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 March 31, 2019
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.)

8400 East Prentice Avenue
9th Floor
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 every Interactive Data File required to be submitted 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 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.
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 



Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share
NSA
New York Stock Exchange
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
NSA Pr A
New York Stock Exchange
As of May 2, 2019, 56,882,863 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 March 31, 2019 and December 31, 2018 (Unaudited)
 
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
 
Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
 
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (Unaudited)
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
ITEM 4.
Controls and Procedures
PART II. OTHER INFORMATION
ITEM 1.
Legal Proceedings
ITEM 1A.
Risk Factors
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 3.
Defaults Upon Senior Securities
ITEM 4.
Mine Safety Disclosures
ITEM 5.
Other Information
ITEM 6.
Exhibits
Signatures
 



3


PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements

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

 
March 31,
 
December 31,
 
2019
 
2018
ASSETS
 
 
 
Real estate
 
 
 
Self storage properties
$
2,832,745

 
$
2,637,723

Less accumulated depreciation
(267,796
)
 
(246,261
)
Self storage properties, net
2,564,949

 
2,391,462

Cash and cash equivalents
15,878

 
13,181

Restricted cash
3,545

 
3,182

Debt issuance costs, net
1,017

 
1,260

Investment in unconsolidated real estate ventures
238,606

 
245,125

Other assets, net
48,926

 
75,053

Operating lease right-of-use assets
23,110

 

Total assets
$
2,896,031

 
$
2,729,263

LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
Debt financing
$
1,414,926

 
$
1,278,102

Accounts payable and accrued liabilities
37,682

 
33,130

Operating lease liabilities
24,166

 

Deferred revenue
16,069

 
15,732

Total liabilities
1,492,843

 
1,326,964

Commitments and contingencies (Note 11)

 

Equity
 
 
 
Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 6,900,000 issued and outstanding at March 31, 2019 and December 31, 2018, at liquidation preference
172,500

 
172,500

Common shares of beneficial interest, par value $0.01 per share. 250,000,000 shares authorized, 56,698,686 and 56,654,009 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
567

 
567

Additional paid-in capital
839,162

 
844,276

Distributions in excess of earnings
(126,309
)
 
(114,122
)
Accumulated other comprehensive income
7,526

 
13,618

Total shareholders' equity
893,446

 
916,839

Noncontrolling interests
509,742

 
485,460

Total equity
1,403,188

 
1,402,299

Total liabilities and equity
$
2,896,031

 
$
2,729,263



See notes to condensed consolidated financial statements.

4


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

 
Three Months Ended
March 31,
 
2019
 
2018
REVENUE
 
 
 
Rental revenue
$
82,855

 
$
72,011

Other property-related revenue
2,824

 
2,321

Management fees and other revenue
4,893

 
2,161

Total revenue
90,572

 
76,493

OPERATING EXPENSES
 
 
 
Property operating expenses
26,457

 
25,226

General and administrative expenses
10,766

 
8,306

Depreciation and amortization
24,349

 
21,368

Total operating expenses
61,572

 
54,900

OTHER (EXPENSE) INCOME
 
 
 
Interest expense
(13,211
)
 
(9,635
)
Equity in losses of unconsolidated real estate ventures
(2,102
)
 
(52
)
Acquisition costs
(157
)
 
(180
)
Non-operating expense
(98
)
 
(84
)
Gain on sale of self storage properties

 
474

Other expense
(15,568
)
 
(9,477
)
Income before income taxes
13,432

 
12,116

Income tax expense
(492
)
 
(143
)
Net income
12,940

 
11,973

Net income attributable to noncontrolling interests
(5,529
)
 
(1,513
)
Net income attributable to National Storage Affiliates Trust
7,411

 
10,460

Distributions to preferred shareholders
(2,588
)
 
(2,588
)
Net income attributable to common shareholders
$
4,823

 
$
7,872

 
 
 
 
Earnings (loss) per share - basic
$
0.08

 
$
0.16

Earnings (loss) per share - diluted
$
0.08

 
$
0.09

 
 
 
 
Weighted average shares outstanding - basic
56,655

 
50,299

Weighted average shares outstanding - diluted
56,655

 
99,935

Dividends declared per common share
$
0.30

 
$
0.28



See notes to condensed consolidated financial statements.

5


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

 
Three Months Ended
March 31,
 
2019
 
2018
Net income
$
12,940

 
$
11,973

Other comprehensive (loss) income
 
 
 
Unrealized (loss) gain on derivative contracts
(8,039
)
 
8,990

Reclassification of other comprehensive (income) loss to interest expense
(1,276
)
 
49

Other comprehensive (loss) income
(9,315
)
 
9,039

Comprehensive income
3,625

 
21,012

Comprehensive income attributable to noncontrolling interests
(2,131
)
 
(5,004
)
Comprehensive income attributable to National Storage Affiliates Trust
$
1,494

 
$
16,008


See notes to condensed consolidated financial statements.

6


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


 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
Distributions
 
Other
 
 
 
 
 
Preferred Shares
 
Common Shares
 
Paid-in
 
In Excess Of
 
Comprehensive
 
Noncontrolling
 
Total
 
Number
 
Amount
 
Number
 
Amount
 
Capital
 
Earnings
 
Income
 
Interests
 
Equity
Balances, December 31, 2017
6,900,000

 
$
172,500

 
50,284,934

 
$
503

 
$
711,467

 
$
(55,729
)
 
$
12,282

 
$
430,464

 
$
1,271,487

OP equity issued for property acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A-1 preferred units, OP units and subordinated performance units, net of offering costs

 

 

 

 

 

 

 
22,403

 
22,403

Redemptions of OP units

 

 
145,334

 
1

 
1,921

 

 
51

 
(1,973
)
 

Effect of changes in ownership for consolidated entities

 

 

 

 
(12,621
)
 

 
(396
)
 
13,017

 

Issuance of OP units

 

 

 

 

 

 

 
5

 
5

Equity-based compensation expense

 

 

 

 
70

 

 

 
797

 
867

Issuance of restricted common shares

 

 
12,311

 

 

 

 

 

 

Vesting and forfeitures of restricted common shares, net

 

 
(3,848
)
 

 
(75
)
 

 

 

 
(75
)
Reduction in receivables from partners of the operating partnership

 

 

 

 

 

 

 
191

 
191

Preferred share dividends

 

 

 

 

 
(2,588
)
 

 

 
(2,588
)
Common share dividends

 

 

 

 

 
(14,099
)
 

 

 
(14,099
)
Distributions to noncontrolling interests

 

 

 

 

 

 

 
(14,515
)
 
(14,515
)
Other comprehensive income

 

 

 

 

 

 
5,548

 
3,491

 
9,039

Net income

 

 

 

 

 
10,460

 

 
1,513

 
11,973

Balances, March 31, 2018
6,900,000

 
$
172,500

 
50,438,731

 
$
504

 
$
700,762

 
$
(61,956
)
 
$
17,485

 
$
455,393

 
$
1,284,688

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

See notes to condensed consolidated financial statements.

7


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

 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
Distributions
 
Other
 
 
 
 
 
Preferred Shares
 
Common Shares
 
Paid-in
 
In Excess Of
 
Comprehensive
 
Noncontrolling
 
Total
 
Number
 
Amount
 
Number
 
Amount
 
Capital
 
Earnings
 
Income
 
Interests
 
Equity
Balances, December 31, 2018
6,900,000

 
$
172,500

 
56,654,009

 
$
567

 
$
844,276

 
$
(114,122
)
 
$
13,618

 
$
485,460

 
$
1,402,299

OP equity issued for property acquisitions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A-1 preferred units, OP units and subordinated performance units, net of offering costs

 

 

 

 

 

 

 
32,856

 
32,856

Redemptions of OP units

 

 
29,910

 

 
250

 

 
7

 
(257
)
 

Effect of changes in ownership for consolidated entities

 

 

 

 
(5,385
)
 

 
(182
)
 
5,567

 

Equity-based compensation expense

 

 

 

 
90

 

 

 
1,022

 
1,112

Issuance of LTIP units for acquisition expenses

 

 

 

 

 

 

 
5

 
5

Issuance of restricted common shares

 

 
18,218

 

 

 

 

 

 

Vesting and forfeitures of restricted common shares, net

 

 
(3,451
)
 

 
(69
)
 

 

 

 
(69
)
Reduction in receivables from partners of the operating partnership

 

 

 

 

 

 

 
139

 
139

Preferred share dividends

 

 

 

 

 
(2,588
)
 

 

 
(2,588
)
Common share dividends

 

 

 

 

 
(17,010
)
 

 

 
(17,010
)
Distributions to noncontrolling interests

 

 

 

 

 

 

 
(17,181
)
 
(17,181
)
Other comprehensive income

 

 

 

 

 

 
(5,917
)
 
(3,398
)
 
(9,315
)
Net income

 

 

 

 

 
7,411

 

 
5,529

 
12,940

Balances, March 31, 2019
6,900,000

 
$
172,500

 
56,698,686

 
$
567

 
$
839,162

 
$
(126,309
)
 
$
7,526

 
$
509,742

 
$
1,403,188


See notes to condensed consolidated financial statements.

8


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

 
Three Months Ended
March 31,
 
2019
 
2018
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
12,940

 
$
11,973

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
24,349

 
21,368

Amortization of debt issuance costs
693

 
590

Amortization of debt discount and premium, net
(352
)
 
(373
)
Gain on sale of self storage properties

 
(474
)
Equity-based compensation expense
1,112

 
867

Equity in losses of unconsolidated real estate ventures
2,102

 
52

Distributions from unconsolidated real estate ventures
3,400

 
1,339

Change in assets and liabilities, net of effects of self storage property acquisitions:
 
 
 
Other assets
2,008

 
(854
)
Accounts payable and accrued liabilities
607

 
(808
)
Deferred revenue
(461
)
 
179

Net Cash Provided by Operating Activities
46,398

 
33,859

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Acquisition of self storage properties
(139,579
)
 
(100,450
)
Capital expenditures
(4,208
)
 
(3,901
)
Investments in and advances to unconsolidated real estate ventures

 
(2,390
)
Distributions from unconsolidated real estate ventures
1,017

 

Deposits and advances for self storage property and other acquisitions
(811
)
 
(342
)
Expenditures for corporate furniture, equipment and other
(125
)
 
(51
)
Proceeds from sale of self storage properties

 
2,029

Net Cash Used In Investing Activities
(143,706
)
 
(105,105
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Borrowings under debt financings
188,500

 
250,000

Receipts for OP unit subscriptions
318

 
312

Principal payments under debt financings
(51,778
)
 
(145,212
)
Payment of dividends to common shareholders
(17,010
)
 
(14,099
)
Distributions to preferred shareholders
(2,588
)
 
(2,588
)
Distributions to noncontrolling interests
(17,002
)
 
(14,369
)
Debt issuance costs
(22
)
 
(796
)
Equity offering costs
(50
)
 
(218
)
Net Cash Provided By Financing Activities
100,368

 
73,030

Increase in Cash, Cash Equivalents and Restricted Cash
3,060

 
1,784

CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
 
 
Beginning of period
16,363

 
16,407

End of period
$
19,423

 
$
18,191

Supplemental Cash Flow and Noncash Information
 
 
 
Cash paid for interest
$
12,142

 
$
8,939

Operating lease right-of-use assets added upon implementation of leases standard
23,110

 

Operating lease liabilities added upon implementation of leases standard
24,166

 


See notes to condensed consolidated financial statements.

9


NATIONAL STORAGE AFFILIATES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2019
(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 that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended 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 throughout the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units").
The Company owned 531 consolidated self storage properties in 28 states and Puerto Rico with approximately 32.1 million rentable square feet in approximately 257,000 storage units as of March 31, 2019. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). These PROs are SecurCare Self Storage, Inc. and its controlled affiliates ("SecurCare"), Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Move It Self Storage and its controlled affiliates ("Move It"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"), Southern Self Storage, LLC d/b/a Southern Self Storage ("Southern") and affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage of York, Pennsylvania ("Moove In").
As of March 31, 2019, the Company also managed through its property management platform an additional portfolio of 175 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 12.6 million rentable square feet, configured in approximately 104,000 storage units and located across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures.
As of March 31, 2019, in total, the Company operated and held ownership interests in 706 self storage properties located across 34 states and Puerto Rico with approximately 44.7 million rentable square feet in approximately 361,000 storage units.
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 March 31, 2019 are not necessarily indicative of the results to be expected for the full year or any other future period.


10


Principles of Consolidation
The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities.
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership.
As of March 31, 2019 and December 31, 2018, 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 $238.7 million and $240.4 million as of March 31, 2019 and December 31, 2018, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $137.9 million and $138.4 million as of March 31, 2019 and December 31, 2018, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit.
Revenue Recognition
Rental revenue
Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term.
Other property-related revenue
Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees and sales of storage supplies which are recognized in the period earned.
The Company and certain of the Company’s PROs have tenant insurance- and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended March 31, 2019 and 2018, the Company recognized $2.1 million and $1.7 million, respectively, of tenant insurance and tenant warranty protection plan revenues.
The Company sells boxes, packing supplies, locks and other retail merchandise at its properties. During the three months ended March 31, 2019 and 2018, the Company recognized retail sales of $0.4 million and $0.4 million, respectively.
Management fees and other revenue
Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, and a portion of tenant warranty protection or tenant insurance proceeds that the Company earns for managing and operating its unconsolidated real estate ventures.
With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each are defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fees are equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended March 31, 2019 and 2018, the Company recognized property management fees, call center fees and platform fees of $3.2 million and $1.3 million, respectively.


11


For acquisition fees, the Company provides sourcing, underwriting and administration services to the unconsolidated real estate ventures. The 2016 Joint Venture paid the Company a $4.1 million acquisition fee equal to 0.65% of the gross capitalization (including debt and equity) of the original 66-property 2016 Joint Venture portfolio (the "Initial 2016 JV Portfolio") in 2016, at the time of the Initial 2016 JV Portfolio acquisition. The 2018 Joint Venture paid the Company a $4.0 million acquisition fee related to the initial acquisition of properties by the 2018 Joint Venture (the "Initial 2018 JV Portfolio") in 2018, at the time of the Initial 2018 JV Portfolio acquisition. These fees are refundable to the unconsolidated real estate ventures, on a prorated basis, if the Company is removed as the managing member during the initial four year life of the unconsolidated real estate ventures and as such, the Company's performance obligation for these acquisition fees are satisfied over a four year period. As of March 31, 2019 and December 31, 2018, the Company had deferred revenue related to the acquisition fees of $4.1 million and $4.6 million, respectively.
The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended March 31, 2019 and 2018, the Company recognized acquisition fees of $0.5 million and $0.3 million, respectively.
An affiliate of the Company facilitates tenant warranty protection or tenant insurance programs for tenants of the properties in the unconsolidated real estate ventures in exchange for 50% of all proceeds from such programs at each unconsolidated real estate venture property. During the three months ended March 31, 2019 and 2018, the Company recognized $1.2 million and $0.5 million, respectively, of revenue related to these activities.
Gain on sale of self storage properties
The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser.
Investments in Unconsolidated Real Estate Ventures
The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are 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 ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows.
Noncontrolling Interests
All of the limited partner equity interests ("OP equity") 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.


12


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 (loss) 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.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board ("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. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, which allows entities the option to apply the new standard at adoption date with a cumulative-effect adjustment in the period of adoption.


13


The Company adopted ASU 2016-02 and ASU 2018-11 effective January 1, 2019 and applied it to leases that were in place on the effective date. The Company elected the practical expedients which permit the Company to combine lease and nonlease components and to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) any initial direct costs for any existing leases as of the effective date. Results for reporting periods beginning January 1, 2019 are presented under ASU 2016-02 and ASU 2018-11. As a result, beginning on January 1, 2019, activity related to uncollectible accounts are recognized as a current-period adjustment within revenue. For periods prior to January 1, 2019, such amounts were previously included in operating expenses. The adoption of the lease standard did not result in a cumulative catch-up adjustment to opening equity. See Note 13 for additional detail about the Company's non-cancelable leasehold interest agreements where the Company is a lessee.
3. NONCONTROLLING INTERESTS
Noncontrolling Interests
All of the OP equity in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion.
As of March 31, 2019 and December 31, 2018, units reflecting noncontrolling interests consisted of the following:
 
March 31, 2019
 
December 31, 2018
Series A-1 preferred units
501,918

 
343,719

OP units
30,229,228

 
28,874,103

Subordinated performance units
10,739,868

 
10,749,475

LTIP units
762,720

 
931,671

DownREIT units
 
 
 
DownREIT OP units
1,848,261

 
1,834,786

DownREIT subordinated performance units
4,371,622

 
4,386,999

Total
48,453,617

 
47,120,753

Series A-1 Preferred Units
The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Company's 6.000% Series A cumulative redeemable preferred shares of beneficial interest ("Series A preferred shares") or the issuance of Series A preferred shares on a one-for-one basis, subject to adjustments. The increase in Series A-1 preferred units outstanding from December 31, 2018 to March 31, 2019 was due to the issuance of Series A-1 preferred units in connection with the acquisition of self storage properties.
OP Units and DownREIT OP units
OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for the Company's common shares of beneficial interest, $0.01 par value per share ("common shares") on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The OP holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution.
The increase in OP Units outstanding from December 31, 2018 to March 31, 2019 was due to the issuance of 863,148 OP units related to the voluntary conversions of 913,680 subordinated performance units (as discussed further


14


below), the issuance of 184,040 OP units in connection with the acquisition of self storage properties and 337,847 LTIP units which were converted into OP units, partially offset by the redemption of 29,910 OP units for common shares.
The increase in DownREIT OP units outstanding from December 31, 2018 to March 31, 2019 was due to the issuance of 13,475 DownREIT OP units related to the conversion of 15,377 DownREIT subordinated performance units (as discussed further below).
Subordinated Performance Units and DownREIT Subordinated Performance Units
Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution.
Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds.
The decrease in subordinated performance units outstanding from December 31, 2018 to March 31, 2019 was due to the voluntary conversion of 913,680 subordinated performance units into 863,148 OP units partially offset by the issuance of 904,073 subordinated performance units for co-investment by certain of the Company's PROs in connection with the acquisition of self storage properties.
The decrease in DownREIT subordinated performance units outstanding from December 31, 2018 to March 31, 2019 was due to the conversion of 15,377 DownREIT subordinated performance units into 13,475 DownREIT OP units.
LTIP Units
LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above.
The decrease in LTIP units outstanding from December 31, 2018 to March 31, 2019 was due to the conversion of 337,847 LTIP units into OP units partially offset by the issuance of 168,896 compensatory LTIP units to employees and consultants.


15


4. SELF STORAGE PROPERTIES
Self storage properties are summarized as follows (dollars in thousands):
 
March 31, 2019
 
December 31, 2018
Land
$
612,273

 
$
583,455

Buildings and improvements
2,214,345

 
2,048,281

Furniture and equipment
6,127

 
5,987

Total self storage properties
2,832,745

 
2,637,723

Less accumulated depreciation
(267,796
)
 
(246,261
)
Self storage properties, net
$
2,564,949

 
$
2,391,462

Depreciation expense related to self storage properties amounted to $21.5 million and $18.0 million during the three months ended March 31, 2019 and 2018, respectively.
5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
2018 Joint Venture
As of March 31, 2019, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), owned and operated a portfolio of 103 self storage properties containing approximately 7.7 million rentable square feet, configured in over 63,000 storage units and located across 17 states.
2016 Joint Venture
As of March 31, 2019, the Company's unconsolidated real estate venture, formed in September 2016 with a state pension fund advised by Heitman Capital Management LLC (the "2016 Joint Venture"), owned and operated a portfolio of 72 properties containing approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states.
During the three months ended March 31, 2019, the 2016 Joint Venture sold to the Company one self storage property for a gross sales price of $4.1 million. See Note 10 for additional details about the Company's acquisition of the self storage property from the 2016 Joint Venture.
The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of March 31, 2019 and December 31, 2018 (in thousands):
 
March 31, 2019
 
December 31, 2018
ASSETS
 
 
 
Self storage properties, net
$
1,876,504

 
$
1,894,412

Other assets
34,334

 
50,915

Total assets
$
1,910,838

 
$
1,945,327

LIABILITIES AND EQUITY
 
 
 
Debt financing
$
947,391

 
$
956,357

Other liabilities
17,122

 
16,516

Equity
946,325

 
972,454

Total liabilities and equity
$
1,910,838

 
$
1,945,327

 
 
 
 



16


The following table presents the combined condensed operating information of the Company's unconsolidated real estate ventures for the three months ended March 31, 2019 and 2018 (in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
Total revenue
$
39,795

 
$
14,806

Property operating expenses
12,544

 
5,293

Net operating income
27,251

 
9,513

Supervisory, administrative and other expenses
(2,653
)
 
(1,057
)
Depreciation and amortization
(21,826
)
 
(5,507
)
Interest expense
(10,020
)
 
(2,899
)
Loss on sale of self storage properties
(806
)
 

Acquisition and other expenses
(408
)
 
(262
)
Net loss
$
(8,462
)
 
$
(212
)
 
 
 
 
The combined condensed operating information in the table above only includes information for the 2018 Joint Venture following the acquisition of the Initial 2018 JV Portfolio in September 2018.
6. SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS
Acquisitions
The Company acquired 32 self storage properties with an estimated fair value of $194.6 million during the three months ended March 31, 2019. Of these acquisitions, 13 self storage properties with an estimated fair value of $85.5 million were acquired by the Company from its PROs and one self storage property with an estimated fair value of $4.1 million was acquired by the Company from the 2016 Joint Venture. The 32 self storage property acquisitions were accounted for as asset acquisitions and accordingly, $1.3 million of transaction 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 $4.6 million, resulting in a total fair value of $190.0 million allocated to real estate.
The following table summarizes the investment in self storage property acquisitions completed by the Company during the three months ended March 31, 2019 (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, 2019
 
32
 
$
160,531

 
$
33,356

 
$
674

 
$
194,561

(1) 
Value of OP equity represents the fair value of Series A-1 preferred units, OP units and subordinated performance units. 


17


7. OTHER ASSETS
Other assets consist of the following (dollars in thousands):
 
March 31, 2019
 
December 31, 2018
Customer in-place leases, net of accumulated amortization of $4,193 and $5,090, respectively
$
6,217

 
$
4,063

Receivables:
 
 
 
Trade, net
3,208

 
3,402

PROs and other affiliates
737

 
2,027

Receivable from unconsolidated real estate venture
2,818

 
4,573

Property acquisition and other deposits
911

 
20,977

Interest rate swaps
9,993

 
16,164

Prepaid expenses and other
5,628

 
4,266

Corporate furniture, equipment and other, net
1,584

 
1,574

Trade name
3,200

 
3,200

Management contract, net of accumulated amortization of $1,741 and $1,564, respectively
8,880

 
9,057

Goodwill
5,750

 
5,750

Total
$
48,926

 
$
75,053

Amortization expense related to customer in-place leases amounted to $2.5 million and $3.0 million for the three months ended March 31, 2019 and 2018, respectively. Amortization expense related to the management contract amounted to $0.2 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.
8. DEBT FINANCING
The Company's outstanding debt as of March 31, 2019 and December 31, 2018 is summarized as follows (dollars in thousands):
 
Interest Rate(1)
 
March 31, 2019
 
December 31, 2018
Credit Facility:
 
 
 
 
 
Revolving line of credit
3.89%
 
$
277,500

 
$
139,500

Term loan A
2.91%
 
235,000

 
235,000

Term loan B
2.94%
 
155,000

 
155,000

Term loan C
3.71%
 
105,000

 
105,000

Term loan D
3.79%
 
125,000

 
125,000

2023 Term loan facility
3.13%
 
175,000

 
175,000

2028 Term loan facility
4.62%
 
75,000

 
75,000

Fixed rate mortgages payable
4.18%
 
266,860

 
268,138

Total principal
 
 
1,414,360

 
1,277,638

Unamortized debt issuance costs and debt premium, net
 
 
566

 
464

Total debt
 
 
$
1,414,926

 
$
1,278,102


(1) 
Represents the effective interest rate as of March 31, 2019. 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. 
As of March 31, 2019, the Company's unsecured credit facility provided for total borrowings of $1.0 billion consisting of the following components: (i) a $400.0 million revolving line of credit (the "Revolver"), (ii) a tranche A term loan facility (the "Term Loan A"), which provides for a total borrowing commitment of up to $235.0


18


million, (iii) a tranche B term loan facility (the "Term Loan B"), which provides for a total borrowing commitment of up to $155.0 million, (iv) a tranche C term loan facility (the "Term Loan C"), which provides for a total borrowing commitment of up to $105.0 million and (v) a tranche D term loan facility, (the "Term Loan D" and together with the Revolver, the Term Loan A, Term Loan B and Term Loan C, the "credit facility"), which provides for a total borrowing commitment of up to $125.0 million. The Company has an expansion option under the credit facility, which, if exercised in full, would provide for a total borrowing capacity under the credit facility of $1.3 billion.
As of March 31, 2019, the Company had outstanding letters of credit totaling $5.7 million and would have had the capacity to borrow remaining Revolver commitments of $116.8 million while remaining in compliance with the credit facility's financial covenants. At March 31, 2019, 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, 2023 Term Loan Facility, 2028 Term Loan Facility and fixed rate mortgages payable, please see Note 8 to the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.
As discussed Note 14, in April 2019, the Company entered into a credit agreement with BMO Harris Bank N.A. to make available a term loan facility that matures in April 2029 in an aggregate amount of $100.0 million.
Future Debt Obligations
Based on existing debt agreements in effect as of March 31, 2019, 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
2019
 
$
3,850

 
$
(262
)
 
$
3,588

2020
 
316,897

 
(699
)
 
316,198

2021
 
242,603

 
(779
)
 
241,824

2022
 
159,205

 
(441
)
 
158,764

2023
 
377,049

 
(42
)
 
377,007

2024
 
126,964

 
270

 
127,234

Thereafter
 
187,792

 
2,519

 
190,311

 
 
$
1,414,360

 
$
566

 
$
1,414,926

9. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three months ended March 31, 2019 and 2018, (in thousands, except per share amounts):
 
Three Months Ended
March 31,
 
2019
 
2018
Earnings (loss) per common share - basic and diluted
 
 
 
Numerator
 
 
 
Net income
$
12,940

 
$
11,973

Net income attributable to noncontrolling interests
(5,529
)
 
(1,513
)
Net income attributable to National Storage Affiliates Trust
7,411

 
10,460

Distributions to preferred shareholders
(2,588
)
 
(2,588
)
Distributed and undistributed earnings allocated to participating securities
(9
)
 
(7
)
Net income attributable to common shareholders - basic and diluted
$
4,814

 
$
7,865

Effect of assumed conversion of dilutive securities

 
1,370

Net income attributable to common shareholders - diluted
$
4,814

 
$
9,235



19


 
Three Months Ended
March 31,
 
2019
 
2018
 
 
 
 
Denominator
 
 
 
Weighted average shares outstanding - basic
56,655

 
50,299

Effect of dilutive securities:
 
 
 
Weighted average OP units outstanding

 
29,135

Weighted average DownREIT OP unit equivalents outstanding

 
1,835

Weighted average LTIP units outstanding

 
321

Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents

 
18,345

Weighted average shares outstanding - diluted
56,655

 
99,935

 
 
 
 
Earnings (loss) per share - basic
$
0.08

 
$
0.16

Earnings (loss) per share - diluted
$
0.08

 
$
0.09

 
 
 
 
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 Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period.
Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case.
LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three months ended March 31, 2019, 450,722 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. In addition, certain LTIP units vest upon the future acquisition of properties sourced by PROs. For the three months ended March 31, 2019, 224,000 unvested LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings (loss) per share because the contingency for the units to vest has not been attained as of the end of the reported periods.
Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the


20


holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions.
For the three months ended March 31, 2019, potential common shares totaling 54.6 million related to OP units, DownREIT OP units, subordinated performance units and DownREIT subordinated performance units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share.
Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings.
10. RELATED PARTY TRANSACTIONS
Supervisory and Administrative Fees
For the self storage properties that are managed by the PROs, the Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended March 31, 2019 and 2018, the Company incurred $4.7 million and $4.1 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations.
Payroll Services
For the self storage properties that are managed by the PROs, the employees responsible for operations are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended March 31, 2019 and 2018, the Company incurred $7.8 million and $7.3 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations.
Due Diligence Costs
During the three months ended March 31, 2019 and 2018, the Company incurred less than $0.3 million and $0.2 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. These due diligence costs are capitalized as part of the basis of the acquired self storage properties.
Self Storage Property Acquisitions
During the three months ended March 31, 2019, the Company acquired one self storage property from the 2016 Joint Venture for $4.1 million.
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.


21


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 changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings.
Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):
Fair value at December 31, 2017
$
12,414

Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income
49

Unrealized gains on interest rate swaps included in accumulated other comprehensive income
8,990

Fair value at March 31, 2018
$
21,453

 
 
Fair value at December 31, 2018
$
14,195

Gains on interest rate swaps reclassified into interest expense from accumulated other comprehensive income
(1,276
)
Unrealized losses on interest rate swaps included in accumulated other comprehensive income
(8,039
)
Fair value at March 31, 2019
$
4,880

As of March 31, 2019 and December 31, 2018, the Company had outstanding interest rate swaps with aggregate notional amounts of $795.0 million and $795.0 million, respectively, designated as cash flow hedges. As of March 31, 2019, the Company's swaps had a weighted average remaining term of approximately 4.2 years. The fair value of these swaps are presented within accounts payable and accrued liabilities and other assets in the Company's balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at March 31, 2019 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $4.2 million of the unrealized gains included in accumulated other comprehensive income (loss). If market interest rates increase above the 1.87% weighted average fixed rate under these interest rate swaps, the Company will benefit from net cash payments due from its counterparties to the interest rate swaps.
There were no transfers between levels of the three-tier fair value measurement hierarchy during the three months ended March 31, 2019 and 2018. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of March 31, 2019, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy.
Fair Value Disclosures
The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at March 31, 2019 and December 31, 2018, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at March 31, 2019 and December 31, 2018 approximates fair value as the changes in


22


their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.
The combined principal balance of the Company's fixed rate mortgages payable was approximately $266.9 million as of March 31, 2019 with a fair value of approximately $279.0 million (categorized within Level 2 of the fair value hierarchy). In determining the fair value, the Company estimated a weighted average market interest rate of approximately 3.88%, compared to the weighted average contractual interest rate of 4.84%. The combined principal balance of the Company's fixed rate mortgages was approximately $268.1 million as of December 31, 2018 with a fair value of approximately $276.5 million. In determining the fair value as of December 31, 2018, the Company estimated a weighted average market interest rate of approximately 4.17%, compared to the weighted average contractual interest rate of 4.85%.
13. LEASES
The Company determines if a contractual arrangement is a lease at inception. As a lessee, the Company has non-cancelable lease agreements for real estate and its corporate office space that are classified as operating leases. The Company's operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in its condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's operating leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the discount rate for the present value of the lease payments. To the extent that the lease agreements provide for fixed increases throughout the term of the lease, the Company recognizes lease expense on a straight-line basis over the expected lease terms.
Real Estate Leasehold Interests
The Company has seven properties that are subject to non-cancelable leasehold interest agreements with remaining lease terms ranging from 15 to 73 years, inclusive of extension options that the Company anticipates exercising. Rent expense under these leasehold interest agreements is included in property operating expenses in the accompanying condensed consolidated statements of operations and amounted to $0.4 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively.
Office Leases
The Company has entered into non-cancelable lease agreements for its corporate office space with remaining lease terms ranging from four to eight years. Rent expense related to these office leases is included in general and administrative expenses in the accompanying condensed consolidated statements of operations and amounted to $0.1 million and less than $0.1 million for the three months ended March 31, 2019 and 2018, respectively.
The weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of March 31, 2019 are as follows:
 
 
March 31, 2019
Weighted-average remaining lease term
 
 
Real estate leasehold interests
 
29 years

Office leases
 
7 years

Weighted-average remaining discount rate
 
 
Real estate leasehold interests
 
4.9
%
Office leases
 
4.1
%


23


As of March 31, 2019, the future minimum lease payments under the Company's operating leases, for which the Company is a lessee, are as follows (in thousands):
Year Ending December 31,
 
Real Estate Leasehold Interests
 
Office Leases
 
Total
2019
 
$
1,005

 
$
144

 
$
1,149

2020
 
1,385

 
286

 
1,671

2021
 
1,410

 
387

 
1,797

2022
 
1,425

 
381

 
1,806

2023
 
1,431

 
346

 
1,777

2024 through 2092
 
36,419

 
1,043

 
37,462

Total lease payments
 
$
43,075

 
$
2,587

 
$
45,662

Less imputed interest
 
(21,108
)
 
(388
)
 
(21,496
)
Total
 
$
21,967

 
$
2,199

 
$
24,166

As of December 31, 2018, the future minimum lease payments under the Company's operating leases, for which the Company is a lessee, are as follows (in thousands):
Year Ending December 31,
 
Real Estate Leasehold Interests
 
Office Leases
 
Total
2019
 
$
1,334

 
$
345

 
$
1,679

2020
 
1,379

 
398

 
1,777

2021
 
1,404

 
387

 
1,791

2022
 
1,419

 
381

 
1,800

2023
 
1,424

 
346

 
1,770

2024 through 2092
 
36,074

 
1,073

 
37,147

Total lease payments
 
$
43,034

 
$
2,930

 
$
45,964




24


14. SUBSEQUENT EVENTS
On April 24, 2019, the Company entered into a credit agreement with BMO Harris Bank N.A. to make available a term loan facility that matures in April 2029 (the "2029 Term Loan Facility") in an aggregate amount of $100.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date.
Interest rates applicable to loans under the 2029 Term Loan Facility are payable during such periods as such loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans are base rate loans, at the base rate under the 2029 Term Loan Facility in effect from time to time plus an applicable margin. The base rate under the 2029 Term Loan Facility is equal to the greatest of the BMO Harris Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2029 Term Loan Facility is leverage-based and ranges from 1.85% to 2.30% for LIBOR loans and 0.85% to 1.30% 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 the 2029 Term Loan Facility be subject to rating-based margins ranging from 1.40% to 2.25% for LIBOR Loans and 0.40% to 1.25% for base rate loans.
On April 24, 2019, the Company also entered into an interest rate swap agreement with a notional amount of $100.0 million that matures in April 2029 fixing the interest rate of the 2029 Term Loan Facility at an effective interest rate of 4.27%.
The Company is required to comply with the same financial covenants under the 2029 Term Loan Facility as it is with the credit facility, 2023 Term Loan Facility and the 2028 Term Loan Facility. In addition, the terms of the 2029 Term Loan Facility contain customary affirmative and negative covenants that are consistent with those contained in the 2023 Term Loan Facility and 2028 Term Loan Facility, and, among other things, limit the Company's ability to make distributions, make certain investments, incur debt, incur liens and enter into certain transactions.


25


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 those under contract, and 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, territories 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;


26


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 for the year ended December 31, 2018 filed with the SEC on February 26, 2019 (the "Annual Report"), and the other documents we file from time to time with the SEC . 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 we believe that 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.


27


Our PROs
The Company had ten PROs as of March 31, 2019: SecurCare, Northwest, Optivest, Guardian, Move It, Storage Solutions, Hide Away, Personal Mini, Southern and Moove In. We seek to further expand our platform by continuing to recruit additional 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.
Our 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 March 31, 2019, we owned a geographically diversified portfolio of 531 self storage properties, located in 28 states and Puerto Rico, comprising approximately 32.1 million rentable square feet, configured in approximately 257,000 storage units. Of these properties, 260 were acquired by us from our PROs, 270 were acquired from third-party sellers and one was acquired from the 2016 Joint Venture.
During the three months ended March 31, 2019, we acquired 32 self storage properties for $194.6 million, comprising approximately 1.7 million rentable square feet, configured in approximately 15,000 storage units. Of these acquisitions, 13 were acquired from our PROs, 18 were acquired from third-party sellers and one was acquired from the 2016 Joint Venture.
Our Unconsolidated Real Estate Ventures
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.
2018 Joint Venture
As of March 31, 2019, our 2018 Joint Venture, in which we have a 25% interest, owned and operated a portfolio of 103 properties containing approximately 7.7 million rentable square feet, configured in approximately 63,000 storage units and located across 17 states.
2016 Joint Venture
As of March 31, 2019, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and operated a portfolio of 72 properties containing approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across 13 states.
During the three months ended March 31, 2019, our 2016 Joint Venture sold to the Company one self storage property for $4.1 million, comprising less than 0.1 million rentable square feet, configured in approximately 300 storage units.
Our Property Management Platform
Through our property management platform, we direct, manage and control the day-to-day operations and affairs of certain consolidated properties and our unconsolidated real estate ventures. We earn certain customary fees for managing and operating the properties in the unconsolidated real estate ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties in exchange for half of all proceeds from such programs.
As of March 31, 2019, our property management platform managed and controlled 34 of our consolidated properties in select markets in California, Illinois, Kansas, Maryland, Missouri, Ohio and Virginia.


28


Results of Operations
When reviewing our results of operations it is important to consider the timing of acquisition activity. We acquired 32 self storage properties during the three months ended March 31, 2019 and 57 self storage properties during the year ended December 31, 2018. 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 since the first day of the earliest year presented, excluding any properties sold, expected to be sold or subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year operating results to no longer be comparable. As of March 31, 2019, our same store portfolio consisted of 439 self storage properties.
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 March 31, 2019 compared to the Three Months Ended March 31, 2018
Net income was $12.9 million for the three months ended March 31, 2019, compared to $12.0 million for the three months ended March 31, 2018, an increase of $0.9 million. The increase was primarily due to an increase in net operating income ("NOI") resulting from an additional 64 self storage properties acquired between April 1, 2018 and March 31, 2019 and same store NOI growth partially offset by increases in depreciation and amortization, interest expense and general and administrative expenses and losses from our unconsolidated real estate ventures, 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 March 31, 2019 compared to the three months ended March 31, 2018 (dollars in thousands):
 
Three Months Ended March 31,
 
2019
 
2018
 
Change
Rental revenue
 
 
 
 
 
Same store portfolio
$
69,935

 
$
66,708

 
$
3,227

Non-same store portfolio
12,920

 
3,328

 
9,592

Effect of bad debt expense classification resulting from adoption of leasing standard

 
1,975

 
(1,975
)
Total rental revenue
82,855

 
72,011

 
10,844

Other property-related revenue
 
 
 
 
 
Same store portfolio
2,374

 
2,267

 
107

Non-same store portfolio
450

 
54

 
396

Total other property-related revenue
2,824

 
2,321

 
503

Property operating expenses
 
 
 
 
 
Same store portfolio
22,283

 
22,085

 
198

Non-same store portfolio
4,174

 
1,166

 
3,008

Effect of bad debt expense classification resulting from adoption of leasing standard

 
1,975

 
(1,975
)
Total property operating expenses
26,457

 
25,226

 
1,231

Net operating income
 
 
 
 
 
Same store portfolio
50,026

 
46,890

 
3,136

Non-same store portfolio
9,196

 
2,216

 
6,980



29


 
Three Months Ended March 31,
 
2019
 
2018
 
Change
Total net operating income
59,222

 
49,106

 
10,116

Management fees and other revenue
4,893

 
2,161

 
2,732

General and administrative expenses
(10,766
)
 
(8,306
)
 
(2,460
)
Depreciation and amortization
(24,349
)
 
(21,368
)
 
(2,981
)
Other (expense) income
 
 
 
 
 
Interest expense
(13,211
)
 
(9,635
)
 
(3,576
)
Equity in losses of unconsolidated real estate ventures
(2,102
)
 
(52
)
 
(2,050
)
Acquisition costs
(157
)
 
(180
)
 
23

Non-operating expense
(98
)
 
(84
)
 
(14
)
Gain on sale of self storage properties

 
474

 
(474
)
Other expense
(15,568
)
 
(9,477
)
 
(6,091
)
Income before income taxes
13,432

 
12,116

 
1,316

Income tax expense
(492
)
 
(143
)
 
(349
)
Net income
12,940

 
11,973

 
967

Net income attributable to noncontrolling interests
(5,529
)
 
(1,513
)
 
(4,016
)
Net income attributable to National Storage Affiliates Trust
7,411

 
10,460

 
(3,049
)
Distributions to preferred shareholders
(2,588
)
 
(2,588
)
 

Net income attributable to common shareholders
$
4,823

 
$
7,872

 
$
(3,049
)
Total Revenue
Our total revenue increased by $14.1 million, or 18.4%, for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018. This increase was primarily attributable to incremental revenue from 64 self storage properties acquired between April 1, 2018 and March 31, 2019 and regular rental increases for in-place tenants. Average total portfolio occupancy remained flat at 87.2% for the three months ended March 31, 2019 and 2018. 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 $10.8 million, or 15.1%, for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018. As discussed in Note 2 in Item 1, we adopted ASU 2016-02 and ASU 2018-11 effective January 1, 2019. As a result of this adoption, beginning on January 1, 2019, $2.0 million of activity related to uncollectible accounts is recognized as a current-period adjustment within revenue. For periods prior to January 1, 2019, such amounts were previously included in operating expenses, and as such, for comparability, we have presented $2.0 million of activity related to uncollectible accounts as a reduction to same store and non-same store rental revenue for the three months ended March 31, 2018. The increase in rental revenue was due to a $9.6 million increase in non-same store rental revenue which was primarily attributable to incremental rental revenue of $5.4 million from 32 self storage properties acquired between April 1, 2018 and December 31, 2018, and $3.5 million from 32 self storage properties acquired during the three months ended March 31, 2019. Same store portfolio rental revenues increased $3.2 million, or 4.8%, due to a 4.0% increase, from $11.36 to $11.82, in annualized same store rental revenue divided by average occupied square feet ("average annualized rental revenue per occupied square foot"), driven primarily by increased contractual lease rates for in-place tenants and fees and an increase in average occupancy from 87.3% for the three months ended March 31, 2018 to 87.7% for the three months ended March 31, 2019.


30


Other Property-Related Revenue
Other property-related revenue represents ancillary income from our self storage properties, such as tenant insurance-related access fees and sales of storage supplies. Other property-related revenue increased by $0.5 million, or 21.7%, for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018. This increase primarily resulted from a $0.4 million increase in non-same store other property-related revenue which was primarily attributable to incremental other property-related revenue of $0.2 million from 32 self storage properties acquired between April 1, 2018 and December 31, 2018 and $0.1 million from 32 properties acquired during the three months ended March 31, 2019.
Management Fees and Other Revenue
Management fees and other revenue, which are primarily related to managing and operating the unconsolidated real estate ventures, were $4.9 million for the three months ended March 31, 2019, compared to $2.2 million for the three months ended March 31, 2018, an increase of $2.7 million. This increase was primarily attributable to incremental fees earned from the 2018 Joint Venture following the acquisition of the Initial 2018 Joint Venture portfolio in September 2018.
Property Operating Expenses
Property operating expenses were $26.5 million for the three months ended March 31, 2019 compared to $25.2 million for the three months ended March 31, 2018, an increase of $1.2 million, or 4.9%. As discussed in Note 2 in Item 1, we adopted ASU 2016-02 and ASU 2018-11 effective January 1, 2019. As a result of this adoption, beginning on January 1, 2019, $2.0 million of activity related to uncollectible accounts is recognized as a current-period adjustment within revenue. For periods prior to January 1, 2019, such amounts were previously included in operating expenses, and as such, for comparability, we have presented $2.0 million of activity related to uncollectible accounts as a reduction to same store and non-same store property operating expenses for the three months ended March 31, 2018. The increase in property operating expenses resulted from a $3.0 million increase in non-same store property operating expenses that was primarily attributable to incremental property operating expenses of $1.7 million from 32 self storage properties acquired between April 1, 2018 and December 31, 2018, and $1.1 million from 32 self storage properties acquired during the three months ended March 31, 2019.
General and Administrative Expenses
General and administrative expenses increased $2.5 million, or 29.6%, for the three months ended March 31, 2019, compared to the three months ended March 31, 2018. This increase was attributable to increases in supervisory and administrative fees charged by our PROs of $0.6 million primarily as a result of incremental fees related to the 64 properties we acquired from April 1, 2018 to March 31, 2019, salaries and benefits of $0.4 million, equity-based compensation expense of $0.2 million and costs related to our property management platform of $0.7 million.
Depreciation and Amortization
Depreciation and amortization increased $3.0 million, or 14.0%, for the three months ended March 31, 2019, compared to the three months ended March 31, 2018. This increase was primarily attributable to incremental depreciation expense related to the self storage properties we acquired subsequent to April 1, 2018, partially offset by a decrease in amortization of customer in-place leases from $3.0 million for the three months ended March 31, 2018 to $2.5 million for the three months ended March 31, 2019.
Interest Expense
Interest expense increased $3.6 million, or 37.1%, for the three months ended March 31, 2019, compared to the three months ended March 31, 2018. The increase in interest expense was primarily attributable to higher outstanding borrowings under the Revolver, higher interest rates on variable-rate debt and $150.0 million of additional term loan borrowings subsequent to March 31, 2018.


31


Equity In Losses Of Unconsolidated Real Estate Ventures
Equity in losses of unconsolidated real estate ventures represents our share of losses incurred through our 25% ownership interests in the 2018 Joint Venture and the 2016 Joint Venture. During the three months ended March 31, 2019, we recorded $2.1 million of equity in losses from our unconsolidated real estate ventures compared to $0.1 million of losses for the three months ended March 31, 2018. This was primarily the result of incremental losses from our 2018 Joint Venture driven by real estate depreciation and amortization of customer in-place leases following the acquisition of the Initial 2018 Joint Venture portfolio in September 2018.
Gain On Sale of Self Storage Properties
Gain on sale of self storage properties was $0.5 million for the three months ended March 31, 2018, which related to the sale of one self storage property for gross proceeds of $2.2 million.
Net Income 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 $5.5 million for the three months ended March 31, 2019, compared to $1.5 million for the three months ended March 31, 2018.
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 December 2018 Nareit Funds From Operations White Paper - 2018 Restatement, which we refer to as the White Paper, defines FFO as net income (as determined under GAAP), excluding: real estate depreciation and amortization, gains and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real estate assets and impairment of investments in entities when it is directly attributable to decreases in the value of depreciable real estate held by the entity and after items to record unconsolidated partnerships and joint ventures on the same basis. 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 purposes of calculating FFO attributable to common shareholders, OP unitholders and LTIP unitholders, we exclude distributions declared on subordinated performance units, DownREIT subordinated performance units, preferred shares and preferred units. 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.


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The following table presents a reconciliation of net income (loss) to FFO and Core FFO for the three months ended March 31, 2019 and 2018 (in thousands, except per share and unit amounts):
 
Three Months Ended
March 31,
 
2019
 
2018
Net income
$
12,940

 
$
11,973

Add (subtract):
 
 
 
Real estate depreciation and amortization
24,027

 
21,075

Company's share of unconsolidated real estate venture real estate depreciation and amortization
5,457

 
1,377

Gain on sale of self storage properties

 
(474
)
Company's share of unconsolidated real estate venture loss on sale of properties
202

 

Distributions to preferred shareholders and unitholders
(2,753
)
 
(2,689
)
FFO attributable to subordinated performance unitholders(1)
(7,293
)
 
(5,584
)
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
32,580

 
25,678

Add:
 
 
 
Acquisition costs
157

 
180

Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
$
32,737

 
$
25,858

 
 
 
 
Weighted average shares and units outstanding - FFO and Core FFO:(2)
Weighted average shares outstanding - basic
56,655

 
50,299

Weighted average restricted common shares outstanding
30

 
30

Weighted average OP units outstanding
29,948

 
29,135

Weighted average DownREIT OP unit equivalents outstanding
1,848

 
1,835

Weighted average LTIP units outstanding
747

 
665

Total weighted average shares and units outstanding - FFO and Core FFO
89,228

 
81,964

 
 
 
 
FFO per share and unit
$
0.37

 
$
0.31

Core FFO per share and unit
$
0.37

 
$
0.32

(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.


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The following table presents a reconciliation of earnings (loss) per share - diluted to FFO and Core FFO per share and unit for the three months ended March 31, 2019 and 2018:
 
 
 
 
 
Three Months Ended
March 31,
 
2019
 
2018
Earnings (loss) per share - diluted
$
0.08

 
$
0.09

Impact of the difference in weighted average number of shares(1)
(0.03
)
 
0.02

Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method(2)
0.07

 

Add real estate depreciation and amortization
0.27

 
0.26

Add Company's share of unconsolidated venture real estate depreciation and amortization
0.06

 
0.02

Subtract gain on sale of self storage properties

 
(0.01
)
FFO attributable to subordinated performance unitholders
(0.08
)
 
(0.07
)
FFO per share and unit
0.37

 
0.31

Add acquisition costs

 
0.01

Core FFO per share and unit
$
0.37

 
$
0.32

 
 
 
 
(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares and the treasury stock method for certain unvested LTIP units, and assumes the conversion of vested LTIP units into OP units on a one-for-one basis and the hypothetical conversion of subordinated performance units, and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 9 in Item 1. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared.
(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as described in footnote(1).
NOI
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
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


34


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 and net income (loss).
The following table presents a reconciliation of net income (loss) to NOI for the three months ended March 31, 2019 and 2018 (dollars in thousands):
 
Three Months Ended
March 31,
 
2019
 
2018
Net income
$
12,940

 
$
11,973

(Subtract) Add:
 
 
 
Management fees and other revenue
(4,893
)
 
(2,161
)
General and administrative expenses
10,766

 
8,306

Depreciation and amortization
24,349

 
21,368

Interest expense
13,211

 
9,635

Equity in losses of unconsolidated real estate ventures
2,102

 
52

Acquisition costs
157

 
180

Income tax expense
492

 
143

Gain on sale of self storage properties

 
(474
)
Non-operating expense
98

 
84

Net Operating Income
$
59,222

 
$
49,106

Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our unconsolidated real estate ventures. For additional information about our 2018 Joint Venture and 2016 Joint Venture see Note 5 to the condensed consolidated financial statements in Item 1.
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus acquisition costs, organizational and offering expenses, equity-based compensation expense, losses on sale of properties and impairment of long-lived assets, minus gains on sale of properties and debt forgiveness, and after adjustments for unconsolidated partnerships and joint ventures. These further adjustments eliminate the impact of items that we do not consider indicative of our core operating performance. In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present EBITDA and Adjusted EBITDA because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA have limitations as an analytical tool. Some of these limitations are:
EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital expenditures, contractual commitments or working capital needs;
EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
although depreciation and amortization are non-cash charges, the assets being dep