is primarily the result of a decrease of approximately $1.9 million in net income when excluding the impact of non-cash items.

Cash flows provided by investing activities for the nine months ended September 30, 2023 were approximately $3.5 million, and cash flows used by investing activities for the nine months ended September 30, 2022 were approximately $173.5 million, a change of approximately $177.0 million. The reduction in cash used in investing activities primarily relates to net cash inflows of $32.5 million compared to net cash outflows of $18.2 million related to our investments in the Managed REITs during the nine months ended September 30, 2023 and 2022, respectively. Additionally, there were approximately $15.6 million of cash outflows used during the nine months ended September 30, 2023 to acquire real estate, compared to approximately $138.1 million used during the nine months ended September 30, 2022 to acquire real estate and to complete the SSGT II Merger.

Cash flows used in financing activities for the nine months ended September 30, 2023 were approximately $74.2 million, and cash flows provided by financing activities for the nine months ended September 30, 2022 were approximately $110.4 million, a change of approximately $184.6 million. The change in financing activities is primarily attributable to debt borrowings, net of paydowns which used approximately $14.0 million of cash during the nine months ended September 30, 2023 compared to approximately $166.9 million of cash provided during the nine months ended September 30, 2022.

### Liquidity and Capital Resources

### Short-Term Liquidity and Capital Resources

Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, property developments and improvements, investments in our Managed REITs, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification. We generally expect that we will meet our short-term liquidity requirements from the combination of existing cash balances and net cash provided from property operations and the Managed REIT Platform and further supported by our Credit Facility. Alternatively, we may issue additional secured or unsecured financing from banks or other lenders, or we may enter into various other forms of financing.

In April 2022, we received our initial investment grade credit rating of BBB- from Kroll Bond Rating Agency, Inc. In accordance with the Note Purchase Agreement, we intend to maintain a credit rating on an annual basis. This rating was reaffirmed by Kroll in April 2023.

Volatility in the debt and equity markets and continued and/or further impact of rising interest rates, inflation and other economic events will depend on future developments, which are highly uncertain. While we do not expect such events to have a material impact upon our liquidity in the short-term, continued uncertainty or deterioration in the debt and equity markets over an extended period of time could potentially impact our liquidity over the long-term. Additionally, our Credit Facility contains a borrowing base requirement, which is impacted by treasury rates. Increases to treasury rates could negatively impact our borrowing base calculation and otherwise limit our ability to borrow pursuant to the Credit Facility.

### Distribution Policy and Distributions

#### Preferred Stock Dividends

The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum, which accrues daily but is payable quarterly in arrears. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is either converted or repurchased in full.

#### Common Stock Distributions

On August 22, 2023, our board of directors declared a distribution rate for the month of September 2023 of approximately $0.04932 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on September 30, 2023. Such distributions payable to each stockholder of record will be paid the following month.

On September 27, 2023, our board of directors declared a distribution rate for the month of October 2023 of approximately $0.05096 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on October 31, 2023. Such distributions payable to each stockholder of record will be paid the following month.

#### Background and History of Common Stock Distributions

Since substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions. The terms of the Series A Convertible Preferred Stock place certain restrictions on our ability to pay distributions to our common stockholders. In general, we are prohibited from paying distributions to our common stockholders other than regular cash dividends on a basis consistent with past practice and dividends payable in shares of common stock in connection with an initial listing of such shares. Accordingly, we are presently only permitted to pay cash distributions, which may be reinvested in stock pursuant to our DRP, unless otherwise approved by the holder of the Series A Convertible Preferred Stock. Absent the foregoing restrictions, our charter allows our board of directors to authorize payments to stockholders in cash or other assets of the Company or in stock, including in stock of one class payable to holders of stock of another class.

We may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt or other financing sources.

Distributions are paid to our common stockholders based on the record date selected by our board of directors. Such distributions are based on daily declaration. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions are authorized at the discretion of our board of directors, which are directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Absent the restrictions noted above, our board of directors may increase, decrease or eliminate the distribution rate that is being paid on our common stock at any time. Distributions are made on all classes of our common stock at the same time. The funds that are available for distribution may be affected by a number of factors, including the following:

- our operating and interest expenses;
- our ability to keep our properties occupied;
- our ability to maintain or increase rental rates;
- increases to our property operating expenses
- construction defects or capital improvements;
- capital expenditures and reserves for such expenditures;
- the issuance of additional shares;
- financings and refinancings; and
- dividends with respect to the outstanding shares of our Series A Convertible Preferred Stock.

The following shows our distributions paid and the sources of such distributions for the respective periods presented:

|  | Nine Months Ended September 30, 2023 |  | Nine Months Ended September 30, 2022 |  |
| --- | ---: | ---: | ---: | ---: |
| Distributions paid in cash — common stockholders | $31,894,638 |  | $34,911,540 |  |
| Distributions paid in cash — noncontrolling interests | 6,735,992 |  | 5,264,528 |  |
| Distributions paid in cash — preferred stockholders | 9,349,315 |  | 9,349,315 |  |
| Distributions reinvested | 11,875,479 |  | 5,243,398 |  |
| Total distributions | $59,855,424 |  | $54,768,781 |  |
| Source of distributions |  |  |  |  |
| Cash flows provided by operations | $59,855,424 | 100% | $54,768,781 | 100% |
| Total sources | $59,855,424 | 100% | $54,768,781 | 100% |

From our inception through September 30, 2023, we paid cumulative distributions of approximately $380.6 million, of which approximately $304.3 million were paid to common stockholders, as compared to cumulative FFO (attributable to common stockholders) of approximately $107.8 million.

For the nine months ended September 30, 2023, we paid distributions of approximately $59.9 million, of which approximately $43.8 million were paid to common stockholders, as compared to FFO (attributable to common stockholders) of approximately $39.3 million.

For the nine months ended September 30, 2022, we paid distributions of approximately $54.8 million, of which approximately $40.1 million were paid to common stockholders, as compared to FFO (attributable to common stockholders) of approximately $37.2 million.

The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.

We may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from available funds or from debt financing and pursuant to our distribution reinvestment plan. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

### Indebtedness

As of September 30, 2023, our net debt was approximately $1,055 million, which included approximately $441 million in fixed rate debt and approximately $618 million in variable rate debt, less approximately $0.1 million in debt discount and approximately $3.7 million in net debt issuance costs. See Note 5 – Debt, of the Notes to the Consolidated Financial Statements contained in this report for more information about our indebtedness.

Additionally, we are party to a master mortgage commitment agreement (the “SmartCentres Financing”) with SmartCentres Storage Finance LP (the “SmartCentres Lender”). The SmartCentres Lender is an affiliate of SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), that owns the other 50% of our unconsolidated real estate joint ventures located in the Greater Toronto Area of Canada. As of September 30, 2023, approximately $124.2 million CAD or approximately $91.4 million in USD, was outstanding on the SmartCentres Financings. The proceeds of the SmartCentres Financing have been and will be used to finance the development and construction of the SmartCentres joint venture properties. See Note 4 – Investments in Unconsolidated Real Estate Ventures, of the Notes to the Consolidated Financial Statements contained in this report for additional information regarding the SmartCentres Financing.

### Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, investments in our Managed REITs, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification.

Long-term potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments, undistributed funds from operations, and additional public or private offerings. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.

Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. The expected timing of those outstanding principal payments are shown in the table below. The information in this section should be read in conjunction with Note 5 – Debt, and Note 12 – Commitments and Contingencies, of the Notes to the Consolidated Financial Statements contained within this report.

The following table presents the future principal payment requirements on outstanding debt as of September 30, 2023 :

|  |  |
| --- | ---: |
| 2023 | $674,385 |
| 2024 | 370,936,183 |
| 2025 | 2,869,187 |
| 2026 | 341,916,100 |
| 2027 | 48,105,557 |
| 2028 and thereafter | 294,500,000 |
| Total payments | $1,059,001,412 |

As of September 30, 2023, pursuant to various contractual relationships, we are required to make other non-cancellable payments in the amounts of approximately $2.1 million and $2.6 million during the years ending December 31, 2023 and 2024, respectively.

As of September 30, 2023, pursuant to the SSGT III Mezzanine Loan we were potentially required to fund an additional $9.5 million in debt to SSGT III, at the option of the borrower. See Note 10 – Related Party Transactions, of the Notes to the Consolidated Financial Statements for more information about our obligations under these agreements.

For cash requirements related to potential acquisitions currently under contract, please see Note 3 – Real Estate Facilities and Note 4 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements.

### Subsequent Events

Please see Note 14 – Subsequent Events of the Notes to the Consolidated Financial Statements contained in this report.

### Seasonality

We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.

## Market risk

As filed, 4,411 characters.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk and to a lesser extent, foreign currency risk. We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

As of September 30, 2023, our net debt was approximately $1,055 million, which included approximately $441 million in fixed rate debt and approximately $618 million in variable rate debt, less approximately $0.1 million in debt discount and approximately $3.7 million in net debt issuance costs. As of December 31, 2022, our net debt was approximately $1,068 million, which included approximately $443 million in fixed rate debt, approximately $630 million in variable rate debt and approximately $0.1 million in net debt premium less approximately $4.5 million in net debt issuance costs. Our debt instruments were entered into for other than trading purposes.

Changes in interest rates have different impacts on the fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on variable debt could impact the interest incurred and cash flows and its fair value. If the underlying rate of the related index on our variable rate debt were to increase by 100 basis points, the increase in interest, net of our interest rate derivatives, would decrease future earnings and cash flows by approximately $2.3 million annually.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

The following table summarizes annual debt maturities and average interest rates on our outstanding debt as of September 30, 2023:

|  | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Fixed rate debt | $674,385 | $2,734,895 | $2,869,187 | $91,916,100 | $48,105,557 | $294,500,000 | $440,800,124 |
| Average interest rate(1) | 4.69% | 4.69% | 4.69% | 4.77% | 4.93% | 5.07% |  |
| Variable rate debt | $— | $368,201,288 | $— | $250,000,000 | $— | $— | $618,201,288 |
| Average interest rate(1) | 7.04% | 7.02% | 7.01% | 7.01% | N/A | N/A |  |

(1) Interest expense for fixed rate debt was calculated based upon the contractual rate and the interest expense on variable rate debt was calculated based on the rate in effect on September 30, 2023, excluding the impact of interest rate derivatives. (See Note 5 – Debt for additional information.) Debt denominated in foreign currency has been converted based on the rate in effect as of September 30, 2023.

Currently, our only foreign exchange rate risk comes from our Canadian properties and the Canadian Dollar (“CAD”). Our existing foreign currency hedges mitigate most of our foreign currency exposure of our net CAD denominated investments; however, we generate all of our revenues and expend essentially all of our operating expenses and third party CAD-denominated debt service costs related to our Canadian Properties in CAD. As a result of fluctuations in currency exchange, our cash flows and results of operations could be affected.

## Controls and procedures

As filed, 1,361 characters.

### Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

### Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 139 characters.

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022.

Filed Nov 14, 2023.
Source: SEC EDGAR, the filing index for accession 0000950170-23-063581. Last ingested by Listed: Oct 24, 2026, 15:14 ET. No prices; not investment advice.