Maryland | 46-5053858 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large Accelerated Filer ☒ | Accelerated Filer ☐ | |
Non-accelerated Filer ☐ | Smaller Reporting Company ☐ | |
Emerging Growth Company ☐ |
NATIONAL STORAGE AFFILIATES TRUST | ||
TABLE OF CONTENTS | ||
FORM 10-Q | ||
Page | ||
PART I. FINANCIAL INFORMATION | ||
ITEM 1. | Financial Statements | |
Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017 (Unaudited) | ||
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2017 (Unaudited) | ||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2018 and 2017 (Unaudited) | ||
Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2018 (Unaudited) | ||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (Unaudited) | ||
Notes to the Condensed Consolidated Financial Statements (Unaudited) | ||
ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | |
ITEM 4. | Controls and Procedures | |
PART II. OTHER INFORMATION | ||
ITEM 1. | Legal Proceedings | |
ITEM 1A. | Risk Factors | |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
ITEM 3. | Defaults Upon Senior Securities | |
ITEM 4. | Mine Safety Disclosures | |
ITEM 5. | Other Information | |
ITEM 6. | Exhibits | |
Signatures |
March 31, | December 31, | ||||||
2018 | 2017 | ||||||
ASSETS | |||||||
Real estate | |||||||
Self storage properties | $ | 2,411,453 | $ | 2,275,233 | |||
Less accumulated depreciation | (188,407 | ) | (170,358 | ) | |||
Self storage properties, net | 2,223,046 | 2,104,875 | |||||
Cash and cash equivalents | 15,262 | 13,366 | |||||
Restricted cash | 2,929 | 3,041 | |||||
Debt issuance costs, net | 1,943 | 2,185 | |||||
Investment in unconsolidated real estate venture | 90,092 | 89,093 | |||||
Other assets, net | 58,637 | 52,615 | |||||
Assets held for sale | — | 1,555 | |||||
Total assets | $ | 2,391,909 | $ | 2,266,730 | |||
LIABILITIES AND EQUITY | |||||||
Liabilities | |||||||
Debt financing | $ | 1,069,600 | $ | 958,097 | |||
Accounts payable and accrued liabilities | 24,079 | 24,459 | |||||
Deferred revenue | 13,542 | 12,687 | |||||
Total liabilities | 1,107,221 | 995,243 | |||||
Commitments and contingencies (Note 11) | |||||||
Equity | |||||||
Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 6,900,000 issued and outstanding at March 31, 2018 and December 31, 2017, at liquidation preference | 172,500 | 172,500 | |||||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 shares authorized, 50,438,731 and 50,284,934 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 504 | 503 | |||||
Additional paid-in capital | 700,762 | 711,467 | |||||
Distributions in excess of earnings | (61,956 | ) | (55,729 | ) | |||
Accumulated other comprehensive income | 17,485 | 12,282 | |||||
Total shareholders' equity | 829,295 | 841,023 | |||||
Noncontrolling interests | 455,393 | 430,464 | |||||
Total equity | 1,284,688 | 1,271,487 | |||||
Total liabilities and equity | $ | 2,391,909 | $ | 2,266,730 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
REVENUE | |||||||
Rental revenue | $ | 72,011 | $ | 57,844 | |||
Other property-related revenue | 2,321 | 1,881 | |||||
Management fees and other revenue | 2,161 | 1,838 | |||||
Total revenue | 76,493 | 61,563 | |||||
OPERATING EXPENSES | |||||||
Property operating expenses | 25,226 | 19,749 | |||||
General and administrative expenses | 8,306 | 7,181 | |||||
Depreciation and amortization | 21,368 | 18,683 | |||||
Total operating expenses | 54,900 | 45,613 | |||||
Income from operations | 21,593 | 15,950 | |||||
OTHER (EXPENSE) INCOME | |||||||
Interest expense | (9,635 | ) | (7,471 | ) | |||
Equity in losses of unconsolidated real estate venture | (52 | ) | (785 | ) | |||
Acquisition costs | (180 | ) | (144 | ) | |||
Non-operating expense | (84 | ) | (52 | ) | |||
Gain on sale of self storage properties | 474 | — | |||||
Other expense | (9,477 | ) | (8,452 | ) | |||
Income before income taxes | 12,116 | 7,498 | |||||
Income tax expense | (143 | ) | (317 | ) | |||
Net income | 11,973 | 7,181 | |||||
Net income attributable to noncontrolling interests | (1,513 | ) | (6,626 | ) | |||
Net income attributable to National Storage Affiliates Trust | 10,460 | 555 | |||||
Distributions to preferred shareholders | (2,588 | ) | — | ||||
Net income attributable to common shareholders | $ | 7,872 | $ | 555 | |||
Earnings (loss) per share - basic | $ | 0.16 | $ | 0.01 | |||
Earnings (loss) per share - diluted | $ | 0.09 | $ | 0.01 | |||
Weighted average shares outstanding - basic | 50,299 | 43,401 | |||||
Weighted average shares outstanding - diluted | 99,935 | 43,401 | |||||
Dividends declared per common share | $ | 0.28 | $ | 0.24 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 11,973 | $ | 7,181 | |||
Other comprehensive income | |||||||
Unrealized gain on derivative contracts | 8,990 | 1,613 | |||||
Reclassification of other comprehensive loss to interest expense | 49 | 770 | |||||
Other comprehensive income | 9,039 | 2,383 | |||||
Comprehensive income | 21,012 | 9,564 | |||||
Comprehensive income attributable to noncontrolling interests | (5,004 | ) | (7,586 | ) | |||
Comprehensive income attributable to National Storage Affiliates Trust | $ | 16,008 | $ | 1,978 |
Accumulated | |||||||||||||||||||||||||||||||||
Additional | Distributions | Other | |||||||||||||||||||||||||||||||
Preferred Shares | Common Shares | Paid-in | In Excess Of | Comprehensive | Noncontrolling | Total | |||||||||||||||||||||||||||
Number | Amount | Number | Amount | Capital | Earnings | Income | Interests | Equity | |||||||||||||||||||||||||
Balances, December 31, 2017 | 6,900,000 | $ | 172,500 | 50,284,934 | $ | 503 | $ | 711,467 | $ | (55,729 | ) | $ | 12,282 | $ | 430,464 | $ | 1,271,487 | ||||||||||||||||
OP equity issued for property acquisitions: | |||||||||||||||||||||||||||||||||
Series A-1 preferred units, OP units and subordinated performance units, net of offering costs | — | — | — | — | — | — | — | 22,403 | 22,403 | ||||||||||||||||||||||||
Redemptions of OP units | — | — | 145,334 | 1 | 1,921 | — | 51 | (1,973 | ) | — | |||||||||||||||||||||||
Effect of changes in ownership for consolidated entities | — | — | — | — | (12,621 | ) | — | (396 | ) | 13,017 | — | ||||||||||||||||||||||
Issuance of OP units | — | — | — | — | — | — | — | 5 | 5 | ||||||||||||||||||||||||
Equity-based compensation expense | — | — | — | — | 70 | — | — | 797 | 867 | ||||||||||||||||||||||||
Issuance of restricted common shares | — | — | 12,311 | — | — | — | — | — | — | ||||||||||||||||||||||||
Vesting and forfeitures of restricted common shares, net | — | — | (3,848 | ) | — | (75 | ) | — | — | — | (75 | ) | |||||||||||||||||||||
Reduction in receivables from partners of the operating partnership | — | — | — | — | — | — | — | 191 | 191 | ||||||||||||||||||||||||
Preferred share dividends | — | — | — | — | — | (2,588 | ) | — | — | (2,588 | ) | ||||||||||||||||||||||
Common share dividends | — | — | — | — | — | (14,099 | ) | — | — | (14,099 | ) | ||||||||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | — | (14,515 | ) | (14,515 | ) | ||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | 5,548 | 3,491 | 9,039 | ||||||||||||||||||||||||
Net income | — | — | — | — | — | 10,460 | — | 1,513 | 11,973 | ||||||||||||||||||||||||
Balances, March 31, 2018 | 6,900,000 | $ | 172,500 | 50,438,731 | $ | 504 | $ | 700,762 | $ | (61,956 | ) | $ | 17,485 | $ | 455,393 | $ | 1,284,688 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ | 11,973 | $ | 7,181 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 21,368 | 18,683 | |||||
Amortization of debt issuance costs | 590 | 516 | |||||
Amortization of debt discount and premium, net | (373 | ) | (399 | ) | |||
Gain on sale of self storage properties | (474 | ) | — | ||||
Equity-based compensation expense | 867 | 983 | |||||
Equity in losses of unconsolidated real estate venture | 52 | 785 | |||||
Distributions from unconsolidated real estate venture | 1,339 | 1,251 | |||||
Change in assets and liabilities, net of effects of self storage property acquisitions: | |||||||
Other assets | (854 | ) | (665 | ) | |||
Accounts payable and accrued liabilities | (808 | ) | (102 | ) | |||
Deferred revenue | 179 | (28 | ) | ||||
Net Cash Provided by Operating Activities | 33,859 | 28,205 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Acquisition of self storage properties | (100,450 | ) | (26,363 | ) | |||
Capital expenditures | (3,901 | ) | (3,154 | ) | |||
Investments in and advances to unconsolidated real estate venture | (2,390 | ) | — | ||||
Deposits and advances for self storage property and other acquisitions | (342 | ) | (138 | ) | |||
Expenditures for corporate furniture, equipment and other | (51 | ) | (40 | ) | |||
Proceeds from sale of self storage properties | 2,029 | 5,091 | |||||
Net Cash Used In Investing Activities | (105,105 | ) | (24,604 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from issuance of subordinated performance units | — | 7,000 | |||||
Borrowings under debt financings | 250,000 | 222,000 | |||||
Receipts for OP unit subscriptions | 312 | 6 | |||||
Principal payments under debt financings | (145,212 | ) | (205,757 | ) | |||
Payment of dividends to common shareholders | (14,099 | ) | (10,564 | ) | |||
Distributions to preferred shareholders | (2,588 | ) | — | ||||
Distributions to noncontrolling interests | (14,369 | ) | (12,942 | ) | |||
Debt issuance costs | (796 | ) | (1,315 | ) | |||
Equity offering costs | (218 | ) | (116 | ) | |||
Net Cash Provided By (Used In) Financing Activities | 73,030 | (1,688 | ) | ||||
Increase in Cash, Cash Equivalents and Restricted Cash | 1,784 | 1,913 | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||
Beginning of period | 16,407 | 15,337 | |||||
End of period | $ | 18,191 | $ | 17,250 |
Supplemental Cash Flow Information | |||||||
Cash paid for interest | $ | 8,939 | $ | 7,131 |
March 31, 2018 | December 31, 2017 | ||||
Series A-1 preferred units | 316,103 | — | |||
OP units | 29,062,706 | 26,719,607 | |||
Subordinated performance units | 10,663,892 | 11,604,738 | |||
LTIP units | 890,169 | 771,396 | |||
DownREIT units | |||||
DownREIT OP units | 1,834,786 | 1,834,786 | |||
DownREIT subordinated performance units | 4,386,999 | 4,386,999 | |||
Total | 47,154,655 | 45,317,526 |
March 31, 2018 | December 31, 2017 | ||||||
Land | $ | 550,025 | $ | 528,304 | |||
Buildings and improvements | 1,855,728 | 1,741,459 | |||||
Furniture and equipment | 5,700 | 5,470 | |||||
Total self storage properties | 2,411,453 | 2,275,233 | |||||
Less accumulated depreciation | (188,407 | ) | (170,358 | ) | |||
Self storage properties, net | $ | 2,223,046 | $ | 2,104,875 |
March 31, 2018 | December 31, 2017 | ||||||
ASSETS | |||||||
Self storage properties, net | $ | 660,645 | $ | 655,973 | |||
Other assets | 8,727 | 8,397 | |||||
Total assets | $ | 669,372 | $ | 664,370 | |||
LIABILITIES AND EQUITY | |||||||
Debt financing | $ | 317,440 | $ | 317,359 | |||
Other liabilities | 5,693 | 4,855 | |||||
Equity | 346,239 | 342,156 | |||||
Total liabilities and equity | $ | 669,372 | $ | 664,370 | |||
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Total revenue | $ | 14,806 | $ | 12,507 | |||
Property operating expenses | 5,293 | 4,068 | |||||
Net operating income | 9,513 | 8,439 | |||||
Supervisory, administrative and other expenses | (1,057 | ) | (898 | ) | |||
Depreciation and amortization | (5,507 | ) | (7,489 | ) | |||
Interest expense | (2,899 | ) | (2,826 | ) | |||
Acquisition and other expenses | (262 | ) | (366 | ) | |||
Net loss | $ | (212 | ) | $ | (3,140 | ) | |
Acquisitions Closed During the Three Months Ended: | Number of Properties | Summary of Investment | ||||||||||||||||||||
Cash and Acquisition Costs | Value of OP Equity(1) | Mortgages Assumed | Other Liabilities | Total | ||||||||||||||||||
March 31, 2018 | 25 | $ | 105,135 | $ | 22,403 | $ | 7,581 | $ | 670 | $ | 135,789 |
(1) | Value of OP equity represents the fair value of Series A-1 preferred units, OP units, subordinated performance units and LTIP units. |
March 31, 2018 | December 31, 2017 | ||||||
Customer in-place leases, net of accumulated amortization of $6,217 and $3,914, respectively | $ | 6,947 | $ | 6,590 | |||
Receivables: | |||||||
Trade, net | 2,198 | 2,274 | |||||
PROs and other affiliates | 74 | 979 | |||||
Receivable from unconsolidated real estate venture | 1,504 | 1,200 | |||||
Property acquisition and other deposits | 1,092 | 5,050 | |||||
Interest rate swaps | 21,453 | 12,414 | |||||
Prepaid expenses and other | 5,403 | 3,949 | |||||
Corporate furniture, equipment and other, net | 1,428 | 1,444 | |||||
Trade name | 3,200 | 3,200 | |||||
Management contract, net of accumulated amortization of $1,033 and $856, respectively | 9,588 | 9,765 | |||||
Goodwill | 5,750 | 5,750 | |||||
Total | $ | 58,637 | $ | 52,615 |
Interest Rate(1) | March 31, 2018 | December 31, 2017 | |||||||
Credit Facility: | |||||||||
Revolving line of credit | 3.28% | $ | 72,625 | $ | 88,500 | ||||
Term loan A | 2.91% | 235,000 | 235,000 | ||||||
Term loan B | 3.24% | 155,000 | 155,000 | ||||||
Term loan C | 3.71% | 105,000 | 105,000 | ||||||
Term loan D | 3.79% | 125,000 | — | ||||||
Term loan facility | 3.08% | 100,000 | 100,000 | ||||||
Fixed rate mortgages payable | 4.17% | 274,540 | 271,491 | ||||||
Total principal | 1,067,165 | 954,991 | |||||||
Unamortized debt issuance costs and debt premium, net | 2,435 | 3,106 | |||||||
Total debt | $ | 1,069,600 | $ | 958,097 |
(1) | Represents the effective interest rate as of March 31, 2018. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. |
Year Ending December 31, | Scheduled Principal and Maturity Payments | Amortization of Premium and Unamortized Debt Issuance Costs | Total | |||||||||
Remainder of 2018 | $ | 6,402 | $ | 22 | $ | 6,424 | ||||||
2019 | 5,128 | 3 | 5,131 | |||||||||
2020 | 112,022 | (348 | ) | 111,674 | ||||||||
2021 | 242,603 | (435 | ) | 242,168 | ||||||||
2022 | 159,205 | (153 | ) | 159,052 | ||||||||
2023 | 302,049 | 127 | 302,176 | |||||||||
Thereafter | 239,756 | 3,219 | 242,975 | |||||||||
$ | 1,067,165 | $ | 2,435 | $ | 1,069,600 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Earnings (loss) per common share - basic and diluted | |||||||
Numerator | |||||||
Net income | $ | 11,973 | $ | 7,181 | |||
Net income attributable to noncontrolling interests | (1,513 | ) | (6,626 | ) | |||
Net income attributable to National Storage Affiliates Trust | 10,460 | 555 | |||||
Distributions to preferred shareholders | (2,588 | ) | — | ||||
Distributed and undistributed earnings allocated to participating securities | (7 | ) | (6 | ) | |||
Net income attributable to common shareholders - basic | 7,865 | 549 | |||||
Effect of assumed conversion of dilutive securities | 1,370 | — | |||||
Net income attributable to common shareholders - diluted | $ | 9,235 | $ | 549 | |||
Denominator | |||||||
Weighted average shares outstanding - basic | 50,299 | 43,401 | |||||
Effect of dilutive securities: | |||||||
Weighted average OP units outstanding | 29,135 | — | |||||
Weighted average DownREIT OP unit equivalents outstanding | 1,835 | — | |||||
Weighted average LTIP units outstanding | 321 | — | |||||
Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents | 18,345 | — | |||||
Weighted average shares outstanding - diluted | 99,935 | 43,401 | |||||
Earnings (loss) per share - basic | $ | 0.16 | $ | 0.01 | |||
Earnings (loss) per share - diluted | $ | 0.09 | $ | 0.01 | |||
Fair value at December 31, 2016 | $ | 8,159 | |
Swap ineffectiveness | 4 | ||
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income | 770 | ||
Unrealized gains on interest rate swaps included in accumulated other comprehensive income | 1,613 | ||
Fair value at March 31, 2017 | $ | 10,546 | |
Fair value at December 31, 2017 | $ | 12,414 | |
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income | 49 | ||
Unrealized gains on interest rate swaps included in accumulated other comprehensive income | 8,990 | ||
Fair value at March 31, 2018 | $ | 21,453 |
• | market trends in our industry, interest rates, the debt and lending markets or the general economy; |
• | our business and investment strategy; |
• | the acquisition of properties, including the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline; |
• | the timing of acquisitions; |
• | our relationships with, and our ability and timing to attract additional, PROs; |
• | our ability to effectively align the interests of our PROs with us and our shareholders; |
• | the integration of our PROs and their managed portfolios into the Company, including into our financial and operational reporting infrastructure and internal control framework; |
• | our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services; |
• | our ability to access additional off-market acquisitions; |
• | actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies; |
• | the state of the U.S. economy generally or in specific geographic regions, states or municipalities; |
• | economic trends and economic recoveries; |
• | our ability to obtain and maintain financing arrangements on favorable terms; |
• | general volatility of the securities markets in which we participate; |
• | changes in the value of our assets; |
• | projected capital expenditures; |
• | the impact of technology on our products, operations, and business; |
• | the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy); |
• | changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility; |
• | impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters; |
• | our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes; |
• | availability of qualified personnel; |
• | the timing of conversions of subordinated performance units in our operating partnership and subsidiaries of our operating partnership into OP units in our operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share; |
• | the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected; |
• | estimates relating to our ability to make distributions to our shareholders in the future; and |
• | our understanding of our competition. |
Three Months Ended March 31, | |||||||||||
2018 | 2017 | Change | |||||||||
Rental revenue | |||||||||||
Same store portfolio | $ | 58,904 | $ | 56,562 | $ | 2,342 | |||||
Non-same store portfolio | 13,107 | 1,282 | 11,825 | ||||||||
Total rental revenue | 72,011 | 57,844 | 14,167 | ||||||||
Other property-related revenue | |||||||||||
Same store portfolio | 1,962 | 1,841 | 121 | ||||||||
Non-same store portfolio | 359 | 40 | 319 | ||||||||
Total other property-related revenue | 2,321 | 1,881 | 440 | ||||||||
Property operating expenses | |||||||||||
Same store portfolio | 19,990 | 19,231 | 759 | ||||||||
Non-same store portfolio | 5,236 | 518 | 4,718 | ||||||||
Total property operating expenses | 25,226 | 19,749 | 5,477 | ||||||||
Net operating income | |||||||||||
Same store portfolio | 40,876 | 39,172 | 1,704 | ||||||||
Non-same store portfolio | 8,230 | 804 | 7,426 | ||||||||
Total net operating income | 49,106 | 39,976 | 9,130 | ||||||||
Management fees and other revenue | 2,161 | 1,838 | 323 | ||||||||
General and administrative expenses | (8,306 | ) | (7,181 | ) | (1,125 | ) | |||||
Depreciation and amortization | (21,368 | ) | (18,683 | ) | (2,685 | ) | |||||
Income from operations | 21,593 | 15,950 | 5,643 | ||||||||
Other (expense) income | |||||||||||
Interest expense | (9,635 | ) | (7,471 | ) | (2,164 | ) | |||||
Equity in losses of unconsolidated real estate venture | (52 | ) | (785 | ) | 733 | ||||||
Acquisition costs | (180 | ) | (144 | ) | (36 | ) | |||||
Non-operating expense | (84 | ) | (52 | ) | (32 | ) | |||||
Gain on sale of self storage properties | 474 | — | 474 | ||||||||
Other expense | (9,477 | ) | (8,452 | ) | (1,025 | ) | |||||
Income before income taxes | 12,116 | 7,498 | 4,618 | ||||||||
Income tax expense | (143 | ) | (317 | ) | 174 | ||||||
Net income | 11,973 | 7,181 | 4,792 | ||||||||
Net income attributable to noncontrolling interests | (1,513 | ) | (6,626 | ) | 5,113 |
Three Months Ended March 31, | |||||||||||
2018 | 2017 | Change | |||||||||
Net income attributable to National Storage Affiliates Trust | 10,460 | 555 | 9,905 | ||||||||
Distributions to preferred shareholders | (2,588 | ) | — | (2,588 | ) | ||||||
Net income attributable to common shareholders | $ | 7,872 | $ | 555 | $ | 7,317 |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 11,973 | $ | 7,181 | |||
Add (subtract): | |||||||
Real estate depreciation and amortization | 21,075 | 18,243 | |||||
Company's share of unconsolidated real estate venture real estate depreciation and amortization | 1,377 | 1,872 | |||||
Gain on sale of self storage properties | (474 | ) | — | ||||
Distributions to preferred shareholders and unitholders | (2,689 | ) | — | ||||
FFO attributable to subordinated performance unitholders(1) | (5,584 | ) | (6,141 | ) | |||
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders | 25,678 | 21,155 | |||||
Add: | |||||||
Acquisition costs | 180 | 144 | |||||
Company's share of unconsolidated real estate venture acquisition costs | — | 19 | |||||
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders | $ | 25,858 | $ | 21,318 | |||
Weighted average shares and units outstanding - FFO and Core FFO:(2) | |||||||
Weighted average shares outstanding - basic | 50,299 | 43,401 | |||||
Weighted average restricted common shares outstanding | 30 | 17 | |||||
Weighted average OP units outstanding | 29,135 | 25,959 | |||||
Weighted average DownREIT OP unit equivalents outstanding | 1,835 | 1,835 | |||||
Weighted average LTIP units outstanding | 665 | 1,468 | |||||
Total weighted average shares and units outstanding - FFO and Core FFO | 81,964 | 72,680 | |||||
FFO per share and unit | $ | 0.31 | $ | 0.29 | |||
Core FFO per share and unit | $ | 0.32 | $ | 0.29 |
(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented. | |||||||
(2) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for-one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are convertible into or exchangeable for common shares). See footnote(1) in the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Earnings (loss) per share - diluted | $ | 0.09 | $ | 0.01 | |||
Impact of the difference in weighted average number of shares(1) | 0.02 | (0.01 | ) | ||||
Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2) | — | 0.09 | |||||
Add real estate depreciation and amortization | 0.26 | 0.25 | |||||
Add Company's share of unconsolidated venture real estate depreciation and amortization | 0.02 | 0.03 | |||||
Subtract gain on sale of self storage properties | (0.01 | ) | — | ||||
FFO attributable to subordinated performance unitholders | (0.07 | ) | (0.08 | ) | |||
FFO per share and unit | 0.31 | 0.29 | |||||
Add acquisition costs and Company's share of unconsolidated real estate venture acquisition costs | 0.01 | — | |||||
Core FFO per share and unit | $ | 0.32 | $ | 0.29 | |||
(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares and the treasury stock method for certain unvested LTIP units, and assumes the conversion of vested LTIP units into OP units on a one-for-one basis and the hypothetical conversion of subordinated performance units, and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 9 in Item 1. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared. | |||||||
(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as described in footnote(1). |
• | NOI is one of the primary measures used by our management and our PROs to evaluate the economic productivity of our properties, including our ability to lease our properties, increase pricing and occupancy and control our property operating expenses; |
• | NOI is widely used in the real estate industry and the self storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods, the book value of assets, and the impact of our capital structure; and |
• | We believe NOI helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of the cost basis of our assets from our operating results. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 11,973 | $ | 7,181 | |||
(Subtract) Add: | |||||||
Management fees and other revenue | (2,161 | ) | (1,838 | ) | |||
General and administrative expenses | 8,306 | 7,181 | |||||
Depreciation and amortization | 21,368 | 18,683 | |||||
Interest expense | 9,635 | 7,471 | |||||
Equity in losses of unconsolidated real estate venture | 52 | 785 | |||||
Acquisition costs | 180 | 144 | |||||
Income tax expense | 143 | 317 | |||||
Gain on sale of self storage properties | (474 | ) | — | ||||
Non-operating expense | 84 | 52 | |||||
Net Operating Income | $ | 49,106 | $ | 39,976 |
• | EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures, contractual commitments or working capital needs; |
• | EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; |
• | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; |
• | Adjusted EBITDA excludes equity-based compensation expense, which is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; |
• | EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and |
• | other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Net income | $ | 11,973 | $ | 7,181 | |||
Add: | |||||||
Depreciation and amortization | 21,368 | 18,683 | |||||
Company's share of unconsolidated real estate venture depreciation and amortization | 1,377 | 1,872 | |||||
Interest expense | 9,635 | 7,471 | |||||
Income tax expense | 143 | 317 | |||||
EBITDA | 44,496 | 35,524 | |||||
Add: | |||||||
Acquisition costs | 180 | 144 | |||||
Company's share of unconsolidated real estate venture acquisition costs | — | 19 | |||||
Gain on sale of self storage properties | (474 | ) | — | ||||
Equity-based compensation expense(1) | 867 | 983 | |||||
Adjusted EBITDA | $ | 45,069 | $ | 36,670 | |||
(1) Equity-based compensation expense is a non-cash item that is included in general and administrative expenses in our consolidated statements of operations. |
• | recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets and extend their useful life; |
• | revenue enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue and value of an asset from its original purchase condition; and |
• | acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during the current period that were identified and underwritten prior to a property's acquisition. |
Three Months Ended March 31, | |||||||
2018 | 2017 | ||||||
Recurring capital expenditures | $ | 1,258 | $ | 758 | |||
Revenue enhancing capital expenditures | 757 | 85 | |||||
Acquisitions capital expenditures | 1,917 | 2,260 | |||||
Total capital expenditures | 3,932 | 3,103 | |||||
Change in accrued capital spending | (31 | ) | 51 | ||||
Capital expenditures per statement of cash flows | $ | 3,901 | $ | 3,154 | |||
(i) | all receipts, including rents and other operating revenues; |
(ii) | any incentive, financing, break-up and other fees paid to us by third parties; |
(iii) | amounts released from previously set aside reserves; and |
(iv) | any other amounts received by us, which we allocate to the particular portfolio of properties. |
(i) | corporate-level general and administrative expenses; |
(ii) | out-of-pocket costs, expenses and fees of our operating partnership, whether or not capitalized; |
(iii) | the costs and expenses of organizing and operating our operating partnership; |
(iv) | amounts paid or due in respect of any loan or other indebtedness of our operating partnership during such period; |
(v) | extraordinary expenses of our operating partnership not previously or otherwise deducted under item (ii) above; |
(vi) | any third-party costs and expenses associated with identifying, analyzing, and presenting a proposed property to us and/or our operating partnership; and |
(vii) | reserves to meet anticipated operating expenditures, debt service or other liabilities, as determined by us. |
Period | Total number of shares purchased | - | Total number of shares purchased as part of publicly announced plans or programs | Maximum numbers of shares that may yet be purchased under the plans or programs | |||||
January 1 - January 31, 2018 | 2,748 | (1) | n/a | n/a | |||||
February 1 - February 28, 2018 | — | n/a | n/a | ||||||
March 1 - March 31, 2018 | — | n/a | n/a |
(1) The number of shares purchased represents restricted common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares issued to them. The price paid per share was $27.26 and is based on the closing price of our common shares as of January 1, 2018, the date of withholding. |
ITEM 6. Exhibits | |
The following exhibits are filed with this report: | |
Exhibit Number | Exhibit Description |
101* | XBRL (Extensible Business Reporting Language). The following materials from NSA's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, tagged in XBRL: ((i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income (loss); (iv) condensed consolidated statement of changes in equity; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements. |
* | Filed herewith. |
** | Furnished herewith. |
National Storage Affiliates Trust | |
By: | /s/ ARLEN D. NORDHAGEN |
Arlen D. Nordhagen | |
chairman of the board of trustees | |
and chief executive officer | |
(principal executive officer) | |
By: | /s/ TAMARA D. FISCHER |
Tamara D. Fischer | |
chief financial officer | |
(principal financial officer) |
(a) | As soon as practicable after the date that is 12 months after the completion of the Contribution Transactions (or prior to such date in the REIT's sole and absolute discretion), the REIT shall prepare and file a new, or amend an existing, Registration Statement, or amend or supplement the Prospectus to an existing Registration Statement, to register the offer and resale of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 (the "Shelf Registration Statement"). The REIT will have the right to include other securities to be sold for its own account or other holders in the Shelf Registration Statement. Subject to Section 3, the REIT shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, to the extent necessary, and to keep such Shelf Registration Statement (or a successor registration statement filed with respect to the Registrable Shares, which shall be deemed to be included within the definition of Shelf Registration Statement for purposes of this Agreement) continuously effective for a period ending when all Series A-1 Preferred Shares covered by the Shelf Registration Statement are no longer Registrable Shares. |
(b) | The REIT shall provide notice to the Holders of such anticipated filing, amendment or supplement together with a form of notice and questionnaire (the "Notice and Questionnaire") to be completed by each Holder desiring to have any of such Holder's Registrable Shares included in the Shelf Registration Statement. The Notice and Questionnaire provided shall solicit information from each Holder regarding the number of Registrable Shares such Holder desires to include in the Shelf Registration Statement and such other information relating to such Holder as the REIT determines is reasonably required in connection with the Shelf Registration Statement, including, without limitation, all information relating to such Holder required to be included in the Shelf Registration Statement or that may be required in connection with applicable FINRA or other regulatory filings to be made in connection with the Shelf Registration Statement. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire within 15 Business Days after the REIT provides the notice referred to above will not be entitled to have such Holder's Registrable Shares included in the Shelf Registration Statement; provided, however, that the REIT shall use commercially reasonable efforts to include the Registrable Shares requested to be included by any Holder that delivers a duly completed and executed Notice and Questionnaire at least ten days prior to the anticipated effectiveness of the Shelf Registration Statement. While the Shelf Registration Statement is effective, within 90 days following the written request (accompanied by a duly completed and executed Notice and Questionnaire) of a Holder holding Registrable Shares that were not included in the Shelf Registration Statement, the REIT shall file (and use all commercially reasonable efforts to have become effective promptly thereafter, to the extent applicable) a post-effective amendment, prospectus supplement or additional registration statement registering the offering and sale of such Holder's Registrable Shares on a delayed or continuous basis pursuant to Rule 415 (which, following its effectiveness, shall be deemed to be included within the definition of Shelf Registration Statement for purposes of this Agreement). |
(c) | During the period that the Shelf Registration Statement is effective, the REIT shall supplement or make amendments to the Shelf Registration Statement, if required by the |
(d) | If any offering pursuant to the Shelf Registration Statement is an Underwritten Offering, the REIT shall have the right to select the managing underwriter or underwriters to administer any such Underwritten Offering. |
Title: | Trustee of the Crowley Community Property Revocable Trust |
1. | I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By: | /s/ Arlen D. Nordhagen |
Arlen D. Nordhagen | |
Chairman of the Board of Trustees and Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of National Storage Affiliates Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
By: | /s/ Tamara D. Fischer |
Tamara D. Fischer | |
Executive Vice President and Chief Financial Officer |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Arlen D. Nordhagen |
Arlen D. Nordhagen | |
Chairman of the Board of Trustees and Chief Executive Officer |
By: | /s/ Tamara D. Fischer |
Tamara D. Fischer | |
Executive Vice President and Chief Financial Officer |
DOCUMENT AND ENTITY INFORMATION - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
May 03, 2018 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | National Storage Affiliates Trust | |
Entity Central Index Key | 0001618563 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 50,528,172 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred shares of beneficial interest, issued (in shares) | 6,900,000 | 6,900,000 |
Preferred shares of beneficial interest, outstanding (in shares) | 6,900,000 | 6,900,000 |
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, authorized (in shares) | 250,000,000 | 250,000,000 |
Common shares of beneficial interest, issued (in shares) | 50,438,731 | 50,284,934 |
Common shares of beneficial interest, outstanding (in shares) | 50,438,731 | 50,284,934 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 11,973 | $ 7,181 |
Other comprehensive income | ||
Unrealized gain on derivative contracts | 8,990 | 1,613 |
Reclassification of other comprehensive loss to interest expense | 49 | 770 |
Other comprehensive income | 9,039 | 2,383 |
Comprehensive income | 21,012 | 9,564 |
Comprehensive income attributable to noncontrolling interests | (5,004) | (7,586) |
Comprehensive income attributable to National Storage Affiliates Trust | $ 16,008 | $ 1,978 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands |
Total |
Series A-1 preferred units, OP units, and subordinated performance units |
OP units |
Preferred Shares |
Common Shares |
Additional Paid-in Capital |
Distributions In Excess Of Earnings |
Accumulated Other Comprehensive Income |
Noncontrolling Interests |
Noncontrolling Interests
Series A-1 preferred units, OP units, and subordinated performance units
|
Noncontrolling Interests
OP units
|
---|---|---|---|---|---|---|---|---|---|---|---|
Balances (in shares) at Dec. 31, 2017 | 6,900,000 | 6,900,000 | |||||||||
Balances (in shares) at Dec. 31, 2017 | 50,284,934 | 50,284,934 | |||||||||
Balances at Dec. 31, 2017 | $ 1,271,487 | $ 172,500 | $ 503 | $ 711,467 | $ (55,729) | $ 12,282 | $ 430,464 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of equity units | $ 22,403 | $ 5 | $ 22,403 | $ 5 | |||||||
Redemptions of OP units (in shares) | 145,334 | ||||||||||
Redemptions of OP units | 0 | $ 1 | 1,921 | 51 | (1,973) | ||||||
Effect of changes in ownership for consolidated entities | 0 | (12,621) | (396) | 13,017 | |||||||
Equity-based compensation expense | 867 | 70 | 797 | ||||||||
Issuance of restricted common shares (in shares) | 12,311 | ||||||||||
Issuance of restricted common shares | 0 | ||||||||||
Vesting and forfeitures of restricted common shares, net (in shares) | (3,848) | ||||||||||
Vesting and forfeitures of restricted common shares, net | (75) | (75) | |||||||||
Reduction in receivables from partners of the operating partnership | 191 | 191 | |||||||||
Preferred share dividends | (2,588) | (2,588) | |||||||||
Common share dividends | (14,099) | (14,099) | |||||||||
Distributions to noncontrolling interests | (14,515) | (14,515) | |||||||||
Other comprehensive income | 9,039 | 5,548 | 3,491 | ||||||||
Net income | $ 11,973 | 10,460 | 1,513 | ||||||||
Balances (in shares) at Mar. 31, 2018 | 6,900,000 | 6,900,000 | |||||||||
Balances (in shares) at Mar. 31, 2018 | 50,438,731 | 50,438,731 | |||||||||
Balances at Mar. 31, 2018 | $ 1,284,688 | $ 172,500 | $ 504 | $ 700,762 | $ (61,956) | $ 17,485 | $ 455,393 |
ORGANIZATION AND NATURE OF OPERATIONS |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes it has qualified as a real estate investment trust ("REIT") for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2015. Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties located within the top 100 metropolitan statistical areas in the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units"). The Company owned 468 self storage properties in 26 states with approximately 28.5 million rentable square feet in approximately 227,000 storage units as of March 31, 2018. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). These PROs are SecurCare Self Storage, Inc. and its controlled affiliates ("SecurCare"), Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Move It Self Storage and its controlled affiliates ("Move It"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away") and an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini") of Orlando, Florida. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year or any other future period. Principles of Consolidation The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership. As of March 31, 2018 and December 31, 2017, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 21 DownREIT partnerships that are considered VIEs, which owned 34 self storage properties. The net book value of the real estate owned by these VIEs was $246.1 million and $248.0 million as of March 31, 2018 and December 31, 2017, respectively. For the DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $139.8 million and $140.3 million as of March 31, 2018 and December 31, 2017, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit. Revenue Recognition Rental revenue Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. Other property-related revenue Other property-related revenue consists of ancillary revenues such as tenant insurance-related access fees and sales of storage supplies which are recognized in the period earned. The Company and certain of the Company’s PROs have tenant insurance- and/or protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended March 31, 2018 and 2017, the Company recognized $1.7 million and $1.4 million, respectively of tenant insurance and protection plan revenues. The Company sells boxes, packing supplies, locks and other retail merchandise at its properties. During the three months ended March 31, 2018 and 2017, the Company recognized retail sales of $0.4 million and $0.3 million, respectively. Management fees and other revenue Management fees and other revenue consist of property management fees, call center fees, platform fees, acquisition fees, and a portion of tenant warranty protection proceeds that the Company earns for managing and operating its unconsolidated real estate venture (the “Joint Venture”). The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the Joint Venture assets, the call center fees are equal to 1% of monthly gross revenues and net sales revenues from Joint Venture assets, and the platform fees are equal to $1,250 per month per Joint Venture property. The Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the Joint Venture properties. During the three months ended March 31, 2018 and 2017, the Company recognized property management fees, call center fees and platform fees of $1.3 million and $1.1 million, respectively. For acquisition fees, the Company provides sourcing, underwriting and administration services to the Joint Venture. The Joint Venture paid the Company a $4.1 million acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original 66-property Joint Venture portfolio (the "Initial JV Portfolio") in 2016, at the time of the Initial JV Portfolio acquisition. This fee may be refundable to the Joint Venture, on a prorated basis, if the Company is removed as the Joint Venture managing member during the initial four year life of the Joint Venture and as such, the Company's performance obligation for this acquisition fee is satisfied over this period. As of March 31, 2018 and December 31, 2017, the Company had deferred revenue related to the Initial JV Portfolio acquisition fee of $2.6 million and $2.8 million, respectively. The Company also earns acquisition fees for properties acquired by the Joint Venture subsequent to the Initial JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the Joint Venture members, and are generally earned when the Joint Venture obtains title and control of the acquired property. During the three months ended March 31, 2018 and 2017, the Company recognized acquisition fees of $0.3 million and $0.3 million, respectively. An affiliate of the Company provides tenant warranty protection to tenants at the Joint Venture properties in exchange for 50% of all proceeds from the tenant warranty protection program at each Joint Venture property. During the three months ended March 31, 2018 and 2017, the Company recognized $0.5 million and $0.5 million, respectively of revenue related to these activities. Gain on sale of self storage properties The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser. Investments in Unconsolidated Real Estate Venture The Company’s investment in its unconsolidated real estate venture is recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment in unconsolidated real estate venture is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate venture. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate venture in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate venture’s sale of assets) which are reported as investing cash flows. Noncontrolling Interests All of the limited partner equity interests in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust. For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets. Allocation of Net Income (Loss) The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Other Comprehensive Income (Loss) The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss). Restricted Cash The Company's restricted cash consists of escrowed funds deposited with financial institutions for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements. Assets held for sale The Company classifies properties as held for sale when certain criteria are met. At such time, the properties, including significant assets and liabilities that are expected to be transferred as part of a sale transaction, are presented separately on the condensed consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. As of December 31, 2017 the Company had one self storage property classified as held for sale. The results of operations for the self storage property classified as held for sale are reflected within income from operations in the Company's condensed consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company adopted ASU 2014-09 effective January 1, 2018, and concluded that its adoption of ASU 2014-09 had no material effect on its condensed consolidated financial statements as most of the Company's revenue is derived from lease contracts, which are excluded from the scope of the new guidance. For the Company’s other property-related revenue and management fees and other revenue subject to the new guidance, the Company performed an evaluation which included identifying its performance obligations and when such performance obligations are satisfied. Based on this evaluation, the Company determined that there was no material change in the timing or pattern of recognition of revenue for these activities as compared to the application of previous revenue recognition guidance. In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing guidance for accounting for leases, including requiring lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases and lessees to recognize most leases on-balance sheet as lease liabilities with corresponding right-of-use assets. The Company will adopt ASU 2016-02 effective January 1, 2019. ASU 2016-02 requires a modified retrospective approach, with entities applying the new guidance at the beginning of the earliest period presented in the financial statements in which they first apply the new standard, with certain elective transition relief. The Company is evaluating the effect that ASU 2016-02 will have on its operating leases, condensed consolidated financial statements and related disclosures. The Company expects ASU 2016-02 to primarily impact its accounting for its non-cancelable leasehold interest agreements in which it is the lessee. |
NONCONTROLLING INTERESTS |
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Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS Noncontrolling Interests All of the limited partner equity interests in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion. As of March 31, 2018 and December 31, 2017, units reflecting noncontrolling interests consisted of the following:
Series A-1 Preferred Units The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Company's 6.000% Series A cumulative redeemable preferred shares of beneficial interest ("Series A preferred shares") or the issuance of Series A preferred shares on a one-for-one basis, subject to adjustments. The increase in Series A-1 preferred units outstanding from December 31, 2017 to March 31, 2018 was due to the issuance of Series A-1 preferred units in connection with the acquisition of self storage properties. OP Units and DownREIT OP units OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for the Company's common shares of beneficial interest, $0.01 par value per share ("common shares") on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The OP unitholders are generally not entitled to elect redemption until one year after the later of the closing of the Company's initial public offering or the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution. The increase in OP Units outstanding from December 31, 2017 to March 31, 2018 was due to the issuance of 2,024,170 OP units related to the voluntary conversions of 997,074 subordinated performance units (as discussed further below) and the issuance of 464,263 OP units in connection with the acquisition of self storage properties, partially offset by the redemption of 145,334 OP units for common shares. Subordinated Performance Units and DownREIT Subordinated Performance Units Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution. Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds. The decrease in subordinated performance units outstanding from December 31, 2017 to March 31, 2018 was due to the voluntary conversion of 997,074 subordinated performance units into 2,024,170 OP units partially offset by the issuance of 56,228 subordinated performance units for co-investment by certain of the Company's PROs in connection with the acquisition of self storage properties. LTIP Units LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. The increase in LTIP units outstanding from December 31, 2017 to March 31, 2018 was due to the issuance of compensatory LTIP units to employees. |
SELF STORAGE PROPERTIES |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SELF STORAGE PROPERTIES | SELF STORAGE PROPERTIES Self storage properties are summarized as follows (dollars in thousands):
Depreciation expense related to self storage properties amounted to $18.0 million and $14.1 million during the three months ended March 31, 2018 and 2017, respectively. |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE |
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Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE | INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE As of March 31, 2018, the Company's Joint Venture owned and operated a portfolio of 72 properties containing approximately 5.0 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states. The Joint Venture acquired one self storage property for $9.5 million during the three months ended March 31, 2018. The Joint Venture financed the self storage property acquisition with capital contributions from the Joint Venture members, of which the Company contributed $2.4 million for its 25% proportionate share. The following table presents the condensed financial position of the Joint Venture as of March 31, 2018 and December 31, 2017 (in thousands):
The following table presents the condensed operating information of the Joint Venture for the three months ended March 31, 2018 and 2017, respectively (in thousands):
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SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS |
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SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS | SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS Acquisitions The Company acquired 25 self storage properties with an estimated fair value of $135.8 million during the three months ended March 31, 2018. Of these acquisitions, one self storage property with an estimated fair value of $2.8 million was acquired by the Company from a PRO. The 25 self storage property acquisitions were accounted for as asset acquisitions and accordingly, $0.8 million of acquisition costs related to the acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired, and liabilities assumed. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at estimated fair value of $3.4 million, resulting in a total fair value of $132.4 million allocated to real estate. The following table summarizes the investment in self storage property acquisitions completed by the Company during the three months ended March 31, 2018 (dollars in thousands):
Dispositions During the three months ended March 31, 2018, the Company sold to an unrelated third party one self storage property that was classified as held for sale as of December 31, 2017. The gross sales price was $2.2 million and the Company recognized $0.5 million of gain on the sale. |
OTHER ASSETS |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER ASSETS | OTHER ASSETS Other assets consist of the following (dollars in thousands):
Amortization expense related to customer in-place leases amounted to $3.0 million and $4.3 million for the three months ended March 31, 2018 and 2017, respectively. Amortization expense related to the management contract amounted to $0.2 million and $0.2 million for the three months ended March 31, 2018 and 2017, respectively. |
DEBT FINANCING |
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DEBT FINANCING | DEBT FINANCING The Company's outstanding debt as of March 31, 2018 and December 31, 2017 is summarized as follows (dollars in thousands):
Credit Facility Increase On January 29, 2018, pursuant to a full exercise by the Company's operating partnership of its remaining expansion option and a partial exercise of its Additional Expansion Option (defined below) under its credit agreement dated as of May 6, 2016, the Company's operating partnership, as borrower, certain of its subsidiaries that are party to the credit agreement, as subsidiary guarantors, and the Company entered into a third increase agreement and amendment (the "Increase Agreement") with a syndicated group of lenders to increase the total borrowing capacity under the Company's credit agreement by adding an additional tranche D term loan facility in an aggregate outstanding principal amount of $125.0 million, for a total credit agreement of over $1.0 billion consisting of the following components: (i) a $400.0 million revolving line of credit (the "Revolver"), (ii) a tranche A term loan facility (the "Term Loan A"), which provides for a total borrowing commitment of up to $235.0 million, (iii) a tranche B term loan facility (the "Term Loan B"), which provides for a total borrowing commitment of up to $155.0 million, (iv) a tranche C term loan facility (the "Term Loan C"), which provides for a total borrowing commitment of up to $105.0 million and (iv) a tranche D term loan facility (the "Term Loan D" and together with the Revolver, the Term Loan A, Term Loan B and Term Loan C, the "credit facility"), which provides for a total borrowing commitment of up to $125.0 million. The Company renewed its expansion option under the credit facility to permit an additional $300.0 million of revolving commitments and/or term loans (the "Additional Expansion Option"), which was partially exercised in the amount of $20.0 million in connection with Term Loan D. If exercised in full, the Additional Expansion Option would provide for a total borrowing capacity under the credit facility of $1.3 billion. The Term Loan D matures on January 29, 2023. It is not subject to any scheduled reduction or amortization payment prior to maturity. Interest rates applicable to loans under Term Loan D are determined based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, or a base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%, plus an applicable margin. The applicable margins for Term Loan D are leverage based and range from 1.30% to 1.85% for LIBOR loans and 0.30% to 0.85% for base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two rating agencies, the Company may elect (but is not required to elect) that Term Loan D is subject to the rating based on applicable margins ranging from 0.90% to 1.75% for LIBOR Loans and 0.00% to 0.75% for base rate loans. Term Loan D may be prepaid at any time without penalty. Other than the increases and amendments related to Term Loan D and the Additional Expansion Option described above, the Increase Agreement did not impact or amend the credit facility's previously disclosed terms, including its covenants, events of default, or terms of payment. For a summary of the Company's financial covenants and additional detail regarding the Company's credit facility, term loan facility, and fixed rate mortgages payable, please see Note 8 to the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. As of March 31, 2018, the Company had outstanding letters of credit totaling $4.7 million and would have had the capacity to borrow remaining Revolver commitments of $322.7 million while remaining in compliance with the credit facility's financial covenants. At March 31, 2018, the Company was in compliance with all such covenants. Future Debt Obligations Based on existing debt agreements in effect as of March 31, 2018, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):
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EARNINGS PER SHARE |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2018 and 2017, respectively (in thousands, except per share amounts):
As discussed in Note 2, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Outstanding equity interests of the operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period. Generally, following certain lock-out periods, OP units in the operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in the operating partnership on a one-for-one basis, subject to certain adjustments in each case. LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three months ended March 31, 2018, 345,580 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. In addition, certain LTIP units vest upon the future acquisition of properties sourced by PROs. For the three months ended March 31, 2018, 224,000 unvested LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings (loss) per share because the contingency for the units to vest has not been attained as of the end of the reported periods. Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions. For the three months ended March 31, 2017, potential common shares totaling 50.0 million, related to OP units, DownREIT OP units, subordinated performance units and DownREIT subordinated performance units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings. |
RELATED PARTY TRANSACTIONS |
3 Months Ended |
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Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Supervisory and Administrative Fees The Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services related to the Company's self storage properties. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended March 31, 2018 and 2017, the Company incurred $4.1 million and $3.3 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Payroll Services The employees responsible for operation of the self storage properties are generally employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended March 31, 2018 and 2017, the Company incurred $7.3 million and $5.8 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations. Due Diligence Costs During the three months ended March 31, 2018 and 2017, the Company incurred $0.2 million and $0.1 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. These due diligence costs are capitalized as part of the basis of the acquired self storage properties. Self Storage Property Acquisitions During the three months ended March 31, 2018, the operating partnership issued 11,490 subordinated performance units to an affiliate of Personal Mini (the Company's chairman and chief executive officer, Arlen D. Nordhagen, has a noncontrolling minority ownership interest in this affiliate of Personal Mini), for $0.3 million of co-investment related to the acquisition of a self storage property from an unrelated third party. |
COMMITMENTS AND CONTINGENCIES |
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Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. |
FAIR VALUE MEASUREMENTS |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):
As of March 31, 2018 and December 31, 2017, the Company had outstanding interest rate swaps with aggregate notional amounts of $720.0 million and $595.0 million, respectively, designated as cash flow hedges. As of March 31, 2018, the Company's swaps had a weighted average remaining term of approximately 4.6 years. The fair value of these swaps are presented within accounts payable and accrued liabilities and other assets in the Company's balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at March 31, 2018 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $2.7 million of the unrealized gains included in accumulated other comprehensive income (loss). If market interest rates are above the 1.77% weighted average fixed rate under these interest rate swaps, the Company benefits from net cash payments due from its swap counterparties. There were no transfers between levels during the three months ended March 31, 2018 and 2017. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of March 31, 2018, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy. Fair Value Disclosures The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at March 31, 2018 and December 31, 2017, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at March 31, 2018 and December 31, 2017 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained. The combined principal balance of the Company's fixed rate mortgages payable was approximately $274.5 million as of March 31, 2018 with a fair value of approximately $283.0 million (categorized within Level 2 of the fair value hierarchy). In determining the fair value, the Company estimated a weighted average market interest rate of approximately 4.23%, compared to the weighted average contractual interest rate of 4.85%. The combined principal balance of the Company's fixed rate mortgages was approximately $271.5 million as of December 31, 2017 with a fair value of approximately $282.6 million. In determining the fair value as of December 31, 2017, the Company estimated a weighted average market interest rate of approximately 4.04%, compared to the weighted average contractual interest rate of 4.87%. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
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Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year or any other future period. |
Principles of Consolidation | Principles of Consolidation The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. |
Variable Interest Entity | When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership. |
Revenue Recognition | Revenue Recognition Rental revenue Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. Other property-related revenue Other property-related revenue consists of ancillary revenues such as tenant insurance-related access fees and sales of storage supplies which are recognized in the period earned. The Company and certain of the Company’s PROs have tenant insurance- and/or protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended March 31, 2018 and 2017, the Company recognized $1.7 million and $1.4 million, respectively of tenant insurance and protection plan revenues. The Company sells boxes, packing supplies, locks and other retail merchandise at its properties. During the three months ended March 31, 2018 and 2017, the Company recognized retail sales of $0.4 million and $0.3 million, respectively. Management fees and other revenue Management fees and other revenue consist of property management fees, call center fees, platform fees, acquisition fees, and a portion of tenant warranty protection proceeds that the Company earns for managing and operating its unconsolidated real estate venture (the “Joint Venture”). The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the Joint Venture assets, the call center fees are equal to 1% of monthly gross revenues and net sales revenues from Joint Venture assets, and the platform fees are equal to $1,250 per month per Joint Venture property. The Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the Joint Venture properties. During the three months ended March 31, 2018 and 2017, the Company recognized property management fees, call center fees and platform fees of $1.3 million and $1.1 million, respectively. For acquisition fees, the Company provides sourcing, underwriting and administration services to the Joint Venture. The Joint Venture paid the Company a $4.1 million acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original 66-property Joint Venture portfolio (the "Initial JV Portfolio") in 2016, at the time of the Initial JV Portfolio acquisition. This fee may be refundable to the Joint Venture, on a prorated basis, if the Company is removed as the Joint Venture managing member during the initial four year life of the Joint Venture and as such, the Company's performance obligation for this acquisition fee is satisfied over this period. As of March 31, 2018 and December 31, 2017, the Company had deferred revenue related to the Initial JV Portfolio acquisition fee of $2.6 million and $2.8 million, respectively. The Company also earns acquisition fees for properties acquired by the Joint Venture subsequent to the Initial JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the Joint Venture members, and are generally earned when the Joint Venture obtains title and control of the acquired property. During the three months ended March 31, 2018 and 2017, the Company recognized acquisition fees of $0.3 million and $0.3 million, respectively. An affiliate of the Company provides tenant warranty protection to tenants at the Joint Venture properties in exchange for 50% of all proceeds from the tenant warranty protection program at each Joint Venture property. During the three months ended March 31, 2018 and 2017, the Company recognized $0.5 million and $0.5 million, respectively of revenue related to these activities. Gain on sale of self storage properties The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser. |
Investments in Unconsolidated Real Estate Venture | Investments in Unconsolidated Real Estate Venture The Company’s investment in its unconsolidated real estate venture is recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investment in unconsolidated real estate venture is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate venture. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate venture in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate venture’s sale of assets) which are reported as investing cash flows. |
Noncontrolling Interests | Noncontrolling Interests All of the limited partner equity interests in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust. For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets. |
Allocation of Net Income (Loss) | Allocation of Net Income (Loss) The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss). |
Restricted Cash | Restricted Cash The Company's restricted cash consists of escrowed funds deposited with financial institutions for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements. |
Assets Held For Sale | Assets held for sale The Company classifies properties as held for sale when certain criteria are met. At such time, the properties, including significant assets and liabilities that are expected to be transferred as part of a sale transaction, are presented separately on the condensed consolidated balance sheet at the lower of carrying value or estimated fair value less costs to sell and depreciation is no longer recognized. As of December 31, 2017 the Company had one self storage property classified as held for sale. The results of operations for the self storage property classified as held for sale are reflected within income from operations in the Company's condensed consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The Company adopted ASU 2014-09 effective January 1, 2018, and concluded that its adoption of ASU 2014-09 had no material effect on its condensed consolidated financial statements as most of the Company's revenue is derived from lease contracts, which are excluded from the scope of the new guidance. For the Company’s other property-related revenue and management fees and other revenue subject to the new guidance, the Company performed an evaluation which included identifying its performance obligations and when such performance obligations are satisfied. Based on this evaluation, the Company determined that there was no material change in the timing or pattern of recognition of revenue for these activities as compared to the application of previous revenue recognition guidance. In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing guidance for accounting for leases, including requiring lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases and lessees to recognize most leases on-balance sheet as lease liabilities with corresponding right-of-use assets. The Company will adopt ASU 2016-02 effective January 1, 2019. ASU 2016-02 requires a modified retrospective approach, with entities applying the new guidance at the beginning of the earliest period presented in the financial statements in which they first apply the new standard, with certain elective transition relief. The Company is evaluating the effect that ASU 2016-02 will have on its operating leases, condensed consolidated financial statements and related disclosures. The Company expects ASU 2016-02 to primarily impact its accounting for its non-cancelable leasehold interest agreements in which it is the lessee. |
NONCONTROLLING INTERESTS (Tables) |
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Schedule of outstanding equity interests | As of March 31, 2018 and December 31, 2017, units reflecting noncontrolling interests consisted of the following:
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SELF STORAGE PROPERTIES (Tables) |
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Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of self storage properties | Self storage properties are summarized as follows (dollars in thousands):
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INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE (Tables) |
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Schedule of condensed financial information of joint ventures | The following table presents the condensed financial position of the Joint Venture as of March 31, 2018 and December 31, 2017 (in thousands):
The following table presents the condensed operating information of the Joint Venture for the three months ended March 31, 2018 and 2017, respectively (in thousands):
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SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS (Tables) |
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Schedule of investments in self storage property acquisitions | The following table summarizes the investment in self storage property acquisitions completed by the Company during the three months ended March 31, 2018 (dollars in thousands):
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OTHER ASSETS (Tables) |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of other assets | Other assets consist of the following (dollars in thousands):
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DEBT FINANCING (Tables) |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of debt | The Company's outstanding debt as of March 31, 2018 and December 31, 2017 is summarized as follows (dollars in thousands):
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Schedule of future debt maturities | Based on existing debt agreements in effect as of March 31, 2018, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):
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EARNINGS PER SHARE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of the computation of basic and diluted earnings per common share | The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2018 and 2017, respectively (in thousands, except per share amounts):
|
FAIR VALUE MEASUREMENTS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of interest rate swap derivatives measured at fair value | Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):
|
ORGANIZATION AND NATURE OF OPERATIONS (Details) storage_unit in Thousands, ft² in Millions |
Mar. 31, 2018
ft²
storage_unit
state
property
|
---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of self storage properties owned | property | 468 |
Number of states that self storage properties are owned in | state | 26 |
Total rentable square feet in self storage properties | ft² | 28.5 |
Number of storage units owned | storage_unit | 227 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands |
Mar. 31, 2018
USD ($)
partnership
property
|
Dec. 31, 2017
USD ($)
partnership
property
|
---|---|---|
Variable Interest Entity [Line Items] | ||
Number of self storage properties | property | 468 | |
Net book value of real estate owned | $ 2,223,046 | $ 2,104,875 |
Carrying value of fixed rate mortgages | 1,067,165 | $ 954,991 |
Number of properties held for sale | property | 1 | |
Mortgages | Fixed Rate Mortgages | ||
Variable Interest Entity [Line Items] | ||
Carrying value of fixed rate mortgages | $ 274,540 | $ 271,491 |
VIE, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Number of partnerships considered to be VIEs | partnership | 21 | 21 |
Number of self storage properties | property | 34 | 34 |
Net book value of real estate owned | $ 246,100 | $ 248,000 |
VIE, Primary Beneficiary | Mortgages | Fixed Rate Mortgages | ||
Variable Interest Entity [Line Items] | ||
Carrying value of fixed rate mortgages | $ 139,800 | $ 140,300 |
SELF STORAGE PROPERTIES (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Real Estate [Abstract] | |||
Land | $ 550,025 | $ 528,304 | |
Buildings and improvements | 1,855,728 | 1,741,459 | |
Furniture and equipment | 5,700 | 5,470 | |
Total self storage properties | 2,411,453 | 2,275,233 | |
Less accumulated depreciation | (188,407) | (170,358) | |
Self storage properties, net | 2,223,046 | $ 2,104,875 | |
Depreciation expense related to self storage properties | $ 18,000 | $ 14,100 |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE - Condensed Financial Position (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
ASSETS | ||
Self storage properties, net | $ 660,645 | $ 655,973 |
Other assets | 8,727 | 8,397 |
Total assets | 669,372 | 664,370 |
LIABILITIES AND EQUITY | ||
Debt financing | 317,440 | 317,359 |
Other liabilities | 5,693 | 4,855 |
Equity | 346,239 | 342,156 |
Total liabilities and equity | $ 669,372 | $ 664,370 |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE - Condensed Operating Information (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Equity Method Investments and Joint Ventures [Abstract] | ||
Total revenue | $ 14,806 | $ 12,507 |
Property operating expenses | 5,293 | 4,068 |
Net operating income | 9,513 | 8,439 |
Supervisory, administrative and other expenses | (1,057) | (898) |
Depreciation and amortization | (5,507) | (7,489) |
Interest expense | (2,899) | (2,826) |
Acquisition and other expenses | (262) | (366) |
Net loss | $ (212) | $ (3,140) |
SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
property
| |
Business Acquisition [Line Items] | |
Acquisition-related costs capitalized | $ 0.8 |
Recognized fair value allocated to real estate | $ 132.4 |
Number of self storage properties sold | property | 1 |
Gross selling price of self storage properties sold | $ 2.2 |
Gain on sale of self storage properties | 0.5 |
Customer In-Place Leases | |
Business Acquisition [Line Items] | |
Recognized fair value allocated to in-place leases | $ 3.4 |
Affiliated Entity | Participating Regional Operator (PRO) | |
Business Acquisition [Line Items] | |
Number of self storage properties acquired | property | 1 |
Estimated fair value of acquired self storage properties | $ 2.8 |
Self Storage Properties | |
Business Acquisition [Line Items] | |
Number of self storage properties acquired | property | 25 |
Estimated fair value of acquired self storage properties | $ 135.8 |
SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS - Acquisitions (Details) - 2018 Acquisitions $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
property
| |
Business Acquisition [Line Items] | |
Number of self storage properties acquired | property | 25 |
Cash and Acquisition Costs | $ 105,135 |
Value of OP Equity | 22,403 |
Mortgages Assumed | 7,581 |
Other Liabilities | 670 |
Total | $ 135,789 |
OTHER ASSETS (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
Receivables: | |||
Trade, net | $ 2,198 | $ 2,274 | |
PROs and other affiliates | 74 | 979 | |
Receivable from unconsolidated real estate venture | 1,504 | 1,200 | |
Property acquisition and other deposits | 1,092 | 5,050 | |
Interest rate swaps | 21,453 | 12,414 | |
Prepaid expenses and other | 5,403 | 3,949 | |
Corporate furniture, equipment and other, net | 1,428 | 1,444 | |
Goodwill | 5,750 | 5,750 | |
Total | 58,637 | 52,615 | |
Customer In-Place Leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 3,000 | $ 4,300 | |
Accumulated amortization | 6,217 | 3,914 | |
Other Assets [Abstract] | |||
Intangible assets, net of amortization | 6,947 | 6,590 | |
Trade Names | |||
Other Assets [Abstract] | |||
Intangible assets, net of amortization | 3,200 | 3,200 | |
Management Contract | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 200 | $ 200 | |
Accumulated amortization | 1,033 | 856 | |
Other Assets [Abstract] | |||
Intangible assets, net of amortization | $ 9,588 | $ 9,765 |
DEBT FINANCING - Future maturities (Details) - USD ($) $ in Thousands |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Scheduled Principal and Maturity Payments | ||
Remainder of 2018 | $ 6,402 | |
2019 | 5,128 | |
2020 | 112,022 | |
2021 | 242,603 | |
2022 | 159,205 | |
2023 | 302,049 | |
Thereafter | 239,756 | |
Total principal | 1,067,165 | $ 954,991 |
Amortization of Premium and Unamortized Debt Issuance Costs | ||
Remainder of 2018 | 22 | |
2019 | 3 | |
2020 | (348) | |
2021 | (435) | |
2022 | (153) | |
2023 | 127 | |
Thereafter | 3,219 | |
Total premium amortization and unamortized debt issuance costs | 2,435 | |
Total | ||
Remainder of 2018 | 6,424 | |
2019 | 5,131 | |
2020 | 111,674 | |
2021 | 242,168 | |
2022 | 159,052 | |
2023 | 302,176 | |
Thereafter | 242,975 | |
Total debt | $ 1,069,600 | $ 958,097 |
FAIR VALUE MEASUREMENTS - Interest Swap Derivatives (Details) - Interest Rate Swap - Level 2 - Designated as Hedging Instrument - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | ||
Fair value at beginning of period | $ 12,414 | $ 8,159 |
Swap ineffectiveness | 4 | |
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income | 49 | 770 |
Unrealized gains on interest rate swaps included in accumulated other comprehensive income | 8,990 | 1,613 |
Fair value of end of period | $ 21,453 | $ 10,546 |
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