EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2024

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Earnings per common share - basic and diluted
Numerator
Net income	$	29,771	$	43,064	$	157,139	$	128,932
Net income attributable to noncontrolling interests	(11,070)		(13,827)		(62,349)		(41,290)
Net income attributable to National Storage Affiliates Trust	18,701		29,237		94,790		87,642
Distributions to preferred shareholders	(5,112)		(5,110)		(15,332)		(13,908)
Distributed and undistributed earnings allocated to participating securities	(9)		(13)		(34)		(44)
Net income attributable to common shareholders - basic	13,580		24,114		79,424		73,690
Effect of assumed conversion of dilutive securities	—		13,396		—		40,012
Net income attributable to common shareholders - diluted	$	13,580	$	37,510	$	79,424	$	113,702

Denominator
Weighted average shares outstanding - basic	75,760		87,004		77,047		88,263
Effect of dilutive securities:
Weighted average OP units outstanding	—		38,030		—		38,505
Weighted average DownREIT OP units outstanding	—		2,121		—		2,121
Weighted average LTIP units outstanding	—		61		—		54
Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents	—		18,902		—		18,667
Weighted average shares outstanding - diluted	75,760		146,118		77,047		147,610

Earnings per share - basic	$	0.18	$	0.28	$	1.03	$	0.83
Earnings per share - diluted	$	0.18	$	0.26	$	1.03	$	0.77

Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings 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 Company's 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 its 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 or market 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 and nine months ended September 30, 2024, 540,751 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share. For the three and nine months ended September 30, 2024, 208,400 LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been attained as of the end of the reported period.

Effective July 1, 2024, in connection with the internalization of the PRO structure, all outstanding subordinated performance units and DownREIT subordinated performance units were converted into OP units and DownREIT OP units, respectively. For periods in which the subordinated performance units were outstanding, the Company calculated the potentially dilutive impact of such units by assuming a hypothetical conversion into OP units and DownREIT OP units and considering the GAAP income that was allocated to such units.

For the three months ended September 30, 2024, potential common shares totaling 58.6 million, related to OP units, DownREIT OP units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the nine months ended September 30, 2024, potential common shares totaling 58.2 million, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP 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.