UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-37351
National Storage Affiliates Trust
(Exact name of Registrant as specified in its charter)
 
Maryland
 
46-5053858
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

5200 DTC Parkway
Suite 200
Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip code)
(720) 630-2600
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
 
Accelerated Filer
Non-accelerated Filer
 
Smaller Reporting Company
 
 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  No 
As of August 2, 2017, 44,296,944 common shares of beneficial interest, $0.01 par value per share, were outstanding.



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 June 30, 2017 and December 31, 2016 (Unaudited)
 
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)
 
Condensed Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2017 (Unaudited)
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (Unaudited)
 
Notes to the Condensed Consolidated Financial Statements
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
ITEM 4.
Controls and Procedures
PART II. OTHER INFORMATION
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
 



2


PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements

NATIONAL STORAGE AFFILIATES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
(Unaudited)

 
June 30,
 
December 31,
 
2017
 
2016
ASSETS
 
 
 
Real estate
 
 
 
Self storage properties
$
1,954,056

 
$
1,844,336

Less accumulated depreciation
(138,726
)
 
(110,803
)
Self storage properties, net
1,815,330

 
1,733,533

Cash and cash equivalents
13,591

 
12,570

Restricted cash
13,954

 
2,767

Debt issuance costs, net
2,668

 
3,069

Investment in unconsolidated real estate venture
89,916

 
81,486

Other assets, net
42,083

 
44,730

Assets held for sale

 
13,937

Total assets
$
1,977,542

 
$
1,892,092

LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
Debt financing
$
969,140

 
$
878,954

Accounts payable and accrued liabilities
21,050

 
21,616

Deferred revenue
12,685

 
12,454

Total liabilities
1,002,875

 
913,024

Commitments and contingencies (Note 11)

 

Equity
 
 
 
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 shares authorized, 44,279,824 and 43,110,362 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
443

 
431

Additional paid-in capital
594,192

 
576,365

Distributions in excess of earnings
(27,870
)
 
(8,719
)
Accumulated other comprehensive income
8,748

 
9,025

Total shareholders' equity
575,513

 
577,102

Noncontrolling interests
399,154

 
401,966

Total equity
974,667

 
979,068

Total liabilities and equity
$
1,977,542

 
$
1,892,092



See notes to condensed consolidated financial statements.

3


NATIONAL STORAGE AFFILIATES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
REVENUE
 
 
 
 
 
 
 
Rental revenue
$
60,154

 
$
45,784

 
$
117,998

 
$
84,285

Other property-related revenue
2,045

 
1,500

 
3,926

 
2,648

Management fees and other revenue
2,142

 

 
3,980

 

Total revenue
64,341

 
47,284

 
125,904

 
86,933

OPERATING EXPENSES
 
 
 
 
 
 
 
Property operating expenses
19,803

 
15,457

 
39,552

 
28,734

General and administrative expenses
7,405

 
4,837

 
14,586

 
9,172

Depreciation and amortization
17,800

 
13,088

 
36,483

 
23,980

Total operating expenses
45,008

 
33,382

 
90,621

 
61,886

Income from operations
19,333

 
13,902

 
35,283

 
25,047

OTHER (EXPENSE) INCOME
 
 
 
 
 
 
 
Interest expense
(8,160
)
 
(5,844
)
 
(15,631
)
 
(10,785
)
Loss on early extinguishment of debt

 
(136
)
 

 
(136
)
Equity in losses of unconsolidated real estate venture
(765
)
 

 
(1,550
)
 

Acquisition costs
(167
)
 
(1,708
)
 
(311
)
 
(2,996
)
Non-operating expense
(14
)
 
(57
)
 
(66
)
 
(62
)
Gain on sale of self storage properties
5,637

 

 
5,637

 

Other expense
(3,469
)
 
(7,745
)
 
(11,921
)
 
(13,979
)
Income before income taxes
15,864

 
6,157

 
23,362

 
11,068

Income tax expense
(288
)
 
(112
)
 
(605
)
 
(221
)
Net income
15,576

 
6,045

 
22,757

 
10,847

Net (income) loss attributable to noncontrolling interests
(13,209
)
 
1,325

 
(19,835
)
 
(1,267
)
Net income attributable to National Storage Affiliates Trust
$
2,367

 
$
7,370

 
$
2,922

 
$
9,580

 
 
 
 
 
 
 
 
Earnings (loss) per share - basic
$
0.05

 
$
0.32

 
$
0.07

 
$
0.42

Earnings (loss) per share - diluted
$
0.05

 
$
0.08

 
$
0.07

 
$
0.15

 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
44,223

 
23,078

 
43,814

 
23,041

Weighted average shares outstanding - diluted
44,223

 
73,531

 
43,814

 
70,763

Dividends declared per common share
$
0.26

 
$
0.22

 
$
0.50

 
$
0.42



See notes to condensed consolidated financial statements.

4


NATIONAL STORAGE AFFILIATES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)
(Unaudited)

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
15,576

 
$
6,045

 
$
22,757

 
$
10,847

Other comprehensive income (loss)
 
 
 
 
 
 
 
Unrealized loss on derivative contracts
(3,852
)
 
(6,542
)
 
(2,239
)
 
(8,437
)
Reclassification of other comprehensive loss to interest expense
760

 
506

 
1,530

 
909

Other comprehensive loss
(3,092
)
 
(6,036
)
 
(709
)
 
(7,528
)
Comprehensive income
12,484

 
9

 
22,048

 
3,319

Comprehensive (income) loss attributable to noncontrolling interests
(11,992
)
 
7,361

 
(19,578
)
 
5,568

Comprehensive income attributable to National Storage Affiliates Trust
$
492

 
$
7,370

 
$
2,470

 
$
8,887


See notes to condensed consolidated financial statements.

5


NATIONAL STORAGE AFFILIATES TRUST
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(dollars in thousands, except share amounts)
(Unaudited)

 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
Additional
 
Distributions
 
Other
 
 
 
 
 
Common Shares
 
Paid-in
 
In Excess Of
 
Comprehensive
 
Noncontrolling
 
Total
 
Number
 
Amount
 
Capital
 
Earnings
 
Income
 
Interests
 
Equity
Balances, December 31, 2016
43,110,362

 
$
431

 
$
576,365

 
$
(8,719
)
 
$
9,025

 
$
401,966

 
$
979,068

OP equity issued for property acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
OP units and subordinated performance units, net of offering costs

 

 

 

 

 
13,058

 
13,058

LTIP units

 

 

 

 

 
587

 
587

Issuance of subordinated performance units

 

 

 

 

 
7,000

 
7,000

Redemptions of OP units
1,153,518

 
12

 
15,155

 

 
239

 
(15,406
)
 

Effect of changes in ownership for consolidated entities

 

 
2,572

 

 
(64
)
 
(2,508
)
 

Equity-based compensation expense

 

 
120

 

 

 
1,803

 
1,923

Issuance of LTIP units for acquisition expenses

 

 

 

 

 
4

 
4

Issuance of restricted common shares
16,525

 

 

 

 

 

 

Vesting and forfeitures of restricted common shares, net
(581
)
 

 
(20
)
 

 

 

 
(20
)
Reduction in receivables from partners of OP

 

 

 

 

 
438

 
438

Other comprehensive loss

 

 

 

 
(452
)
 
(257
)
 
(709
)
Common share dividends

 

 

 
(22,073
)
 

 

 
(22,073
)
Distributions to noncontrolling interests

 

 

 

 

 
(27,366
)
 
(27,366
)
Net income

 

 

 
2,922

 

 
19,835

 
22,757

Balances, June 30, 2017
44,279,824

 
$
443

 
$
594,192

 
$
(27,870
)
 
$
8,748

 
$
399,154

 
$
974,667


See notes to condensed consolidated financial statements.

6


NATIONAL STORAGE AFFILIATES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)

 
Six Months Ended
June 30,
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
22,757

 
$
10,847

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
36,483

 
23,980

Amortization of debt issuance costs
1,059

 
1,040

Amortization of debt discount and premium, net
(791
)
 
(1,026
)
Loss on debt extinguishment

 
136

Gain on sale of self storage properties
(5,637
)
 

LTIP units issued for acquisition expenses

 
56

Equity-based compensation expense
1,923

 
1,227

Equity in losses of unconsolidated real estate venture
1,550

 

Distributions from unconsolidated real estate venture
2,417

 

Change in assets and liabilities, net of effects of self storage property acquisitions:
 
 
 
Other assets
(3,312
)
 
(779
)
Accounts payable and accrued liabilities
(649
)
 
4,594

Deferred revenue
(256
)
 
304

Net Cash Provided by Operating Activities
55,544

 
40,379

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Acquisition of self storage properties
(86,945
)
 
(123,932
)
Capital expenditures
(7,085
)
 
(3,614
)
Investments in and advances to unconsolidated real estate venture
(12,647
)
 

Distributions from unconsolidated real estate venture
250

 

Deposits and advances for self storage property and other acquisitions
(565
)
 
(1,933
)
Expenditures for corporate furniture, equipment and other
(157
)
 
(336
)
Proceeds from sale of self storage properties
15,342

 

Net Cash Used In Investing Activities
(91,807
)
 
(129,815
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from issuance of subordinated performance units
7,000

 

Borrowings under debt financings
310,500

 
381,500

Receipts for OP unit subscriptions
567

 
789

Collection of receivables from issuance of OP equity

 
570

Principal payments under debt financings
(218,762
)
 
(252,586
)
Payment of dividends to common shareholders
(22,073
)
 
(9,711
)
Distributions to noncontrolling interests
(26,866
)
 
(21,725
)
Debt issuance costs
(1,346
)
 
(4,612
)
Equity offering costs
(549
)
 
(311
)
Net Cash Provided By Financing Activities
48,471

 
93,914

Increase in Cash, Cash Equivalents and Restricted Cash
12,208

 
4,478

CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
 
 
Beginning of period
15,337

 
9,377

End of period
$
27,545

 
$
13,855

Supplemental Cash Flow Information
 
 
 
Cash paid for interest
$
15,061

 
$
10,354


See notes to condensed consolidated financial statements.

7


NATIONAL STORAGE AFFILIATES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2017
(Unaudited)






1. 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 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 394 self storage properties in 21 states with approximately 23.9 million rentable square feet in approximately 190,000 storage units as of June 30, 2017. These properties are managed with local operational focus and expertise by the Company's 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.
2. 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 June 30, 2017 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


8


operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership.
As of June 30, 2017 and December 31, 2016, 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 $252.9 million and $256.8 million as of June 30, 2017 and December 31, 2016, 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 $40.5 million and $41.4 million as of June 30, 2017 and December 31, 2016, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.
Reclassifications
Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company's previously reported financial position or net income (loss).
Revenue Recognition
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 consists of ancillary revenues such as tenant insurance-related access fees and commissions and sales of storage supplies which are recognized in the period earned.
The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.
The Company earns management and other fees for managing and operating its unconsolidated real estate venture. These fees include property management fees, call center fees, platform fees, acquisition fees, development fees and a portion of tenant warranty protection proceeds. The Company recognizes these fees when they are earned, fixed and determinable. The fees are reported in management fees and other revenue in the Company's condensed consolidated statements of operations.
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 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 "look through" approach for classification of distributions from its unconsolidated real estate venture in its consolidated statements of cash flows. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., proceeds from the unconsolidated real estate venture’s sale of assets), in which case it is reported as an investing activity.
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.


9


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 and like-kind exchange proceeds.
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, 2016 the Company had two self storage properties classified as held for sale. The results of operations for the self storage properties 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.


10


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. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 is effective for the Company on January 1, 2018, with early application permitted for the Company on January 1, 2017. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. Although the Company has not yet selected a transition method, as ASU 2014-09 does not impact lessor accounting, the Company does not believe the adoption of ASU 2014-09 will significantly impact its accounting for rental revenue. The Company expects that certain property-related ancillary revenues and management and other fees will be in the scope of the new guidance. Based on the Company’s ongoing evaluation, the Company does not currently anticipate material changes to its recognition of revenue as a result of adopting ASU 2014-09.
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. ASU 2016-02 is effective for the Company on January 1, 2019, with early application permitted. 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.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, which clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The Company adopted ASU 2016-15 effective January 1, 2017, which did not result in any changes to the presentation of amounts shown on the Company's condensed consolidated statements of cash flows for the six months ended June 30, 2017 and 2016.
In November 2016, the FASB issued an ASU 2016-18, Statement of Cash Flows - Restricted Cash, that requires the inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted ASU 2016-18 effective January 1, 2017, which resulted in the inclusion of the Company's restricted cash balances along with cash and cash equivalents in the Company's condensed consolidated statement of cash flows and separate line items showing changes in restricted cash balances were eliminated from the Company's condensed consolidated statements of cash flows. ASU 2016-18 was applied retrospectively to all periods presented.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business and provides an amended framework for determining whether a transaction involves an asset or a business. The Company adopted ASU 2017-01 effective January 1, 2017. As further discussed in Note 6, as a result of the adoption of ASU 2017-01, the Company's self storage property acquisitions during the six months ended June 30, 2017 were accounted for as asset acquisitions, and accordingly, the acquisition costs related to the self storage property acquisitions were capitalized as part of the basis of the acquired properties.


11


3. 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 June 30, 2017 and December 31, 2016, units reflecting noncontrolling interests consisted of the following:
 
June 30, 2017
 
December 31, 2016
OP units
26,274,340

 
26,125,444

Subordinated performance units
11,418,815

 
11,022,378

LTIP units
934,323

 
1,543,905

DownREIT units
 
 
 
DownREIT OP units
1,834,786

 
1,834,786

DownREIT subordinated performance units
4,386,999

 
4,386,999

Total
44,849,263

 
44,913,512

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 holders of OP units 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. Accordingly, these limited partner interests are included in noncontrolling interests within equity in the accompanying condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016.
The increase in OP Units outstanding from December 31, 2016 to June 30, 2017 was due to the conversion of 828,881 LTIP units into OP units and the issuance of 473,533 OP units in connection with the acquisition of self storage properties, partially offset by the redemption of 1,153,518 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.
The increase in subordinated performance units outstanding from December 31, 2016 to June 30, 2017 was due to the issuance of 300,043 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) and the issuance of 96,394 subordinated performance units in connection with the acquisition of self storage properties.


12


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.
LTIP units were first granted under the 2013 Long-Term Incentive Plan (the "2013 Plan"). Some of the granted LTIP units vested immediately or upon completion of the Company's initial public offering. Others vest upon the contribution of self storage properties or along a schedule at certain times through January 1, 2020. LTIP units do not have full parity with OP units with respect to liquidating distributions and may not receive ordinary distributions until such parity is reached pursuant to the terms of the LP Agreement. If such parity is reached under the LP Agreement, upon vesting, vested LTIP units may be converted into an equal number of OP units, and thereafter have all the rights of OP units, including redemption rights.
The decrease in LTIP units outstanding from December 31, 2016 to June 30, 2017 was due to the conversion of 828,881 LTIP units into 828,881 OP units, partially offset by the issuance of 219,299 compensatory LTIP units to employees, consultants and trustees.
4. SELF STORAGE PROPERTIES
Self storage properties are summarized as follows (dollars in thousands):
 
June 30, 2017
 
December 31, 2016
Land
$
482,983

 
$
456,135

Buildings and improvements
1,466,155

 
1,383,603

Furniture and equipment
4,918

 
4,598

Total self storage properties
1,954,056

 
1,844,336

Less accumulated depreciation
(138,726
)
 
(110,803
)
Self storage properties, net
$
1,815,330

 
$
1,733,533

Depreciation expense related to self storage properties amounted to $14.3 million and $10.1 million during the three months ended June 30, 2017 and 2016, respectively, and $28.4 million and $18.8 million during the six months ended June 30, 2017 and 2016, respectively.


13


5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURE
As of June 30, 2017, the Company's unconsolidated real estate venture owned and operated a portfolio of 70 properties containing approximately 4.9 million rentable square feet, configured in approximately 39,000 storage units and located across 13 states. The unconsolidated real estate venture acquired four self storage properties with an estimated fair value of $49.8 million during the six months ended June 30, 2017. The unconsolidated real estate venture financed the self storage property acquisitions with capital contributions from the unconsolidated real estate venture members, of which the Company contributed $12.5 million for its 25% proportionate share in the unconsolidated real estate venture.
The following table presents the condensed financial position of the unconsolidated real estate venture as of June 30, 2017 and December 31, 2016 (in thousands):
 
June 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Self storage properties, net
$
655,233

 
$
614,754

Other assets
14,141

 
19,936

Total assets
$
669,374

 
$
634,690

LIABILITIES AND EQUITY
 
 
 
Debt financing
$
317,192

 
$
317,047

Other liabilities
5,764

 
4,498

Equity
346,418

 
313,145

Total liabilities and equity
$
669,374

 
$
634,690

 
 
 
 

The following table presents the condensed operating information of the unconsolidated real estate venture for the three and six months ended June 30, 2017 (in thousands):
 
Three Months Ended June 30, 2017
 
Six Months Ended
June 30, 2017
Total revenue
$
13,059

 
$
25,566

Property operating expenses
4,432

 
8,500

Net operating income
8,627

 
17,066

Supervisory, administrative and other expenses
(941
)
 
(1,839
)
Depreciation and amortization
(7,676
)
 
(15,165
)
Interest expense
(2,802
)
 
(5,628
)
Acquisition and other expenses
(267
)
 
(633
)
Net loss
$
(3,059
)
 
$
(6,199
)
 
 
 
 


14


6. SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS
Acquisitions
The Company acquired 15 self storage properties with an estimated fair value of $101.9 million during the six months ended June 30, 2017. Of these acquisitions, six self storage properties with an estimated fair value of $33.4 million were acquired by the Company from its PROs. As a result of the Company's adoption of ASU 2017-01 during the six months ended June 30, 2017, the 15 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 $2.5 million, resulting in a total fair value of $99.4 million allocated to real estate.
The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2017 (dollars in thousands):
Acquisitions Closed During the Three Months Ended:
 
Number of Properties
 
Summary of Investment
 
 
Cash and Acquisition Costs
 
Value of OP Equity(1)
 
Other Liabilities
 
Total
 
 
 
 
March 31, 2017
 
5
 
$
26,780

 
$
4,964

 
$
183

 
$
31,927

June 30, 2017
 
10
 
60,672

 
8,931

 
387

 
69,990

Total
 
15
 
$
87,452

 
$
13,895

 
$
570

 
$
101,917

(1) 
Value of OP equity represents the fair value of OP units, subordinated performance units and LTIP units. 
Pro Forma Financial Information For 2016 Business Combinations
The Company acquired 107 self storage properties during the year ended December 31, 2016 that were accounted for as business combinations. On a pro forma basis, after giving effect to the acquisition of 100 of the 107 self storage properties as if they were acquired on January 1, 2015 (pro forma financial information is not presented for seven of the self storage properties acquired during the year ended December 31, 2016 since the information required is not available to the Company), the Company would have recorded incremental additional revenue and net income of $10.0 million and $1.9 million, respectively, for the three months ended June 30, 2016 and $25.5 million and $4.9 million for the six months ended June 30, 2016, respectively. This pro forma information was prepared using the following significant assumptions: (i) for the cash portion of the purchase price, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 1.87% as of June 30, 2016; (ii) for assumed debt financing directly associated with the acquisition of specific self storage properties, interest was computed for the entirety of the periods presented using the effective interest rates under such financings; and (iii) for acquisition costs of $1.7 million and $3.0 million incurred during the three and six months ended June 30, 2016, pro forma adjustments give effect to these costs as if they were incurred on January 1, 2015.
The pro forma information presented in the paragraph above does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations. As described in greater detail above, given that certain information with respect to the business combinations is not available to the Company, readers of this Form 10-Q and investors are cautioned not to place undue reliance on the Company's pro forma financial information.
Dispositions
During the six months ended June 30, 2017, the Company sold to unrelated third parties three self storage properties. The gross sales price was $15.6 million and the Company recognized $5.6 million of gain on the sales.


15


7. OTHER ASSETS
Other assets consist of the following (dollars in thousands):
 
June 30, 2017
 
December 31, 2016
Customer in-place leases, net of accumulated amortization of $8,068 and $7,831, respectively
$
4,660

 
$
9,374

Receivables:
 
 
 
Trade, net
1,766

 
1,898

PROs and other affiliates
739

 
601

Receivable from unconsolidated real estate venture
767

 
1,093

Property acquisition and other deposits
692

 
477

Interest rate swaps
7,559

 
8,742

Prepaid expenses and other
5,622

 
1,879

Corporate furniture, equipment and other, net
1,209

 
1,243

Trade name
3,200

 
3,200

Management contract, net of accumulated amortization of $502 and $148, respectively
10,119

 
10,473

Goodwill
5,750

 
5,750

Total
$
42,083

 
$
44,730

8. DEBT FINANCING
The Company's outstanding debt as of June 30, 2017 and December 31, 2016 is summarized as follows (dollars in thousands):
 
 
 
 
 
 
 
Interest Rate(1)
 
June 30, 2017
 
December 31, 2016
Credit Facility:
 
 
 
 
 
Revolving line of credit
2.62%
 
$
181,000

 
$
246,500

Term loan A
2.60%
 
235,000

 
225,000

Term loan B
3.24%
 
155,000

 
100,000

Term loan C
3.71%
 
105,000

 

Term loan facility
3.08%
 
100,000

 
100,000

Fixed rate mortgages payable
4.15%
 
188,932

 
201,694

Total principal
 
 
964,932

 
873,194

Unamortized debt issuance costs and debt premium, net
 
 
4,208

 
5,760

Total debt
 
 
$
969,140

 
$
878,954


(1) 
Represents the effective interest rate as of June 30, 2017. 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. 
Credit Facility Increase
 On February 8, 2017, pursuant to a partial exercise by the Company's operating partnership of its expansion option under its amended and restated credit agreement dated as of May 6, 2016, the Company's operating partnership, as borrower, certain of its subsidiaries that are party to the amended and restated credit agreement, as subsidiary guarantors, and the Company, as parent guarantor, entered into a second increase agreement and amendment (the "Increase Agreement") with a syndicated group of lenders to increase the total borrowing capacity under the tranche A term loan facility (the "Term Loan A") and the tranche B term loan facility (the "Term Loan B") by $10.0 million and $55.0


16


million, respectively, and to provide a new tranche C term loan facility ("Term Loan C") in an aggregate outstanding principal amount of $105.0 million, which, in the aggregate, increased the total borrowing capacity by $170.0 million for a total unsecured credit facility of $895.0 million consisting of the following components: (i) a $400.0 million revolving line of credit (the "Revolver" and together with the Term Loan A, Term Loan B and Term Loan C, the "credit facility"), (ii) Term Loan A, which now provides for a total borrowing commitment of up to $235.0 million, (iii) Term Loan B, which now provides for a total borrowing commitment of up to $155.0 million and (iv) Term Loan C, which provides for a total borrowing commitment of up to $105.0 million. The Company continues to have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $1.0 billion.
The Term Loan C matures on February 8, 2024. It is not subject to any scheduled reduction or amortization payment prior to maturity. Interest rates applicable to loans under Term Loan C are determined based on a 1, 2, 3 or 6 month London Interbank Offered Rate ("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 C are leverage based and range from 1.70% to 2.25% for LIBOR loans and 0.70% to 1.25% 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 C is subject to the rating based on applicable margins ranging from 1.50% to 2.45% for LIBOR Loans and 0.50% to 1.45% for base rate loans. Prepayments of any loans under Term Loan C are subject to prepayment premiums of 2.00% from the date of the Increase Agreement through and including the first anniversary of the Increase Agreement and 1.00% from the first anniversary of the Increase Agreement through and including the second anniversary of the Increase Agreement. There is no prepayment penalty thereafter. Other than the increases and amendments related to Term Loan C described above, the Increase Agreement did not impact or amend the amended and restated credit agreement's previously disclosed terms, including its covenants, events of default, or terms of payment.
As of June 30, 2017, the Company had outstanding letters of credit totaling $4.7 million and would have had the capacity to borrow remaining Revolver commitments of $214.3 million while remaining in compliance with the credit facility's financial covenants. At June 30, 2017, the Company was in compliance with all such covenants.
For a summary of the Company's financial covenants and additional detail regarding the Company's credit facility, term loan facility, and fixed rate mortgage payables, please see Note 8 to the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Future Debt Obligations
Based on existing debt agreements in effect as of June 30, 2017, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands):
Year Ending December 31,
 
Scheduled Principal and Maturity Payments
 
Amortization of Premium and Unamortized Debt Issuance Costs
 
Total
Remainder of 2017
 
$
2,342

 
$
198

 
$
2,540

2018
 
10,617

 
293

 
10,910

2019
 
4,983

 
225

 
5,208

2020
 
220,245

 
(127
)
 
220,118

2021
 
242,509

 
(215
)
 
242,294

2022
 
159,205

 
68

 
159,273

Thereafter
 
325,031

 
3,766

 
328,797

 
 
$
964,932

 
$
4,208

 
$
969,140



17


9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2017 and 2016, respectively (in thousands, except per share amounts):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Earnings (loss) per common share - basic and diluted
 
 
 
 
 
 
 
Numerator
 
 
 
 
 
 
 
Net income
$
15,576

 
$
6,045

 
$
22,757

 
$
10,847

Net (income) loss attributable to noncontrolling interests
(13,209
)
 
1,325

 
(19,835
)
 
(1,267
)
Net income attributable to National Storage Affiliates Trust
2,367

 
7,370

 
2,922

 
9,580

Distributed and undistributed earnings allocated to participating securities
(7
)
 
(5
)
 
(13
)
 
(9
)
Net income attributable to common shareholders - basic
2,360

 
7,365

 
2,909

 
9,571

Effect of assumed conversion of dilutive securities

 
(1,356
)
 

 
1,215

Net income attributable to common shareholders - diluted
$
2,360

 
$
6,009

 
$
2,909

 
$
10,786

 
 
 
 
 
 
 
 
Denominator
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
44,223

 
23,078

 
43,814

 
23,041

Effect of dilutive securities:
 
 
 
 
 
 
 
Weighted average OP units outstanding

 
24,733

 

 
23,484

Weighted average DownREIT OP unit equivalents outstanding

 
1,835

 

 
1,835

Weighted average LTIP units outstanding

 
2,164

 

 
2,158

Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents

 
21,721

 

 
20,245

Weighted average shares outstanding - diluted
44,223

 
73,531

 
43,814

 
70,763

 
 
 
 
 
 
 
 
Earnings (loss) per share - basic
$
0.05

 
$
0.32

 
$
0.07

 
$
0.42

Earnings (loss) per share - diluted
$
0.05

 
$
0.08

 
$
0.07

 
$
0.15

 
 
 
 
 
 
 
 
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


18


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 and six months ended June 30, 2017, 410,825 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 and six months ended June 30, 2017, 236,000 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 and six months ended June 30, 2017, potential common shares totaling 50.3 million and 50.2 million, respectively, 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.


19


10. RELATED PARTY TRANSACTIONS
Supervisory and Administrative Fees
The Company has entered into asset management agreements with the PROs to continue providing 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 June 30, 2017 and 2016, the Company incurred $3.5 million and $2.7 million, respectively, for supervisory and administrative fees to the PROs and during the six months ended June 30, 2017 and 2016, the Company incurred $6.8 million and $4.9 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.
Affiliate Payroll Services
The employees responsible for operation of the self storage properties are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended June 30, 2017 and 2016, the Company incurred $5.9 million and $4.7 million, respectively, for payroll and related costs reimbursable to these affiliates, and for the six months ended June 30, 2017 and 2016, the Company incurred $11.7 million and $8.7 million, respectively, for payroll and related costs reimbursable to these affiliates. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations.
Due Diligence Costs
During the three months ended June 30, 2017 and 2016, the Company incurred $0.2 million and $0.2 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs, and during the six months ended June 30, 2017 and 2016, the Company incurred $0.3 million and $0.3 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. For the three and six months ended June 30, 2017, these due diligence costs are capitalized as part of the basis of the acquired self storage properties and for the three and six months ended June 30, 2016, these due diligence costs are included in acquisition costs in the accompanying condensed consolidated statements of operations.
Management Fees and Other Revenue
The unconsolidated real estate venture pays certain customary fees to the Company for managing and operating the unconsolidated real estate venture properties, including property management fees, call center fees, platform fees, acquisition fees and development management fees. During the three and six months ended June 30, 2017, the Company earned $2.1 million and $4.0 million, respectively, of management fees and other revenue for managing and operating the unconsolidated real estate venture. The fees are reported in management fees and other revenue in the accompanying condensed consolidated statements of operations.
11. 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.


20


12. 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 effective portion of 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. The ineffective portion of the change in fair value of the derivatives is recognized directly into 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):
Fair value at December 31, 2015
$
(972
)
Swap ineffectiveness
7

Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
909

Unrealized losses on interest rate swaps included in accumulated other comprehensive loss
(8,437
)
Fair value at June 30, 2016
$
(8,493
)
 
 
Fair value at December 31, 2016
$
8,159

Swap ineffectiveness
6

Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
1,530

Unrealized losses on interest rate swaps included in accumulated other comprehensive loss
(2,239
)
Fair value at June 30, 2017
$
7,456

As of June 30, 2017 and December 31, 2016, the Company had outstanding interest rate swaps with aggregate notional amounts of $595.0 million and $425.0 million, respectively, designated as cash flow hedges. As of June 30, 2017, the Company's swaps had a weighted average remaining term of approximately 4.0 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 to the extent of their effectiveness. If the forward rates at June 30, 2017 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $1.0 million of the unrealized losses included in accumulated other comprehensive income (loss). If market interest rates increase above the 1.51% weighted average fixed rate under these interest rate swaps the Company will benefit from net cash payments due to it from the counterparty to the interest rate swaps.
There were no transfers between levels during the six months ended June 30, 2017 and 2016. 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 June 30, 2017, 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.


21


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 June 30, 2017 and December 31, 2016, 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 June 30, 2017 and December 31, 2016 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 fair values of fixed rate mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value hierarchy). The combined principal balance of the Company's fixed rate mortgages payable was approximately $188.9 million as of June 30, 2017 with a fair value of approximately $201.8 million. In determining the fair value, the Company estimated a weighted average market interest rate of approximately 3.84%, compared to the weighted average contractual interest rate of 5.20%. The combined principal balance of the Company's fixed rate mortgages was approximately $201.7 million as of December 31, 2016 with a fair value of approximately $214.0 million. In determining the fair value as of December 31, 2016, the Company estimated a weighted average market interest rate of approximately 3.89%, compared to the weighted average contractual interest rate of 5.25%.
13. SUBSEQUENT EVENTS
In July 2017, the Company acquired four self storage properties for approximately $40.9 million. The four self storage properties were acquired for all cash consideration from third-party sellers and the Company assumed approximately $0.2 million of other working capital liabilities. In connection with these acquisitions, the Company incurred $0.1 million of expenses, payable to certain PROs, for due diligence costs related to the self storage properties sourced by the PROs.


22


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
We make forward-looking statements in this report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," or similar expressions, we intend to identify forward-looking statements.
The forward-looking statements contained in this report reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement.
Statements regarding the following subjects, among others, may be forward-looking:
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;


23


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.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and the notes thereto, as well as the sections entitled "Business," "Risk Factors," "Properties," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," described in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2017 (the "Annual Report"), and the other documents we file from time to time with the Securities and Exchange Commission. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment trust organized in the state of Maryland on May 16, 2013. We have elected and believe we have qualified to be taxed as a REIT commencing with our taxable year ended December 31, 2015. We serve as the sole general partner of our operating partnership, a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is focused on the ownership, operation, and acquisition of self storage properties located within the top 100 metropolitan statistical areas throughout the United States.
Our chairman and chief executive officer, Arlen D. Nordhagen, co-founded SecurCare Self Storage, Inc. in 1988 to invest in and manage self storage properties. While growing SecurCare to over 150 self storage properties, Mr. Nordhagen recognized a market opportunity for a differentiated public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced regional self storage operators with local operational focus and expertise. We believe that his vision, which is the foundation of the Company, aligns the interests of our participating regional operators ("PROs"), with those of our public shareholders by allowing our PROs to participate alongside our shareholders in our financial performance and the performance of our PROs' managed portfolios. This structure offers our PROs a unique opportunity to serve as regional property managers for their managed portfolios and directly participate in the potential upside of those properties while simultaneously diversifying their investment to include a broader portfolio of self storage properties.
Our Structure
Our structure promotes operator accountability as subordinated performance units issued to our PROs in exchange for the contribution of their properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our subordinated performance units will be reduced before or disproportionately to distributions on our common shares held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance units in each acquisition that they source, and the value of these subordinated performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property performance that our PROs are incentivized to deliver.
Our PROs
The Company had eight PROs as of June 30, 2017: SecurCare, Northwest, Optivest, Guardian, Move It, Storage Solutions, Hide Away and Personal Mini. We seek to further expand our platform by continuing to recruit additional


24


established self storage operators, while integrating our operations through the implementation of centralized initiatives, including management information systems, revenue enhancement, and cost optimization programs. Our national platform allows us to capture cost savings by eliminating redundancies and utilizing economies of scale across the property management platforms of our PROs while also providing greater access to lower-cost capital.
Consolidated Properties
We seek to own properties that are well located in high quality sub-markets with highly accessible street access and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against new construction and new construction costs that we believe are higher than our properties' fair market value.
As of June 30, 2017, we owned a geographically diversified portfolio of 394 self storage properties, located in 21 states, comprising approximately 23.9 million rentable square feet, configured in approximately 190,000 storage units. Of these properties, 241 were acquired by us from our PROs and 153 were acquired by us from third-party sellers.
During the six months ended June 30, 2017, we acquired 15 self storage properties with an aggregate fair value of $101.9 million, comprising approximately 0.9 million rentable square feet, configured in approximately 7,200 storage units. Of these acquisitions, six were acquired by us from our PROs and nine were acquired by us from third-party sellers.
During the six months ended June 30, 2017, the Company sold three self storage properties to unrelated third parties for $15.6 million. These self storage properties comprised approximately 0.2 million rentable square feet configured in approximately 1,200 storage units.
Our Unconsolidated Real Estate Venture
We seek to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued external growth by partnering with institutional investors seeking to deploy capital in the self storage industry.
As of June 30, 2017, our unconsolidated real estate venture, in which we have a 25% ownership interest, owned and operated a portfolio of 70 properties containing approximately 4.9 million rentable square feet, configured in approximately 39,000 storage units and located across 13 states.
During the six months ended June 30, 2017, our unconsolidated real estate venture acquired four self storage properties with an aggregate fair value of $49.8 million, comprising approximately 0.3 million rentable square feet, configured in approximately 3,100 storage units.
Our Property Management Platform
Through our property management platform, we direct, manage and control the day-to-day operations and affairs of the unconsolidated real estate venture and earn certain customary fees for managing and operating the properties. In addition, we provide tenant warranty protection to tenants at the unconsolidated real estate venture properties in exchange for half of all proceeds from the tenant warranty protection program at each unconsolidated real estate venture property.
Results of Operations
When reviewing our results of operations it is important to consider the timing of acquisition activity. We acquired 15 self storage properties during the six months ended June 30, 2017 and 107 self storage properties during the year ended December 31, 2016. As a result of these and other factors, we do not believe that our historical results of operations discussed and analyzed below are comparable or necessarily indicative of our future results of operations or cash flows.
To help analyze the operating performance of our self storage properties, we also discuss and analyze operating results relating to our same store portfolio. Our same store portfolio is defined as those properties owned and operated for the entirety of the applicable periods presented, excluding any properties sold or expected to be sold or where we completed a storage space expansion which caused the property's year-over-year operating results to no longer be comparable. As of June 30, 2017, our same store portfolio consisted of 277 self storage properties which consists of only those properties that were included in our condensed consolidated financial statements since January 1, 2016, excluding two properties that we disposed of during the six months ended June 30, 2017.


25


The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements in Item 1. Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our condensed consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.
Three Months Ended June 30, 2017 compared to the Three Months Ended June 30, 2016
Net income was $15.6 million for the three months ended June 30, 2017, compared to $6.0 million for the three months ended June 30, 2016, an increase of $9.6 million. The increase was primarily due to an increase in net operating income ("NOI") resulting from an additional 80 self storage properties acquired between July 1, 2016 and June 30, 2017, gains from the sale of two self storage properties and same store NOI growth, partially offset by increases in depreciation and amortization, interest expense and general and administrative expenses. For a description of NOI, see "Non-GAAP Financial measures – NOI". The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 (dollars in thousands):
 
Three Months Ended June 30,
 
2017
 
2016
 
Change
Rental revenue
 
 
 
 
 
Same store portfolio
$
41,293

 
$
39,039

 
$
2,254

Non-same store portfolio
18,861

 
6,745

 
12,116

Total rental revenue
60,154

 
45,784

 
14,370

Other property-related revenue
 
 
 
 
 
Same store portfolio
1,394

 
1,303

 
91

Non-same store portfolio
651

 
197

 
454

Total other property-related revenue
2,045

 
1,500

 
545

Property operating expenses
 
 
 
 
 
Same store portfolio
13,016

 
12,966

 
50

Non-same store portfolio
6,787

 
2,491

 
4,296

Total property operating expenses
19,803

 
15,457

 
4,346

Net operating income
 
 
 
 
 
Same store portfolio
29,671

 
27,376

 
2,295

Non-same store portfolio
12,725

 
4,451

 
8,274

Total net operating income
42,396

 
31,827

 
10,569

Management fees and other revenue
2,142

 

 
2,142

General and administrative expenses
(7,405
)
 
(4,837
)
 
(2,568
)
Depreciation and amortization
(17,800
)
 
(13,088
)
 
(4,712
)
Income from operations
19,333

 
13,902

 
5,431

Other (expense) income
 
 
 
 
 
Interest expense
(8,160
)
 
(5,844
)
 
(2,316
)
Loss on early extinguishment of debt

 
(136
)
 
136

Equity in losses of unconsolidated real estate venture
(765
)
 

 
(765
)
Acquisition costs
(167
)
 
(1,708
)
 
1,541

Non-operating expense
(14
)
 
(57
)
 
43

Gain on sale of self storage properties
5,637

 

 
5,637

Other expense
(3,469
)
 
(7,745
)
 
4,276

Income before income taxes
15,864

 
6,157

 
9,707

Income tax expense
(288
)
 
(112
)
 
(176
)


26


Net income
15,576

 
6,045

 
9,531

Net (income) loss attributable to noncontrolling interests
(13,209
)
 
1,325

 
(14,534
)
Net income attributable to National Storage Affiliates Trust
$
2,367

 
$
7,370

 
$
(5,003
)
Total Revenue
Our total revenue increased by $17.1 million, or 36.1%, for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This increase was primarily attributable to incremental revenue from 80 self storage properties we acquired between July 1, 2016 and June 30, 2017, increased market rates and fees, regular rental increases for in-place tenants, and management fees and other revenue earned from our unconsolidated real estate venture, partially offset by a decrease in total portfolio average occupancy from 90.4% to 89.4%. Average occupancy is calculated based on the average of the month-end occupancy immediately preceding the period presented and the month-end occupancies included in the respective period presented.
Rental Revenue
Rental revenue increased by $14.4 million, or 31.4%, for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. The increase in rental revenue was due to a $12.1 million increase in non-same store rental revenue which was primarily attributable to incremental rental revenue of $10.9 million from 70 self storage properties acquired between July 1, 2016 and March 31, 2017, and $0.7 million from 10 self storage properties acquired during the three months ended June 30, 2017. Same store portfolio rental revenues increased $2.3 million, or 5.8%, due to a 6.3% increase, from $10.86 to $11.54, in same store rental revenue divided by average occupied square feet ("rental revenue per occupied square foot"), driven primarily by increased contractual lease rates and fees.
Other Property-Related Revenue
Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and commissions and sales of storage supplies. Other property-related revenue increased by $0.5 million, or 36.3%, for the three months ended June 30, 2017, as compared to the three months ended June 30, 2016. This increase resulted from a $0.5 million increase in non-same store other property-related revenue which was primarily attributable to $0.4 million incremental other property-related revenue from 70 self storage properties acquired between July 1, 2016 and March 31, 2017, and less than $0.1 million from 10 self storage properties acquired during the three months ended June 30, 2017.
Management Fees and Other Revenue
During the three months ended June 30, 2017, we earned $2.1 million of management and other fees for managing and operating the unconsolidated real estate venture. The unconsolidated real estate venture pays certain customary fees to us for managing and operating the unconsolidated real estate venture properties, including property management fees, call center fees, platform fees and acquisition fees.
Total Operating Expenses
Total operating expenses for the three months ended June 30, 2017 were $45.0 million compared to $33.4 million for the three months ended June 30, 2016, an increase of $11.6 million, or 34.8%. As discussed below, this change was primarily due to an increase of $4.3 million in property operating expenses, $2.6 million in general and administrative expenses, and $4.7 million in depreciation and amortization.
Property Operating Expenses
Property operating expenses were $19.8 million for the three months ended June 30, 2017 compared to $15.5 million for the three months ended June 30, 2016, an increase of $4.3 million, or 28.1%. This increase resulted from a $4.3 million increase in non-same store property operating expenses that was primarily attributable to incremental property operating expenses of $3.9 million from 70 self storage properties acquired between July 1, 2016 and March 31, 2017 and $0.3 million from 10 self storage properties acquired during the three months ended June 30, 2017. In addition, same store portfolio property operating expenses increased $0.1 million, or 0.4%, due to increases in property taxes and bad debt expense, partially offset by decreases in advertising expenses and personnel costs.


27


General and Administrative Expenses
General and administrative expenses increased $2.6 million, or 53.1%, for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. This increase was attributable to increases in supervisory and administrative fees charged by our PROs of $0.8 million primarily as a result of incremental fees related to the 80 properties we acquired from July 1, 2016 to June 30, 2017, costs related to our property management platform of $0.9 million, salaries and benefits of $0.4 million and equity-based compensation expense of $0.3 million.
Depreciation and Amortization
Depreciation and amortization increased $4.7 million, or 36.0%, for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. This increase was primarily attributable to incremental depreciation expense of $3.5 million from 70 self storage properties acquired between July 1, 2016 and March 31, 2017, and $0.2 million from 10 self storage properties acquired during the three months ended June 30, 2017. In addition, amortization of customer in-place leases increased $0.3 million from $2.9 million for the three months ended June 30, 2016 to $3.2 million for the three months ended June 30, 2017. Customer in-place leases are amortized over the 12-month period following the respective acquisition dates of our self storage properties. As of June 30, 2017, the unamortized balance of customer in-place leases totaled $4.7 million.
Interest Expense
Interest expense increased $2.3 million, or 39.6%, for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. The increase in interest expense was primarily attributable to increases in outstanding borrowings under our credit facility and higher interest rates on the Revolver, a new term loan facility borrowing during 2016 and a $0.2 million decrease in amortization of debt premiums.
Loss On Early Extinguishment of Debt
Loss on early extinguishment of debt decreased $0.1 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. During the three months ended June 30, 2016, in connection with the amendment to our credit facility, one of the lenders that was included in the syndicated group of lenders prior to the amendment is no longer a participating lender following the amendment, which constitutes an extinguishment of debt for accounting purposes. As a result, we wrote off $0.1 million of unamortized debt issuance costs, which is the amount attributed to the lender no longer included in the lending syndicate.
Equity In Losses Of Unconsolidated Real Estate Venture
During the three months ended June 30, 2017, we recorded $0.8 million of equity in losses from our unconsolidated real estate venture. Equity in losses of unconsolidated real estate venture represents our share of earnings and losses earned through our 25% ownership interest in the unconsolidated real estate venture. The unconsolidated real estate venture recorded a net loss of $3.1 million during the three months ended June 30, 2017, primarily due to NOI of $8.6 million, offset by $7.7 million of depreciation and amortization, $2.8 million of interest expense, and $1.2 million of supervisory, administrative, acquisition and other expenses.
Acquisition Costs
Acquisition costs decreased $1.5 million, or 90.2%, for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. This decrease was due to a reduction in the number of properties acquired and the adoption of ASU 2017-01 during the six months ended June 30, 2017. As a result of the adoption of ASU 2017-01, the self storage properties acquired during the three months ended June 30, 2017 were accounted for as asset acquisitions, and accordingly, $0.6 million of acquisition costs related to the self storage property acquisitions during the three months ended June 30, 2017 were capitalized as part of the basis of the acquired properties.
Gain On Sale of Self Storage Properties
Gain on sale of self storage properties increased $5.6 million for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. This increase resulted from the sale of two self storage properties during the three months ended June 30, 2017 for gross proceeds of $10.3 million.


28


Income Tax Expense
Income tax expense increased $0.2 million, or 157.1%, for the three months ended June 30, 2017, compared to the three months ended June 30, 2016. The increase in income tax expense was primarily related to growth in the Company's portfolio contributing to increases in certain state and local taxes that are considered income-based taxes and increases in the Company's tax provision for its taxable REIT subsidiary, through which the Company provides management and other services to the unconsolidated real estate venture as well as other activities.
Net Income (Loss) Attributable to Noncontrolling Interests
As discussed in Note 2 in Item 1, we allocate GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our 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 noncontrolling interests. Net income attributable to noncontrolling interests was $13.2 million for the three months ended June 30, 2017, compared to a net loss of $1.3 million for the three months ended June 30, 2016.
Six Months Ended June 30, 2017 compared to the Six Months Ended June 30, 2016
Net income was $22.8 million for the six months ended June 30, 2017, compared to $10.8 million for the six months ended June 30, 2016, an increase of $12.0 million. The increase was primarily due to an increase in NOI resulting from an additional 80 self storage properties we acquired between July 1, 2016 and June 30, 2017, gains from the sale of two self storage properties and same store NOI growth, partially offset by increases in depreciation and amortization, interest expense and general and administrative expenses.
The following table illustrates the changes in rental revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other expenses for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 (dollars in thousands):
 
Six Months Ended June 30,
 
2017
 
2016
 
Change
Rental revenue
 
 
 
 
 
Same store portfolio
$
81,166

 
$
76,538

 
$
4,628

Non-Same store portfolio
36,832

 
7,747

 
29,085

Total rental revenue
117,998

 
84,285

 
33,713

Other property-related revenue
 
 
 
 
 
Same store portfolio
2,704

 
2,427

 
277

Non-Same store portfolio
1,222

 
221

 
1,001

Total other property-related revenue
3,926

 
2,648

 
1,278

Property operating expenses
 
 
 
 
 
Same store portfolio
26,118

 
25,859

 
259

Non-Same store portfolio
13,434

 
2,875

 
10,559

Total property operating expenses
39,552

 
28,734

 
10,818

Net operating income
 
 
 
 
 
Same store portfolio
57,752

 
53,106

 
4,646

Non-same store portfolio
24,620

 
5,093

 
19,527

Total net operating income
82,372

 
58,199

 
24,173

Management fees and other revenue
3,980

 

 
3,980

General and administrative expenses
(14,586
)
 
(9,172
)
 
(5,414
)
Depreciation and amortization
(36,483
)
 
(23,980
)
 
(12,503
)
Income from operations
35,283

 
25,047

 
10,236

Other (expense) income
 
 
 
 
 


29


 
Six Months Ended June 30,
 
2017
 
2016
 
Change
Interest expense
(15,631
)
 
(10,785
)
 
(4,846
)
Loss on early extinguishment of debt

 
(136
)
 
136

Equity in losses of unconsolidated real estate venture
(1,550
)
 

 
(1,550
)
Acquisition costs
(311
)
 
(2,996
)
 
2,685

Non-operating expense
(66
)
 
(62
)
 
(4
)
Gain on sale of self storage properties
5,637

 

 
5,637

Other expense
(11,921
)
 
(13,979
)
 
2,058

Income before income taxes
23,362

 
11,068

 
12,294

Income tax expense
(605
)
 
(221
)
 
(384
)
Net income
22,757

 
10,847

 
11,910

Net (income) attributable to noncontrolling interests
(19,835
)
 
(1,267
)
 
(18,568
)
Net income attributable to National Storage Affiliates Trust
$
2,922

 
$
9,580

 
$
(6,658
)
 
 
 
 
 
 
Total Revenue
Our total revenue increased by $39.0 million, or 44.8%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase was primarily attributable to incremental rental revenue from 80 self storage properties we acquired between July 1, 2016 and June 30, 2017, increased market rates and fees, regular rental increases for in-place tenants, and management fees and other revenue earned from our unconsolidated real estate venture, partially offset by a decrease in average total portfolio occupancy from 89.6% to 88.9%.
Rental Revenue
Rental revenue increased by $33.7 million, or 40.0%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. The increase in rental revenue was primarily due to a $29.1 million increase in non-same store rental revenue which was attributable to incremental rental revenue of $20.4 million from 65 self storage properties acquired between July 1, 2016 and December 31, 2016, and $1.9 million from 15 self storage properties acquired during the six months ended June 30, 2017. Same store portfolio rental revenues increased $4.6 million, or 6.0%, due to a 6.2% increase, from $10.76 to $11.43, in same store rental revenue per occupied square foot, driven primarily by a combination of increased contractual lease rates and fees.
Other Property-Related Revenue
Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and commissions and sales of storage supplies. Other property-related revenue increased by $1.3 million, or 48.3%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase primarily resulted from a $1.0 million increase in non-same store other property-related revenue which was attributable to incremental other property-related revenue of $0.8 million from 65 self storage properties acquired between July 1, 2016 and December 31, 2016, and less than $0.1 million from 15 self storage properties acquired during the six months ended June 30, 2017.
Management Fees and Other Revenue
During the six months ended June 30, 2017, we earned $4.0 million of management and other fees for managing and operating the unconsolidated real estate venture properties. The unconsolidated real estate venture pays certain customary fees to us for managing and operating the unconsolidated real estate venture properties, including property management fees, call center fees, platform fees and acquisition fees.
Total Operating Expenses
Total operating expenses increased $28.7 million, or 46.4%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. As discussed below, this change was primarily due to an increase of $10.8 million in property operating expenses, $5.4 million in general and administrative expenses, and $12.5 million in depreciation and amortization.


30


Property Operating Expenses
Property operating expenses increased $10.8 million, or 37.6%, for the six months ended June 30, 2017 compared to the six months ended June 30, 2016. This increase resulted from a $10.6 million increase in non-same store property operating expenses attributable to incremental property operating expenses of $7.5 million from 65 self storage properties acquired between July 1, 2016 and December 31, 2016, and $0.7 million from 15 self storage properties acquired during the six months ended June 30, 2017. In addition, same store portfolio property operating expenses increased $0.3 million, or 1.0%, due to increases in property taxes, repairs and maintenance and bad debt expense, partially offset by decreases in advertising costs and personnel and related costs.
General and Administrative Expenses
General and administrative expenses increased $5.4 million, or 59.0%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. This increase was attributable to increases in supervisory and administrative fees charged by our PROs of $2.0 million primarily as a result of incremental fees related to the 80 properties we acquired from July 1, 2016 to June 30, 2017, costs related to our property management platform of $1.7 million, salaries and benefits of $0.9 million and equity-based compensation expense of $0.7 million.
Depreciation and Amortization
Depreciation and amortization increased $12.5 million, or 52.1%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. This increase was attributable to incremental depreciation expense of $6.5 million from 65 self storage properties acquired between July 1, 2016 and December 31, 2016, and $0.5 million from 15 self storage properties acquired during the six months ended June 30, 2017. In addition, amortization of customer in-place leases increased $2.4 million from $5.1 million for the six months ended June 30, 2016 to $7.5 million for the six months ended June 30, 2017.
Interest Expense
Interest expense increased $4.8 million, or 44.9%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The increase in interest expense was primarily due to increases in outstanding borrowings under our credit facility and higher interest rates on the Revolver, a new term loan facility borrowing during 2016, the assumption of fixed rate mortgages in connection with self storage property acquisitions and a $0.2 million decrease in amortization of debt premiums.
Loss On Early Extinguishment of Debt
Loss on early extinguishment of debt increased $0.1 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. During the six months ended June 30, 2016, in connection with an amendment to our credit facility, one of the lenders that was included in the syndicated group of lenders prior to the amendment is no longer a participating lender following the amendment, which constitutes an extinguishment of debt for accounting purposes. As a result, we wrote off $0.1 million of unamortized debt issuance costs, which is the amount attributed to the lender no longer included in the lending syndicate.
Equity In Losses Of Unconsolidated Real Estate Venture
During the six months ended June 30, 2017, we recorded $1.6 million of equity in losses from our unconsolidated real estate venture. Equity in losses of unconsolidated real estate venture represents our share of earnings and losses earned through our 25% ownership interest in the unconsolidated real estate venture. The unconsolidated real estate venture recorded net losses of $6.2 million during the six months ended June 30, 2017, primarily due to NOI of $17.1 million, offset by $15.2 million of depreciation and amortization, $5.6 million of interest expense and $2.5 million of supervisory, administrative, acquisition and other expenses.
Acquisition Costs
Acquisition costs decreased $2.7 million, or 89.6%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. This decrease was due to a reduction in the number of properties acquired and the adoption of ASU 2017-01 during the six months ended June 30, 2017. As a result of the adoption of ASU 2017-01, the self storage properties acquired during the six months ended June 30, 2017 were accounted for as asset acquisitions, and accordingly, $0.8 million of acquisition costs related to the self storage property acquisitions during the six months ended June 30, 2017 were capitalized as part of the basis of the acquired properties.


31


Gain On Sale of Self Storage Properties
Gain on sale of self storage properties increased $5.6 million for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. This increase resulted from the sale of two self storage properties during the six months ended June 30, 2017 for gross proceeds of $10.3 million.
Income Tax Expense
Income tax expense increased $0.4 million, or 173.8%, for the six months ended June 30, 2017, compared to the six months ended June 30, 2016. The increase in income tax expense was primarily related to growth in the Company's portfolio contributing to increases in certain state and local taxes that are considered income-based taxes and increases in the Company's tax provision for its taxable REIT subsidiary, through which the Company provides management and other services to the unconsolidated real estate venture as well as other activities.
Net Loss Attributable to Noncontrolling Interests
As discussed in Note 2 in Item 1, we allocate GAAP income (loss) utilizing the HLBV method, in which we allocate income or loss based on the change in each unitholders' claim on the net assets of our 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 noncontrolling interests. Net income attributable to noncontrolling interests was $19.8 million for the six months ended June 30, 2017, compared to $1.3 million for the six months ended June 30, 2016.
Non-GAAP Financial Measures
FFO and Core FFO
Funds from operations, or FFO, is a widely used performance measure for real estate companies and is provided here as a supplemental measure of our operating performance. The April 2002 National Policy Bulletin of NAREIT, which we refer to as the White Paper, as amended, defines FFO as net income (loss) (as determined under GAAP), excluding gains (or losses) from sales of real estate and related impairment charges, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We include amortization of customer in-place leases in real estate depreciation and amortization in the calculation of FFO because we believe the amortization of customer in-place leases is analogous to real estate depreciation, as the value of such intangibles is inextricably connected to the real estate acquired. Distributions declared on subordinated performance units and DownREIT subordinated performance units represent our allocation of FFO to noncontrolling interests held by subordinated performance unitholders and DownREIT subordinated performance unitholders for the purpose of calculating FFO attributable to common shareholders, OP unitholders, and LTIP unitholders. We define Core FFO as FFO, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our core operating performance. These further adjustments consist of acquisition costs, organizational and offering costs, gains on debt forgiveness, gains (losses) on early extinguishment of debt and after adjustments for unconsolidated partnerships and joint ventures.
Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our properties. Given the nature of our business as a real estate owner and operator, we consider FFO and Core FFO as key supplemental measures of our operating performance that are not specifically defined by GAAP. We believe that FFO and Core FFO are useful to management and investors as a starting point in measuring our operational performance because FFO and Core FFO exclude various items included in net income (loss) that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of self storage properties and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO and Core FFO may not be comparable to FFO reported by other REITs or real estate companies.
FFO and Core FFO should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income (loss). FFO and Core FFO do not represent cash generated from operating activities determined in accordance with GAAP and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and considered in addition to cash flows computed in accordance with GAAP, as presented in our condensed consolidated financial statements.


32


The following table presents a reconciliation of net income (loss) to FFO and Core FFO for the three and six months ended June 30, 2017 and 2016 (in thousands, except per share and unit amounts):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
15,576

 
$
6,045

 
$
22,757

 
$
10,847

Add (subtract):
 
 
 
 
 
 
 
Real estate depreciation and amortization
17,343

 
12,935

 
35,586

 
23,714

Company's share of unconsolidated real estate venture real estate depreciation and amortization
1,918

 

 
3,790

 

Gain on sale of self storage properties
(5,637
)
 

 
(5,637
)
 

FFO attributable to subordinated performance unitholders (1)
(6,903
)
 
(6,150
)
 
(13,044
)
 
(10,493
)
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
22,297

 
12,830

 
43,452

 
24,068

Add:
 
 
 
 
 
 
 
Acquisition costs
167

 
1,708

 
311

 
2,996

Company's share of unconsolidated real estate venture acquisition costs
2

 

 
21

 

Loss on early extinguishment of debt

 
136

 

 
136

Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
$
22,466

 
$
14,674

 
$
43,784

 
$
27,200

 
 
 
 
 
 
 
 
Weighted average shares and units outstanding - FFO and Core FFO:(2)
Weighted average shares outstanding - basic
44,223

 
23,078

 
43,814

 
23,041

Weighted average restricted common shares outstanding
27

 
19

 
22

 
18

Weighted average OP units outstanding
25,628

 
24,733

 
25,793

 
23,484

Weighted average DownREIT OP unit equivalents outstanding
1,835

 
1,835

 
1,835

 
1,835

Weighted average LTIP units outstanding
1,224

 
2,558

 
1,345

 
2,507

Total weighted average shares and units outstanding - FFO and Core FFO
72,937

 
52,223

 
72,809

 
50,885

 
 
 
 
 
 
 
 
FFO per share and unit
$
0.31

 
$
0.25

 
$
0.60

 
$
0.47

Core FFO per share and unit
$
0.31

 
$
0.28

 
$
0.60

 
$
0.53

(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.


33


The following table presents a reconciliation of earnings (loss) per share - diluted to FFO and Core FFO per share and unit for the three and six months ended June 30, 2017 and 2016:
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Earnings (loss) per share - diluted
$
0.05

 
$
0.08

 
$
0.07

 
$
0.15

Impact of the difference in weighted average number of shares(1)
(0.02
)
 
0.04

 
(0.02
)
 
0.06

Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2)
0.18

 

 
0.27

 

Add real estate depreciation and amortization
0.24

 
0.25

 
0.49

 
0.47

Add Company's share of unconsolidated venture real estate depreciation and amortization
0.03

 

 
0.05

 

Subtract gain on sale of self storage properties
(0.08
)
 

 
(0.08
)
 

FFO attributable to subordinated performance unitholders
(0.09
)
 
(0.12
)
 
(0.18
)
 
(0.21
)
FFO per share and unit
0.31

 
0.25

 
0.60

 
0.47

Add acquisition costs, Company's share of unconsolidated real estate venture acquisition costs, and loss on early extinguishment of debt

 
0.03

 

 
0.06

Core FFO per share and unit
$
0.31

 
$
0.28

 
$
0.60

 
$
0.53

 
 
 
 
 
 
 
 
(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, the treasury stock method for certain unvested LTIP units, and includes the assumption of a 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 and the application of the two-class method and treasury stock method, as described in footnote (1).
NOI
We define NOI as net income (loss), as determined under GAAP, plus general and administrative expenses, depreciation and amortization, interest expense, loss on early extinguishment of debt, equity in earnings (losses) of unconsolidated real estate ventures, acquisition costs, organizational and offering expenses, income tax expense, impairment of long-lived assets, losses on the sale of properties and non-operating expense and by subtracting management fees and other revenue, gains on sale of properties, debt forgiveness, and non-operating income. NOI is not a measure of performance calculated in accordance with GAAP.
We believe NOI is useful to investors in evaluating our operating performance because:
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


34


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.
There are material limitations to using a non-GAAP measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income (loss). We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income (loss). NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, income from operations and net loss.
The following table presents a reconciliation of net income (loss) to NOI for the three and six months ended June 30, 2017 and 2016 (dollars in thousands):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
15,576

 
$
6,045

 
$
22,757

 
$
10,847

(Subtract) Add:
 
 
 
 
 
 
 
Management fees and other revenue
(2,142
)