Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Entity [Abstract] | ||
Entity Registrant Name | NATIONAL STORAGE AFFILIATES TRUST | |
Entity Central Index Key | 1,618,563 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 23,017,210 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate | ||
Self storage properties | $ 972,778 | $ 838,941 |
Less accumulated depreciation | (52,509) | (39,614) |
Self storage properties, net | 920,269 | 799,327 |
Cash and cash equivalents | 6,055 | 9,009 |
Restricted cash | 3,149 | 2,120 |
Debt issuance costs, net | 4,785 | 6,346 |
Other assets, net | 8,253 | 15,944 |
Total assets | 942,511 | 832,746 |
Liabilities | ||
Debt financing | 407,816 | 597,691 |
Accounts payable and accrued liabilities | 14,877 | 10,012 |
Distributions payable | 9,253 | 6,763 |
Deferred revenue | 5,178 | 4,176 |
Total liabilities | $ 437,124 | $ 618,642 |
Commitments and contingencies (Note 10) | ||
Equity | ||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 and 1,000 shares authorized, 23,017,210 and 1,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 230 | $ 0 |
Additional paid-in capital | 233,638 | 0 |
Retained earnings | 11 | 0 |
Accumulated other comprehensive loss | 0 | 0 |
Total shareholders' equity | 233,879 | 0 |
Noncontrolling interests | 271,508 | 214,104 |
Total equity | 505,387 | 214,104 |
Total liabilities and equity | $ 942,511 | $ 832,746 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, authorized (in shares) | 250,000,000 | 1,000 |
Common shares of beneficial interest, issued (in shares) | 23,017,010 | 1,000 |
Common shares of beneficial interest, outstanding (in shares) | 23,017,010 | 1,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUE | ||||
Rental revenue | $ 30,632 | $ 15,793 | $ 58,050 | $ 28,649 |
Other property-related revenue | 1,018 | 422 | 1,891 | 727 |
Total revenue | 31,650 | 16,215 | 59,941 | 29,376 |
OPERATING EXPENSES | ||||
Property operating expenses | 10,826 | 6,033 | 20,668 | 10,955 |
General and administrative expenses | 4,187 | 1,796 | 7,800 | 3,134 |
Depreciation and amortization | 9,974 | 4,697 | 19,851 | 8,534 |
Total operating expenses | 24,987 | 12,526 | 48,319 | 22,623 |
Income from operations | 6,663 | 3,689 | 11,622 | 6,753 |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (4,824) | (4,723) | (11,806) | (10,169) |
Loss on early extinguishment of debt | (914) | (1,020) | (914) | (1,020) |
Acquisition costs | (719) | (5,089) | (1,318) | (5,271) |
Organizational and offering expenses | 0 | (442) | (58) | (677) |
Non-operating (expense) income | (113) | 1 | (204) | (3) |
Gain on sale of self storage properties | 0 | 1,426 | 0 | 1,426 |
Other income (expense) | (6,570) | (9,847) | (14,300) | (15,714) |
Net income (loss) | 93 | (6,158) | (2,678) | (8,961) |
Net loss attributable to noncontrolling interests | 3,371 | 6,158 | 6,142 | 8,961 |
Net income (loss) attributable to National Storage Affiliates Trust | $ 3,464 | $ 0 | $ 3,464 | $ 0 |
Earnings (loss) per share (basic) (in dollars per share) | $ 0.22 | $ 0 | $ 0.44 | $ 0 |
Earnings (loss) per share (diluted) (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding (basic) (in shares) | 15,517 | 1 | 7,802 | 1 |
Weighted average shares outstanding (diluted) (in shares) | 52,565 | 1 | 26,327 | 1 |
Dividends declared per common share (in dollars per share) | $ 0.15 | $ 0 | $ 0.15 | $ 0 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 93 | $ (6,158) | $ (2,678) | $ (8,961) |
Other comprehensive income (loss) | ||||
Unrealized loss on derivative contracts | (104) | (1,252) | (1,270) | (1,252) |
Reclassification of other comprehensive loss to interest expense | 390 | 281 | 775 | 281 |
Comprehensive income (loss) | 379 | (7,129) | (3,173) | (9,932) |
Comprehensive (income) loss attributable to noncontrolling interests | 3,085 | 7,129 | 6,637 | 9,932 |
Comprehensive income (loss) attributable to National Storage Affiliates Trust | $ 3,464 | $ 0 | $ 3,464 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interests [Member] |
Balances (in shares) at Dec. 31, 2014 | 1,000 | 1,000 | |||
Balances at Dec. 31, 2014 | $ 214,104 | $ 0 | $ 0 | $ 0 | $ 214,104 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
OP Equity Issuances in business combinations, OP units and subordinated performance units | 31,925 | 31,925 | |||
Noncontrolling interests in acquired subsidiaries | 6,770 | 6,770 | |||
Redemption of common shares (in shares) | (1,000) | ||||
Issuance of common shares, net of offering costs (in shares) | 23,000,000 | ||||
Issuance of common shares, net of offering costs | 271,010 | $ 230 | 270,780 | ||
Effect of changes in ownership for consolidated entities | (37,142) | 37,142 | |||
Equity-based compensation expense | 1,721 | 1,721 | |||
Issuance of LTIP units for acquisition expenses | 366 | 366 | |||
Issuance of restricted shares (in shares) | 17,210 | ||||
Reduction in receivables from partners of OP | 897 | 897 | |||
Common share dividends | (3,453) | (3,453) | |||
Distributions to limited partners of OP | (14,780) | (14,780) | |||
Other comprehensive loss | (495) | (495) | |||
Net income (loss) | $ (2,678) | 3,464 | (6,142) | ||
Balances (in shares) at Jun. 30, 2015 | 23,017,010 | 23,017,210 | |||
Balances at Jun. 30, 2015 | $ 505,387 | $ 230 | $ 233,638 | $ 11 | $ 271,508 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (2,678) | $ (8,961) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 19,851 | 8,534 |
Amortization of debt issuance costs | 1,610 | 1,082 |
Amortization of debt discount and premium, net | (780) | 907 |
Loss on debt extinguishment | 414 | 344 |
Unrealized (gain) loss on fair value of derivatives | (3) | 193 |
Gain on sale of self storage properties | 0 | (1,426) |
Issuance of subordinated performance units for related party payable | 0 | 3,242 |
LTIP units issued for acquisition expenses | 366 | 0 |
Equity-based compensation expense | 1,721 | 684 |
Change in assets and liabilities, net of effects of business combinations: | ||
Restricted cash | (221) | 941 |
Other assets | (865) | (121) |
Accounts payable and accrued liabilities | 1,363 | 327 |
Deferred revenue | 249 | 198 |
Net Cash Provided by Operating Activities | 21,027 | 5,944 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of self storage properties | (47,523) | (89,856) |
Capital expenditures | (2,000) | (1,812) |
Note receivable from PROs | 0 | (4,831) |
Deposits and advances for self storage property acquisitions | (145) | (7,495) |
Expenditures for corporate furniture, equipment and other | (58) | (93) |
Change in restricted cash designated for capital expenditures | 188 | 333 |
Proceeds from sale of self storage properties | 0 | 2,993 |
Net Cash Used in Investing Activities | (49,538) | (100,761) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common shares in IPO | 278,070 | 0 |
Borrowings under debt financings | 21,000 | 245,449 |
Proceeds from issuance of OP units | 0 | 431 |
Receipts for OP unit subscriptions | 746 | 0 |
Collection of receivables from issuance of OP equity | 575 | 0 |
Principal payments under debt financings | (257,084) | (143,564) |
Distributions to partners of OP | (14,681) | (3,570) |
NSA Predecessor distributions and other | 0 | (429) |
Change in restricted cash for financing activity | (167) | 0 |
Debt issuance costs | (553) | (183) |
Equity offering costs | (2,349) | (173) |
Net Cash Provided by Financing Activities | 25,557 | 97,961 |
(Decrease) Increase in Cash and Cash Equivalents | (2,954) | 3,144 |
CASH AND CASH EQUIVALENTS | ||
Beginning of period | 9,009 | 11,196 |
End of period | 6,055 | 14,340 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 11,739 | 8,632 |
Consideration exchanged in business combinations: | ||
Issuance of OP units and subordinated performance units | 31,925 | 70,557 |
Deposits on acquisitions applied to purchase price | 745 | 50 |
LTIP units vesting upon acquisition of properties | 0 | 2,299 |
Assumption of mortgages payable | 46,989 | 0 |
Note payable to related party to settle assumed mortgages | 5,342 | 0 |
Other net liabilities assumed | 358 | 1,157 |
Notes receivable settled upon acquisition of properties | 1,778 | 4,831 |
Fair value of noncontrolling interests in acquired subsidiaries | 6,770 | 0 |
Issuance of OP units for settlement of subscription liability | 194 | 5,863 |
Settlement of acquisition receivables from distributions | 867 | 0 |
Increase in lender participation liability and related discount | 0 | 770 |
Increase in payables for deferred offering costs | 1,625 | 442 |
Settlement of debt issuance costs from borrowings | 0 | 3,851 |
Settlement of offering costs from IPO proceeds | $ 20,930 | $ 0 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company intends to elect and qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2015. Through our controlling interest as the sole general partner of NSA OP, LP (our "operating partnership"), a Delaware limited partnership formed on February 13, 2013, we are focused on the ownership, operation, and acquisition of self storage properties in the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of our operating partnership, our operating partnership is authorized to issue Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). We also own certain of our self storage properties through other consolidated limited partnership subsidiaries of our operating partnership, which we refer to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to our OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units"). The Company completed its initial public offering on April 28, 2015, pursuant to which it sold 20,000,000 shares of the Company's common shares of beneficial interest, $0.01 par value per share ("common shares"), at a price of $13.00 per share. As part of the offering, the Company granted the underwriters an option to purchase up to 3,000,000 additional common shares within thirty days after the offering. The underwriters exercised their option and, on May 18, 2015, purchased an additional 3,000,000 common shares. These transactions resulted in net proceeds to the Company of approximately $278.1 million , after deducting the underwriting discount and before additional expenses associated with the offering. The Company contributed the net proceeds from its initial public offering to our operating partnership in exchange for 23,000,000 OP units. OP Units are the economic equivalent of the Company's common shares and for each common share issued by the Company, our operating partnership issues a corresponding OP Unit to NSA in exchange for the contribution of the proceeds from the share issuances. Immediately prior to the completion of our initial public offering on April 28, 2015, we redeemed 1,000 common shares held by National Storage Affiliates Holdings, LLC ("Holdings"), an entity formed on February 13, 2013, for no consideration. Prior to this redemption, the Company was 100% owned by Holdings and the only assets of Holdings were 126,400 OP units and 1,000 common shares. The Company owned 246 self storage properties in 16 states with approximately 13.6 million rentable square feet in approximately 107,000 storage units as of June 30, 2015 . These properties are managed with local operational focus and expertise by our 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"), and Move It Self Storage and its controlled affiliates ("Move It"). In addition, upon the completion of our initial public offering and formation transactions, we were joined by our sixth PRO, Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. Principles of Consolidation The Company's financial statements include the accounts of our 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 (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which limited partners lack both substantive participating rights and the ability to dissolve or remove the Company without cause. Noncontrolling Interests All of the limited partner equity interests in our 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 our operating partnership. In the consolidated statements of operations, we allocate 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 our 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 consolidated balance sheets. Reclassifications Certain amounts in the financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact our previously reported financial position or net income (loss). Allocation of Net Income (Loss) The distribution rights and priorities set forth in our operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, we allocate GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which we allocate income or loss based on the change in each unitholders’ claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period. 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. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if our 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 our 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 attributable to National Storage Affiliates Trust during a period when the Company reports a consolidated net loss, or net income attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income. Other Comprehensive Income (Loss) We have 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 loss within equity, as discussed further in Note 11 . 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 our 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 our operating partnership's LP Agreement, all amounts of consolidated other comprehensive income (loss) for the three and six months ended June 30, 2015 were allocated to noncontrolling interests, as presented within the accompanying consolidated statements of comprehensive income or loss. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 is effective for the Company on January 1, 2018, with early application permitted for the Company on January 1, 2017. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which modifies the current consolidation guidance. The Company is required to adopt ASU 2015-02 for annual and interim financial statements issued for the year ending December 31, 2016. Upon adoption by the Company, ASU 2015-02 permits the use of either the modified retrospective or cumulative effect transition method. The Company is currently evaluating the impact of the provisions of ASU 2015-02 on its consolidation policies as well as the transition method to be used to implement ASU 2015-02. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest, which requires the presentation of debt issuance costs as a direct deduction from the carrying amount of the related debt liabilities. The Company does not expect ASU 2015-03 to have a material impact on the Company's results from operations, however, adoption will result in the elimination of debt issuance costs as an asset and a corresponding reduction in the carrying amount of the Company's debt financings applied retrospectively to all periods. The Company is required to adopt this ASU for annual and interim financial statements issued for the year ending December 31, 2016. Early adoption is permitted. The Company is evaluating the effect that ASU 2015-03 will have on its consolidated financial statements and related disclosures. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NONCONTROLLING INTERESTS As of June 30, 2015 and December 31, 2014 , noncontrolling interests consisted of the following: June 30, December 31, 2015 2014 OP units 20,705,654 18,817,088 Subordinated performance units 9,232,067 8,447,679 LTIP units 2,730,540 2,689,780 DownREIT units DownREIT OP units 1,415,349 1,275,979 DownREIT subordinated performance units 3,688,205 3,009,884 Total 37,771,815 34,240,410 While the Company controls our operating partnership and manages the daily operations of our operating partnership's business, the Company did not have an ownership interest or share in our operating partnership's profits and losses prior to the completion of the Company's initial public offering. The increase in OP Units, DownREIT OP units, subordinated performance units, and DownREIT subordinated performance units outstanding from December 31, 2014 to June 30, 2015 was due to the acquisition of self storage properties and a centralized call center. The increase in LTIP units outstanding from December 31, 2014 to June 30, 2015 was due to the issuance of compensatory LTIP units to third party consultants and employees. |
SELF STORAGE PROPERTIES
SELF STORAGE PROPERTIES | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
SELF STORAGE PROPERTIES | SELF STORAGE PROPERTIES Self storage properties are summarized as follows (dollars in thousands): June 30, December 31, 2015 2014 Land $ 268,814 $ 236,691 Buildings and improvements 701,930 600,284 Furniture and equipment 2,034 1,966 Total self storage properties 972,778 838,941 Less accumulated depreciation (52,509 ) (39,614 ) Self storage properties, net $ 920,269 $ 799,327 |
SELF STORAGE PROPERTY ACQUISITI
SELF STORAGE PROPERTY ACQUISITIONS | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
SELF STORAGE PROPERTY ACQUISITIONS | SELF STORAGE PROPERTY ACQUISITIONS The Company acquired 27 self storage properties with an estimated fair value of $136.1 million during the six months ended June 30, 2015 . Of these acquisitions, 10 were acquired by us from our PROs and 17 were acquired by us from third-party sellers. These self storage property acquisitions were accounted for as business combinations whereby the Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company preliminarily 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 $4.0 million , resulting in a total fair value of $132.1 million allocated to real estate. The following table summarizes, by calendar quarter, the consideration for the business combinations completed by the Company during the six months ended June 30, 2015 (dollars in thousands): Acquisitions Closed During the Three Months Ended: Summary of Consideration Number of Properties Value of OP Equity (1) Settlement of Note Receivable Liabilities Assumed (Assets Acquired) Cash Mortgages (3) Other Total March 31, 2015 6 $ 6,991 $ 8,954 $ 1,778 $ 16,442 $ 70 $ 34,235 (2) June 30, 2015 21 41,277 22,971 — 30,547 288 95,083 Total 27 $ 48,268 $ 31,925 $ 1,778 $ 46,989 $ 358 $ 129,318 (1) Value of OP equity represents the fair value of OP units and subordinated performance units. (2) Excludes the fair value of noncontrolling interests associated with self storage properties acquired in DownREIT partnerships which amounted to $6.8 million for the three months ended March 31, 2015. We estimate the portion of the fair value of the net assets owned by noncontrolling interests based on the fair value of the real estate and debt assumed. (3) Includes fair value of debt adjustment for assumed mortgages of approximately $2.0 million . Three of the 27 self storage properties acquired during the six months ended June 30, 2015 are subject to non-cancelable leasehold interest agreements that are classified as operating leases. These lease agreements expire between 2034 and 2051, inclusive of extension options that we anticipate exercising. The results of operations for these business combinations are included in our statements of operations beginning on the respective closing date for each acquisition. For the three and six months ended June 30, 2015 , the accompanying statements of operations includes aggregate revenue of $3.3 million and $4.5 million , respectively, and operating income of $1.9 million and $2.6 million , respectively, related to the 27 self storage properties acquired. Acquisition costs in the accompanying statements of operations include consulting fees, transaction expenses, and other costs related to business combinations, which amounted to $0.7 million and $1.3 million for the three and six months ended June 30, 2015 , respectively. Pro Forma Financial Information The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to the acquisitions and related financing activities for (i) each of the 21 self storage properties that were acquired in April and May 2015, as if each had occurred on January 1, 2014, and (ii) each of the six self storage properties that were acquired in January 2015, as if each had occurred on January 1, 2014 ( five of the six properties acquired during the three months ended March 31, 2015 were acquired on January 1, 2015 and are therefore included in the historical results for the entirety of the three and six months ended June 30, 2015 ). Pro forma financial information is not presented for the self storage properties that were acquired subsequent to June 30, 2015 since all information required to complete this disclosure is not currently available to the Company. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations. The following table summarizes on a pro forma basis the results of operations for the three and six months ended June 30, 2015 and 2014 (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended 2015 2014 2015 2014 Pro forma revenue: Historical results $ 31,650 $ 16,215 $ 59,941 $ 29,376 April-May 2015 Acquisitions (excluding those in historical results) 961 2,629 3,782 5,215 January 2015 Acquisitions (excluding those in historical results) — 1,226 86 2,443 Total $ 32,611 $ 20,070 $ 63,809 $ 37,034 Pro forma net income (loss): (1) Historical results $ 93 $ (6,158 ) $ (2,678 ) $ (8,961 ) April-May 2015 Acquisitions (excluding those in historical results) 1,404 (55 ) 2,292 (1,337 ) January 2015 Acquisitions (excluding those in historical results) 317 (152 ) 1,208 (991 ) Total $ 1,814 $ (6,365 ) $ 822 $ (11,289 ) Earnings (loss) per share - basic: As reported $ 0.22 $ — $ 0.44 $ — Pro forma $ 0.22 $ — $ 0.44 $ — Earnings (loss) per share - diluted: As reported $ — $ — $ — $ — Pro forma $ 0.03 $ — $ 0.03 $ — (1) Significant assumptions and adjustments in preparation of the pro forma information include the following: (i) for the cash portion of the purchase price, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 1.79% as of June 30, 2015 ; (ii) for assumed debt financing directly associated with the acquisition of specific self storage properties, interest was computed for the entirety of the periods presented using the effective interest rates under such financings; and (iii) for acquisition costs of $1.3 million incurred during the six months ended June 30, 2015 , pro forma adjustments give effect to these costs as if they were incurred on January 1, 2014. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consist of the following (dollars in thousands): June 30, December 31, 2015 2014 Customer in-place leases, net of accumulated amortization of $7,308 and $5,469, respectively $ 4,950 $ 7,700 Receivables: Trade, net 893 979 PROs and other affiliates 336 416 Note receivable from PRO — 1,778 Property acquisition deposits 170 770 Prepaid expenses and other 1,691 1,017 Corporate furniture and equipment, net 213 198 Deferred offering costs — 3,086 Total $ 8,253 $ 15,944 |
DEBT FINANCING
DEBT FINANCING | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT FINANCING | DEBT FINANCING The Company's outstanding debt as of June 30, 2015 and December 31, 2014 is summarized as follows (dollars in thousands): Interest June 30, December 31, Rate (1) 2015 2014 Credit Facility: Revolving line of credit 1.79% $ 80,917 $ 166,217 Term loan 2.75% 144,558 144,558 Unsecured term loan — — 50,000 Fixed rate mortgages payable 3.93% 182,341 153,416 Variable rate mortgages payable — — 83,500 Total $ 407,816 $ 597,691 (1) Represents the effective interest rate as of June 30, 2015 . Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. Credit Facility On April 1, 2014 (as amended in July 2014), the Company entered into a $425.0 million senior secured credit facility (the "credit facility") with a syndicated group of lenders consisting of seven financial institutions. Upon completion of our initial public offering, this credit facility, which was secured, became unsecured. The credit facility consists of two components: • A senior revolving credit facility (the "revolving line of credit"), which provides for a total borrowing commitment up to $280.4 million , whereby the Company may borrow, repay and re-borrow amounts under the revolving line of credit. The borrowing commitment is subject to a borrowing base calculation, which only includes self storage properties with an occupancy rate of at least 75% on a combined basis. As of June 30, 2015 , we had the capacity to borrow $199.5 million , subject to the borrowing base calculation. The Company is required to pay a fee which ranges from 0.20% to 0.30% of unused borrowings under the revolving line of credit. As of June 30, 2015 , the pricing grid under the revolving line of credit provides for an interest rate equal to one-month London Interbank Offered Rate ("LIBOR") plus 1.60% . The revolving line of credit matures in March 2017 and the Company may elect an extension of the maturity date until March 2018 by paying an extension fee equal to 0.20% of the total borrowing commitment at the time of the extension. • A $144.6 million senior term loan (the "term loan") which provides that amounts borrowed may be repaid at any time but not re-borrowed. As of June 30, 2015 , the pricing grid under the term loan provides for an interest rate equal to one-month LIBOR plus 1.50% . No principal payments are required under the term loan until the maturity date in March 2018. The terms of the credit facility limit the Company's ability to make distributions, incur additional debt, and acquire or sell significant assets. The credit facility requires compliance with certain financial and nonfinancial covenants, including a maximum total leverage ratio, a minimum fixed charge coverage ratio, and minimum net worth. At June 30, 2015 , we were in compliance with all such covenants. We used a portion of the proceeds received from our initial public offering to pay down $96.3 million of the outstanding balance of the revolving line of credit. Unsecured Term Loan On April 1, 2014, the Company entered into a senior unsecured term loan (the "unsecured term loan") with a syndicated group of lenders consisting of three financial institutions. The unsecured term loan provided for maximum borrowings of $50.0 million . The loan originally matured on April 1, 2015 but was extended until October 1, 2015 in exchange for a prescribed fee of $250,000 . There was a mandatory repayment of this loan upon the occurrence of a capital event (such as completion of the Company's initial public offering) as defined in the loan agreement, and following the completion of our initial public offering, we used a portion of the net proceeds from our initial public offering to repay the $50.0 million unsecured term loan. The repayment resulted in a $0.2 million write-off of unamortized debt issuance costs. Prior to the repayment, payments were limited to interest only, to be paid on a monthly basis, and the outstanding principal balance bore interest at one-month LIBOR plus 5.00% . Fixed Rate Mortgages Payable Fixed rate mortgages have scheduled maturities at various dates through November 2024, and have effective interest rates that range from 2.20% to 5.00% . Principal and interest are generally payable monthly or in monthly interest-only payments with balloon payments due at maturity. As discussed in Note 5 , we assumed fixed rate mortgages of $47.0 million in connection with 16 of the properties acquired during the six months ended June 30, 2015 . We repaid $11.0 million of these assumed mortgages during the six months ended June 30, 2015 . Variable Rate Mortgages Payable Variable rate mortgages had contractual maturities at various dates through October 2015, and had effective interest rates that ranged from 2.43% to 9.65% . Following the completion of our initial public offering during the three months ended June 30, 2015, we used a portion of the net proceeds from our initial public offering to repay all $83.5 million of the outstanding variable rate mortgages. In connection with the repayments, the Company incurred a $0.5 million prepayment penalty and recorded a $0.2 million write-off of unamortized debt issuance costs. Prior to the repayment, principal and interest on this debt was generally payable in monthly interest-only payments with balloon payments due at maturity. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2015 and 2014 , respectively (in thousands, except per share amounts): Three Months Ended Six Months Ended 2015 2014 2015 2014 Earnings (loss) per common share - basic and diluted Numerator Net income (loss) $ 93 $ (6,158 ) $ (2,678 ) $ (8,961 ) Net loss attributable to noncontrolling interests 3,371 6,158 6,142 8,961 Net income (loss) attributable to National Storage Affiliates Trust 3,464 — 3,464 — Distributed and undistributed earnings allocated to participating securities (3 ) — (3 ) — Net income (loss) attributable to common shareholders - basic 3,461 — 3,461 — Effect of assumed conversion of dilutive securities (3,371 ) — (3,371 ) — Net income (loss) attributable to common shareholders - diluted $ 90 $ — $ 90 $ — Denominator Weighted average shares outstanding - basic 15,517 1 7,802 1 Effect of dilutive securities: Weighted average OP units outstanding 20,208 — 10,104 — Weighted average DownREIT OP unit equivalents outstanding 1,415 — 708 — Weighted average LTIP units outstanding 1,247 — 624 — Subordinated performance units and DownREIT subordinated performance unit equivalents 14,178 — 7,089 — Weighted average shares outstanding - diluted 52,565 1 26,327 1 Earnings (loss) per share - basic $ 0.22 $ — $ 0.44 $ — Earnings (loss) per share - diluted $ — $ — $ — $ — As discussed in Note 3 , the Company did not have an ownership interest or share in our operating partnership's profits and losses prior to the completion of the Company's initial public offering. As a result, all of our operating partnership's profits and losses for the period from January 1, 2015 to April 28, 2015 and the three and six months ended June 30, 2014 were allocated to noncontrolling interests. Outstanding equity interests of our 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. One year from the completion of the initial public offering, OP units in our operating partnership are redeemable for cash or, at our option, exchangeable for common shares on a one -for-one basis, subject to certain adjustments and five years after the completion of the initial public offering or, in the case of DownREIT limited partnership agreements ("DownREIT LPAs") entered into after the initial public offering, five years after the date of the applicable DownREIT LPA, DownREIT OP units are redeemable for cash or, at our option, exchangeable for OP units in our 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, which are 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 will vest upon the satisfaction of a future service condition. Vested LTIP units and unvested LTIP units that vest based on a service condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service condition are evaluated for dilution using the treasury stock method. For the three and six months ended June 30, 2015, 398,817 unvested LTIP units that vest based on a service condition are excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. In addition, certain LTIP units vest upon the future acquisition of properties sourced by PROs. For the three and six months ended June 30, 2015, 522,900 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, beginning two years following the completion of the initial public offering and then (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 our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units and DownREIT subordinated performance units may only be convertible beginning two years following the completion of the initial public offering, we assume 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 prior to the completion of the Company's initial public offering on April 28, 2015, and as a result, is not necessarily indicative of the subsequent results of operations, cash flows or financial position of the Company following the initial public offering or upon expiration of the two-year lock out period on conversions. Participating securities, which consist of unvested restricted shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Supervisory and Administrative Fees The Company has entered into asset management agreements with the PROs to continue providing leasing, operating, supervisory and administrative services related to the self storage properties contributed by and acquired from the PROs. The PROs are the same entities that provided similar services prior to the respective dates that the self storage properties were contributed to or acquired by the Company. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended June 30, 2015 and 2014 , the Company incurred $1.8 million and $0.9 million , respectively, for supervisory and administrative fees to the PROs and during the six months ended June 30, 2015 and 2014 , the Company incurred $3.4 million and $1.7 million , respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying statements of operations. Affiliate Payroll Services The employees responsible for operation of the self storage properties are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended June 30, 2015 and 2014 , the Company incurred $3.2 million and $1.6 million , respectively, for payroll and related costs reimbursable to these affiliates, and for the six months ended June 30, 2015 and 2014 , the Company incurred $6.1 million and $3.1 million , respectively, for payroll and related costs reimbursable to these affiliates. Such costs are included in property operating expenses in the accompanying statements of operations. Affiliate Call Center Services On April 1, 2015, the Company acquired a centralized call center for 50,000 OP units from SecurCare, an affiliate of NSA Predecessor. Because the Company and SecurCare are under common control, the assets acquired and liabilities assumed were recorded at SecurCare's historical carrying value, which was a nominal amount as of the acquisition date. SecurCare continues to manage call center services to support self storage property operations and the fees paid to SecurCare for these services for the three months ended June 30, 2015 are included in the supervisory and administrative fees discussed above. The call center utilizes approximately 1,500 square feet in one of the Company's self storage properties acquired from NSA Predecessor for annual rent of approximately $25,000 . Prior to the acquisition, for the three months ended June 30, 2014 , the Company incurred call center charges of $0.1 million , and for the six months ended June 30, 2015 and 2014 , the Company incurred call center charges of $0.2 million and $0.2 million , respectively. Such call center costs are included in property operating expenses in the accompanying statements of operations. Brokerage Fees In connection with self-storage properties contributed by NSA Predecessor, during the six months ended June 30, 2014 the Company recognized a $3.2 million contractually obligated transaction expense payable to SecurCare, an affiliate of NSA Predecessor. In April 2014, the Company issued subordinated performance units in full payment of this amount. Notes Receivable In connection with the planned acquisition of certain self storage properties, the Company made a bridge loan of approximately $8.0 million to a PRO on July 1, 2014. This loan did not bear interest and was repaid as the related self storage properties were acquired. Through December 31, 2014 , 13 of the self storage properties had been acquired and bridge loan advances totaling $6.2 million were applied to offset the acquisition consideration otherwise payable by the Company. As of December 31, 2014 , the bridge loan balance of $1.8 million is included in other assets in the accompanying balance sheet. In January 2015, the remaining balance of the bridge loan was applied to offset the acquisition consideration otherwise payable by the Company related to two self storage property acquisitions. Notes Payable During the six months ended June 30, 2015 , in connection with the acquisition of self storage properties owned in DownREIT partnerships, the Company entered into bridge loan agreements for $5.3 million payable to principals of the PRO that contributed the properties. The notes bore interest at a weighted average fixed rate of 3.3% and were fully repaid during the six months ended June 30, 2015 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements We sometimes limit our exposure to interest rate fluctuations by entering into interest rate swap or cap agreements. The interest rate swap agreements moderate our exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The interest rate cap agreements effectively limit our exposure to interest rate risk by providing a ceiling on the underlying variable interest rate. Our interest rate cap agreements are not material to our financial position and results of operations. We measure our interest rate swap derivatives at fair value on a recurring basis. Information regarding our 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): Interest Rate Swaps Designated as Cash Flow Hedges Non-hedge accounting Interest Rate Swaps Total Fair value at December 31, 2013 $ — $ 70 $ 70 Unrealized losses included in interest expense — (193 ) (193 ) Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss 281 — 281 Unrealized losses included in accumulated other comprehensive loss (1,252 ) — (1,252 ) Fair value at June 30, 2014 $ (971 ) $ (123 ) $ (1,094 ) Fair value at December 31, 2014 $ (865 ) $ (207 ) $ (1,072 ) Unrealized gains included in interest expense — 8 8 Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss 775 — 775 Unrealized losses included in accumulated other comprehensive loss (1,270 ) — (1,270 ) Fair value at June 30, 2015 $ (1,360 ) $ (199 ) $ (1,559 ) As of June 30, 2015 and December 31, 2014 , we had outstanding interest rate swaps with aggregate notional amounts of $125.0 million designated as cash flow hedges. As of June 30, 2015 , these swaps had a weighted average remaining term of 2.8 years . The fair value of these swaps designated as hedges are presented within accounts payable and accrued liabilities in our balance sheets, and we recognize any changes in the fair value as an adjustment of accumulated other comprehensive loss within equity to the extent of their effectiveness. If the forward rates at June 30, 2015 remain constant, we estimate that during the next 12 months , we would reclassify into earnings approximately $1.3 million of the unrealized losses included in accumulated other comprehensive loss. If market interest rates increase above the 1.42% weighted average fixed rate under these interest rate swaps we will benefit from net cash payments due to us from our counterparty to the interest rate swaps. As of June 30, 2015 and December 31, 2014 , we had an interest rate swap with a notional amount of $7.5 million and $7.6 million , respectively, that was not designated as a cash flow hedge. As of June 30, 2015 , this swap had a remaining term of 6.6 years . The fair value of this swap is presented within accounts payable and accrued liabilities in our balance sheets, and we recognize any changes in the fair value as an adjustment of interest expense. If market interest rates increase above the 2.28% fixed rate under this interest rate swap we will benefit from net cash payments due to us from our counterparty to the interest rate swap. There were no transfers between levels during the six months ended June 30, 2015 and 2014 . For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk. Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of June 30, 2015 , 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 June 30, 2015 and December 31, 2014 , approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected in the balance sheets at June 30, 2015 and December 31, 2014 approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained. The fair values of fixed rate mortgages were estimated using the discounted estimated future cash payments to be made on such debt; the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value hierarchy). The combined carrying value of our fixed rate mortgages payable was approximately $182.3 million as of June 30, 2015 with a fair value of approximately $187.7 million . In determining the fair value, the Company estimated a weighted average market interest rate of approximately 3.53% , compared to the weighted average contractual interest rate of 5.10% . The combined carrying value of our fixed rate mortgages was approximately $153.4 million as of December 31, 2014 with a fair value of approximately $158.3 million . In determining the fair value as of December 31, 2014 , the Company estimated a weighted average market interest rate of approximately 3.59% , compared to the weighted average contractual interest rate of 5.11% . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Self Storage Property Acquisitions In July and August 2015, the Company acquired 12 self storage properties with an estimated fair value of approximately $94 million . Consideration for these acquisitions included approximately $78 million of net cash and the issuance of OP equity of approximately $8.0 million (consisting of approximately 660,000 OP Units). Of these acquisitions, one was acquired by us from a PRO and 11 were acquired by us from third-party sellers. Certain of these self storage properties were acquired in DownREIT partnerships. The estimated fair value of noncontrolling interests associated with these partnerships was $8.3 million . |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial statements have been included. |
Principles of Consolidation and Noncontrolling Interest | Noncontrolling Interests All of the limited partner equity interests in our 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 our operating partnership. In the consolidated statements of operations, we allocate 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 our 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 consolidated balance sheets. Principles of Consolidation The Company's financial statements include the accounts of our operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. |
Variable Interest Entity | When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which limited partners lack both substantive participating rights and the ability to dissolve or remove the Company without cause. |
Reclassifications | Reclassifications Certain amounts in the financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact our previously reported financial position or net income (loss). |
Allocation of Net Income (Loss) | Allocation of Net Income (Loss) The distribution rights and priorities set forth in our operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, we allocate GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which we allocate income or loss based on the change in each unitholders’ claim on the net assets of our operating partnership at period end after adjusting for any distributions or contributions made during such period. 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. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if our 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 our 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 attributable to National Storage Affiliates Trust during a period when the Company reports a consolidated net loss, or net income attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) We have 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 loss within equity, as discussed further in Note 11 . 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 our cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 is effective for the Company on January 1, 2018, with early application permitted for the Company on January 1, 2017. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which modifies the current consolidation guidance. The Company is required to adopt ASU 2015-02 for annual and interim financial statements issued for the year ending December 31, 2016. Upon adoption by the Company, ASU 2015-02 permits the use of either the modified retrospective or cumulative effect transition method. The Company is currently evaluating the impact of the provisions of ASU 2015-02 on its consolidation policies as well as the transition method to be used to implement ASU 2015-02. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest, which requires the presentation of debt issuance costs as a direct deduction from the carrying amount of the related debt liabilities. The Company does not expect ASU 2015-03 to have a material impact on the Company's results from operations, however, adoption will result in the elimination of debt issuance costs as an asset and a corresponding reduction in the carrying amount of the Company's debt financings applied retrospectively to all periods. The Company is required to adopt this ASU for annual and interim financial statements issued for the year ending December 31, 2016. Early adoption is permitted. |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Schedule of outstanding equity interests | As of June 30, 2015 and December 31, 2014 , noncontrolling interests consisted of the following: June 30, December 31, 2015 2014 OP units 20,705,654 18,817,088 Subordinated performance units 9,232,067 8,447,679 LTIP units 2,730,540 2,689,780 DownREIT units DownREIT OP units 1,415,349 1,275,979 DownREIT subordinated performance units 3,688,205 3,009,884 Total 37,771,815 34,240,410 |
SELF STORAGE PROPERTIES (Tables
SELF STORAGE PROPERTIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of self storage properties | Self storage properties are summarized as follows (dollars in thousands): June 30, December 31, 2015 2014 Land $ 268,814 $ 236,691 Buildings and improvements 701,930 600,284 Furniture and equipment 2,034 1,966 Total self storage properties 972,778 838,941 Less accumulated depreciation (52,509 ) (39,614 ) Self storage properties, net $ 920,269 $ 799,327 |
SELF STORAGE PROPERTY ACQUISI23
SELF STORAGE PROPERTY ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of business combinations | The following table summarizes, by calendar quarter, the consideration for the business combinations completed by the Company during the six months ended June 30, 2015 (dollars in thousands): Acquisitions Closed During the Three Months Ended: Summary of Consideration Number of Properties Value of OP Equity (1) Settlement of Note Receivable Liabilities Assumed (Assets Acquired) Cash Mortgages (3) Other Total March 31, 2015 6 $ 6,991 $ 8,954 $ 1,778 $ 16,442 $ 70 $ 34,235 (2) June 30, 2015 21 41,277 22,971 — 30,547 288 95,083 Total 27 $ 48,268 $ 31,925 $ 1,778 $ 46,989 $ 358 $ 129,318 (1) Value of OP equity represents the fair value of OP units and subordinated performance units. (2) Excludes the fair value of noncontrolling interests associated with self storage properties acquired in DownREIT partnerships which amounted to $6.8 million for the three months ended March 31, 2015. We estimate the portion of the fair value of the net assets owned by noncontrolling interests based on the fair value of the real estate and debt assumed. (3) Includes fair value of debt adjustment for assumed mortgages of approximately $2.0 million . |
Schedule of pro forma information | The following table summarizes on a pro forma basis the results of operations for the three and six months ended June 30, 2015 and 2014 (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended 2015 2014 2015 2014 Pro forma revenue: Historical results $ 31,650 $ 16,215 $ 59,941 $ 29,376 April-May 2015 Acquisitions (excluding those in historical results) 961 2,629 3,782 5,215 January 2015 Acquisitions (excluding those in historical results) — 1,226 86 2,443 Total $ 32,611 $ 20,070 $ 63,809 $ 37,034 Pro forma net income (loss): (1) Historical results $ 93 $ (6,158 ) $ (2,678 ) $ (8,961 ) April-May 2015 Acquisitions (excluding those in historical results) 1,404 (55 ) 2,292 (1,337 ) January 2015 Acquisitions (excluding those in historical results) 317 (152 ) 1,208 (991 ) Total $ 1,814 $ (6,365 ) $ 822 $ (11,289 ) Earnings (loss) per share - basic: As reported $ 0.22 $ — $ 0.44 $ — Pro forma $ 0.22 $ — $ 0.44 $ — Earnings (loss) per share - diluted: As reported $ — $ — $ — $ — Pro forma $ 0.03 $ — $ 0.03 $ — (1) Significant assumptions and adjustments in preparation of the pro forma information include the following: (i) for the cash portion of the purchase price, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 1.79% as of June 30, 2015 ; (ii) for assumed debt financing directly associated with the acquisition of specific self storage properties, interest was computed for the entirety of the periods presented using the effective interest rates under such financings; and (iii) for acquisition costs of $1.3 million incurred during the six months ended June 30, 2015 , pro forma adjustments give effect to these costs as if they were incurred on January 1, 2014. |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | Other assets consist of the following (dollars in thousands): June 30, December 31, 2015 2014 Customer in-place leases, net of accumulated amortization of $7,308 and $5,469, respectively $ 4,950 $ 7,700 Receivables: Trade, net 893 979 PROs and other affiliates 336 416 Note receivable from PRO — 1,778 Property acquisition deposits 170 770 Prepaid expenses and other 1,691 1,017 Corporate furniture and equipment, net 213 198 Deferred offering costs — 3,086 Total $ 8,253 $ 15,944 |
DEBT FINANCING (Tables)
DEBT FINANCING (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The Company's outstanding debt as of June 30, 2015 and December 31, 2014 is summarized as follows (dollars in thousands): Interest June 30, December 31, Rate (1) 2015 2014 Credit Facility: Revolving line of credit 1.79% $ 80,917 $ 166,217 Term loan 2.75% 144,558 144,558 Unsecured term loan — — 50,000 Fixed rate mortgages payable 3.93% 182,341 153,416 Variable rate mortgages payable — — 83,500 Total $ 407,816 $ 597,691 (1) Represents the effective interest rate as of June 30, 2015 . 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. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of elements used in calculating basic and diluted earnings per common share | The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2015 and 2014 , respectively (in thousands, except per share amounts): Three Months Ended Six Months Ended 2015 2014 2015 2014 Earnings (loss) per common share - basic and diluted Numerator Net income (loss) $ 93 $ (6,158 ) $ (2,678 ) $ (8,961 ) Net loss attributable to noncontrolling interests 3,371 6,158 6,142 8,961 Net income (loss) attributable to National Storage Affiliates Trust 3,464 — 3,464 — Distributed and undistributed earnings allocated to participating securities (3 ) — (3 ) — Net income (loss) attributable to common shareholders - basic 3,461 — 3,461 — Effect of assumed conversion of dilutive securities (3,371 ) — (3,371 ) — Net income (loss) attributable to common shareholders - diluted $ 90 $ — $ 90 $ — Denominator Weighted average shares outstanding - basic 15,517 1 7,802 1 Effect of dilutive securities: Weighted average OP units outstanding 20,208 — 10,104 — Weighted average DownREIT OP unit equivalents outstanding 1,415 — 708 — Weighted average LTIP units outstanding 1,247 — 624 — Subordinated performance units and DownREIT subordinated performance unit equivalents 14,178 — 7,089 — Weighted average shares outstanding - diluted 52,565 1 26,327 1 Earnings (loss) per share - basic $ 0.22 $ — $ 0.44 $ — Earnings (loss) per share - diluted $ — $ — $ — $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of interest rate swap derivatives fair value | Information regarding our 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): Interest Rate Swaps Designated as Cash Flow Hedges Non-hedge accounting Interest Rate Swaps Total Fair value at December 31, 2013 $ — $ 70 $ 70 Unrealized losses included in interest expense — (193 ) (193 ) Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss 281 — 281 Unrealized losses included in accumulated other comprehensive loss (1,252 ) — (1,252 ) Fair value at June 30, 2014 $ (971 ) $ (123 ) $ (1,094 ) Fair value at December 31, 2014 $ (865 ) $ (207 ) $ (1,072 ) Unrealized gains included in interest expense — 8 8 Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss 775 — 775 Unrealized losses included in accumulated other comprehensive loss (1,270 ) — (1,270 ) Fair value at June 30, 2015 $ (1,360 ) $ (199 ) $ (1,559 ) |
ORGANIZATION AND NATURE OF OP28
ORGANIZATION AND NATURE OF OPERATIONS (Details) $ / shares in Units, storage_unit in Thousands, $ in Thousands, ft² in Millions | May. 18, 2015USD ($)shares | Apr. 28, 2015$ / sharesshares | Jun. 30, 2015USD ($)ft²storage_unitregional_operatorstateproperty$ / sharesshares | Jun. 30, 2014USD ($) |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Net proceeds from issuance of common shares in IPO | $ | $ 278,070 | $ 0 | ||
Number of self storage properties owned | property | 246 | |||
Number of states that self storage properties are owned in | state | 16 | |||
Total rentable square feet in self storage properties | ft² | 13.6 | |||
Number of storage units owned | storage_unit | 107 | |||
Number of participating regional operators | regional_operator | 6 | |||
National Storage Affiliates Holdings LLC [Member] | National Storage Affiliates Trust [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Percentage of NSA owned by NSA Holdings prior to IPO | 100.00% | |||
National Storage Affiliates Holdings LLC [Member] | National Storage Affiliates Trust [Member] | Common Shares [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Shares owned by NSA Holdings (in shares) | 1,000 | |||
National Storage Affiliates Holdings LLC [Member] | NSA OP, LP [Member] | OP units [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Shares owned by NSA Holdings (in shares) | 126,400 | |||
Parent Company [Member] | OP units [Member] | NSA OP, LP [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Amount of OP units issued in exchange for common shares from initial public offering (in shares) | 23,000,000 | |||
Common Shares [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Shares offered during initial public offering | 23,000,000 | |||
Common Shares [Member] | IPO [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Shares offered during initial public offering | 20,000,000 | |||
Share price | $ / shares | $ 13 | |||
Common Shares [Member] | Over-Allotment Option [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Shares offered during initial public offering | 3,000,000 | |||
Net proceeds from issuance of common shares in IPO | $ | $ 278,100 | |||
Common Shares [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Common share par value (in dollars per share) | $ / shares | $ 0.01 |
NONCONTROLLING INTERESTS - Equi
NONCONTROLLING INTERESTS - Equity Interests (Details) - shares | Jun. 30, 2015 | Dec. 31, 2014 |
Partnership Subsidiaries [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 37,771,815 | 34,240,410 |
OP units [Member] | NSA OP, LP [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 20,705,654 | 18,817,088 |
OP units [Member] | DownREIT Partnership [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 1,415,349 | 1,275,979 |
Subordinated performance units [Member] | NSA OP, LP [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 9,232,067 | 8,447,679 |
Subordinated performance units [Member] | DownREIT Partnership [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 3,688,205 | 3,009,884 |
LTIP units [Member] | NSA OP, LP [Member] | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 2,730,540 | 2,689,780 |
SELF STORAGE PROPERTIES (Detail
SELF STORAGE PROPERTIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Land | $ 268,814 | $ 236,691 |
Buildings and improvements | 701,930 | 600,284 |
Furniture and equipment | 2,034 | 1,966 |
Total self storage properties | 972,778 | 838,941 |
Less accumulated depreciation | (52,509) | (39,614) |
Self storage properties, net | $ 920,269 | $ 799,327 |
SELF STORAGE PROPERTY ACQUISI31
SELF STORAGE PROPERTY ACQUISITIONS - Business Combination Consideration (Details) $ in Thousands | Jan. 01, 2015property | Jan. 31, 2015property | May. 31, 2015property | Jun. 30, 2015USD ($)property | Mar. 31, 2015USD ($)property | Jun. 30, 2015USD ($)property |
Business Combinations [Abstract] | ||||||
Number of self storage properties acquired | property | 5 | 6 | 21 | 21 | 6 | 27 |
Consideration given, cash | $ 41,277 | $ 6,991 | $ 48,268 | |||
Consideration given, value of OP Equity | 22,971 | 8,954 | 31,925 | |||
Consideration given, settlement of note receivable | 0 | 1,778 | 1,778 | |||
Liabilities assumed, mortgages | 30,547 | 16,442 | 46,989 | |||
Liabilities assumed, other | 288 | 70 | 358 | |||
Total consideration given and liabilities assumed | 95,083 | $ 34,235 | 129,318 | |||
Business combination, noncontrolling interest, fair value | 6,800 | 6,800 | ||||
Business combination, debt adjustment on assumed mortgages | $ 2,000 | $ 2,000 |
SELF STORAGE PROPERTY ACQUISI32
SELF STORAGE PROPERTY ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combination, Pro Forma Information [Line Items] | ||||
Pro forma revenue | $ 32,611 | $ 20,070 | $ 63,809 | $ 37,034 |
Pro forma net income (loss) | $ 1,814 | $ (6,365) | $ 822 | $ (11,289) |
Earnings (loss) per share (basic) (in dollars per share) | $ 0.22 | $ 0 | $ 0.44 | $ 0 |
Pro forma earnings (loss) per share (basic) (in dollars per share) | 0.22 | 0 | 0.44 | 0 |
Earnings (loss) per share (diluted) (in dollars per share) | 0 | 0 | 0 | 0 |
Pro forma earnings (loss) per share (diluted) (in dollars per share) | $ 0.03 | $ 0 | $ 0.03 | $ 0 |
Pro forma net income (loss) | $ 719 | $ 5,089 | $ 1,318 | $ 5,271 |
April - May 2015 Acquisitions [Member] | ||||
Business Combination, Pro Forma Information [Line Items] | ||||
Pro forma revenue | 961 | 2,629 | 3,782 | 5,215 |
Pro forma net income (loss) | 1,404 | (55) | 2,292 | (1,337) |
January 2015 Acquisitions [Member] | ||||
Business Combination, Pro Forma Information [Line Items] | ||||
Pro forma revenue | 0 | 1,226 | 86 | 2,443 |
Pro forma net income (loss) | 317 | (152) | 1,208 | (991) |
Consolidated Entities Excluding Acquirees [Member] | ||||
Business Combination, Pro Forma Information [Line Items] | ||||
Pro forma revenue | 31,650 | 16,215 | 59,941 | 29,376 |
Pro forma net income (loss) | $ 93 | $ (6,158) | $ (2,678) | $ (8,961) |
Credit Facility [Member] | Line of Credit [Member] | Revolving line of credit [Member] | ||||
Business Combination, Pro Forma Information [Line Items] | ||||
Effective interest rate | 1.79% | 1.79% |
SELF STORAGE PROPERTY ACQUISI33
SELF STORAGE PROPERTY ACQUISITIONS - Narrative (Details) $ in Thousands | Jan. 01, 2015property | Jan. 31, 2015property | May. 31, 2015property | Jun. 30, 2015USD ($)property | Mar. 31, 2015property | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||
Number of self storage properties acquired | property | 5 | 6 | 21 | 21 | 6 | 27 | ||
Estimated fair value of acquired self storage properties | $ 136,100 | $ 136,100 | ||||||
Recognized fair value of real estate acquired | 132,100 | 132,100 | ||||||
Pro forma revenue | 3,300 | 4,500 | ||||||
Pro forma operating income | 1,900 | 2,600 | ||||||
Acquisition costs | 719 | $ 5,089 | 1,318 | $ 5,271 | ||||
Leases, Acquired-in-Place [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Recognized fair value of identifiable intangible assets | $ 4,000 | $ 4,000 | ||||||
Property Subject to Operating Lease [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of self storage properties acquired | property | 3 | |||||||
Participating Regional Operator [Member] | Affiliated Entity [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of self storage properties acquired | property | 10 | |||||||
Unidentified Third Parties [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of self storage properties acquired | property | 17 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Customer in-place leases, net of accumulated amortization of $7,308 and $5,469, respectively | $ 4,950 | $ 7,700 |
Receivables: | ||
Trade, net | 893 | 979 |
PROs and other affiliates | 336 | 416 |
Note receivable from PRO | 0 | 1,778 |
Property acquisition deposits | 170 | 770 |
Prepaid expenses and other | 1,691 | 1,017 |
Corporate furniture and equipment, net | 213 | 198 |
Deferred offering costs | 0 | 3,086 |
Total | 8,253 | 15,944 |
Customer in-place leases, accumulated amortization | $ 7,308 | $ 5,469 |
DEBT FINANCING - Debt Summary (
DEBT FINANCING - Debt Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Debt financing | $ 407,816 | $ 597,691 |
Line of Credit [Member] | Credit Facility [Member] | Revolving line of credit [Member] | ||
Debt Instrument [Line Items] | ||
Debt financing | $ 80,917 | 166,217 |
Effective interest rate | 1.79% | |
Line of Credit [Member] | Credit Facility [Member] | Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt financing | $ 144,558 | 144,558 |
Effective interest rate | 2.75% | |
Loans Payable [Member] | Unsecured Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt financing | $ 0 | 50,000 |
Effective interest rate | 0.00% | |
Mortgages [Member] | Fixed Rate Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Debt financing | $ 182,341 | 153,416 |
Effective interest rate | 3.93% | |
Mortgages [Member] | Variable Rate Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Debt financing | $ 0 | $ 83,500 |
Effective interest rate | 0.00% |
DEBT FINANCING - Narrative (Det
DEBT FINANCING - Narrative (Details) - Subsequent Event Type [Domain] | Jan. 01, 2015property | Apr. 01, 2014USD ($)componentfinancial_institution | Jun. 03, 2015USD ($) | Jan. 31, 2015property | May. 31, 2015property | Jun. 30, 2015USD ($)property | Mar. 31, 2015USD ($)property | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt financing | $ 407,816,000 | $ 407,816,000 | $ 597,691,000 | |||||||
Number of self storage properties acquired | property | 5 | 6 | 21 | 21 | 6 | 27 | ||||
Liabilities assumed, mortgages | $ 30,547,000 | $ 16,442,000 | $ 46,989,000 | |||||||
Repayment of long term debt | 257,084,000 | $ 143,564,000 | ||||||||
Line of Credit [Member] | Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 425,000,000 | |||||||||
Number of financial institutions in lender agreement | financial_institution | 7 | |||||||||
Number of lender agreement components | component | 2 | |||||||||
Line of Credit [Member] | Credit Facility [Member] | Revolving line of credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 280,400,000 | 199,483,000 | $ 199,483,000 | |||||||
Borrowing base calculation, minimum occupancy rate of property | 75.00% | |||||||||
Extension fee, percent | 0.20% | |||||||||
Repayment of line of credit | $ 96,300,000 | |||||||||
Debt financing | $ 80,917,000 | $ 80,917,000 | 166,217,000 | |||||||
Effective interest rate | 1.79% | 1.79% | ||||||||
Line of Credit [Member] | Credit Facility [Member] | Revolving line of credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reduced borrowing rate | 1.60% | |||||||||
Line of Credit [Member] | Credit Facility [Member] | Revolving line of credit [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unused borrowing capacity, percent | 0.20% | |||||||||
Line of Credit [Member] | Credit Facility [Member] | Revolving line of credit [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unused borrowing capacity, percent | 0.30% | |||||||||
Line of Credit [Member] | Credit Facility [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 144,600,000 | |||||||||
Debt financing | $ 144,558,000 | $ 144,558,000 | 144,558,000 | |||||||
Effective interest rate | 2.75% | 2.75% | ||||||||
Line of Credit [Member] | Credit Facility [Member] | Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reduced borrowing rate | 1.50% | |||||||||
Loans Payable [Member] | Unsecured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of lenders | financial_institution | 3 | |||||||||
Debt financing | $ 0 | $ 0 | 50,000,000 | |||||||
Effective interest rate | 0.00% | 0.00% | ||||||||
Maturity date extension fee | $ 250,000 | |||||||||
Repayment of long term debt | 50,000,000 | |||||||||
Extinguishment of debt, write-off of debt issuance costs | 200,000 | |||||||||
Loans Payable [Member] | Unsecured Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Reduced borrowing rate | 5.00% | |||||||||
Mortgages [Member] | Fixed Rate Mortgages [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt financing | $ 182,341,000 | $ 182,341,000 | 153,416,000 | |||||||
Effective interest rate | 3.93% | 3.93% | ||||||||
Minimum effective interest rate | 2.20% | |||||||||
Maximum effective interest rate | 5.00% | |||||||||
Number of self storage properties acquired | property | 16 | |||||||||
Liabilities assumed, mortgages | $ 47,000,000 | |||||||||
Repayment of long term debt | 11,000,000 | |||||||||
Mortgages [Member] | Variable Rate Mortgages [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt financing | $ 0 | $ 0 | $ 83,500,000 | |||||||
Effective interest rate | 0.00% | 0.00% | ||||||||
Minimum effective interest rate | 2.43% | |||||||||
Maximum effective interest rate | 9.65% | |||||||||
Repayment of long term debt | $ 83,500,000 | |||||||||
Extinguishment of debt, write-off of debt issuance costs | 200,000 | |||||||||
Extinguishment of debt, prepayment penalty | $ 500,000 |
EARNINGS PER SHARE - Basic and
EARNINGS PER SHARE - Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 93 | $ (6,158) | $ (2,678) | $ (8,961) |
Net loss attributable to noncontrolling interests | 3,371 | 6,158 | 6,142 | 8,961 |
Net income (loss) attributable to National Storage Affiliates Trust | 3,464 | 0 | 3,464 | 0 |
Distributed and undistributed earnings allocated to participating securities | (3) | 0 | (3) | 0 |
Net income (loss) attributable to common shareholders - basic | 3,461 | 0 | 3,461 | 0 |
Effect of assumed conversion of dilutive securities | (3,371) | 0 | (3,371) | 0 |
Net income (loss) attributable to common shareholders - diluted | $ 90 | $ 0 | $ 90 | $ 0 |
Weighted average shares outstanding (basic) (in shares) | 15,517 | 1 | 7,802 | 1 |
Weighted average shares outstanding (diluted) (in shares) | 52,565 | 1 | 26,327 | 1 |
Earnings (loss) per share (basic) (in dollars per share) | $ 0.22 | $ 0 | $ 0.44 | $ 0 |
Earnings (loss) per share (diluted) (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
OP units [Member] | DownREIT Partnership [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 1,415 | 0 | 708 | 0 |
OP units [Member] | NSA OP, LP [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 20,208 | 0 | 10,104 | 0 |
LTIP units [Member] | NSA OP, LP [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 1,247 | 0 | 624 | 0 |
Subordinated performance units [Member] | NSA OP, LP And DownREIT Partnership [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive securities (in shares) | 14,178 | 0 | 7,089 | 0 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - Jun. 30, 2015 | shares | unit / sharesshares |
NSA OP, LP And DownREIT Partnership [Member] | Subordinated performance units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Minimum conversion period | 2 years | |
Unit conversion ratio | 1 | |
NSA OP, LP [Member] | LTIP units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding equity interests excluded from computation of earnings (in units) | shares | 398,817 | 398,817 |
NSA OP, LP [Member] | OP units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Minimum conversion period | 1 year | |
Unit conversion ratio | 1 | |
DownREIT Partnership [Member] | OP units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Minimum conversion period | 5 years | |
Unit conversion ratio | 1 | |
DownREIT Partnership [Member] | Subordinated performance units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Minimum conversion period | 5 years | |
Participating Regional Operator [Member] | Affiliated Entity [Member] | NSA OP, LP [Member] | LTIP units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding equity interests excluded from computation of earnings (in units) | shares | 522,900 | 522,900 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Business Acquisition, Acquiree [Domain] $ in Thousands | Apr. 01, 2015shares | Jan. 01, 2015property | Jan. 31, 2015property | May. 31, 2015property | Jun. 30, 2015USD ($)ft²property | Mar. 31, 2015USD ($)property | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)ft²property | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($)property | Jul. 01, 2014USD ($) |
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses | $ 4,187 | $ 1,796 | $ 7,800 | $ 3,134 | |||||||
Property operating expenses | 10,826 | 6,033 | 20,668 | 10,955 | |||||||
Note receivable from PRO | 0 | 0 | $ 1,778 | ||||||||
Loan receivable settled in self storage property acquisition | $ 0 | $ 1,778 | $ 1,778 | ||||||||
Number of self storage properties acquired | property | 5 | 6 | 21 | 21 | 6 | 27 | |||||
Participating Regional Operator [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Note receivable from PRO | $ 8,000 | ||||||||||
Loan receivable settled in self storage property acquisition | $ 6,200 | ||||||||||
Number of self storage properties acquired | property | 2 | 13 | |||||||||
Bridge loan agreement | $ 5,300 | $ 5,300 | |||||||||
Related party, weighted average fixed rate | 3.30% | 3.30% | |||||||||
Participating Regional Operator [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of self storage properties acquired | property | 10 | ||||||||||
Participating Regional Operator [Member] | Other assets, net [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Note receivable from PRO | $ 1,800 | ||||||||||
SecuCare Self Storage Inc. [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Affiliate | 3,200 | 3,200 | |||||||||
Supervisory and Administrative Fee Agreement [Member] | Participating Regional Operator [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses | $ 1,800 | 900 | $ 3,400 | 1,700 | |||||||
Supervisory and Administrative Fee Agreement [Member] | Participating Regional Operator [Member] | Minimum [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fee agreement on gross revenue, percent | 5.00% | ||||||||||
Supervisory and Administrative Fee Agreement [Member] | Participating Regional Operator [Member] | Maximum [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fee agreement on gross revenue, percent | 6.00% | ||||||||||
Payroll Services [Member] | Participating Regional Operator [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Property operating expenses | $ 3,200 | 1,600 | $ 6,100 | 3,100 | |||||||
Call Center Services [Member] | SecuCare Self Storage Inc. [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Property operating expenses | $ 100 | $ 200 | $ 200 | ||||||||
Area occupied by related party | ft² | 1,500 | 1,500 | |||||||||
Annual rent | $ 25 | ||||||||||
Call Center Services [Member] | SecuCare Self Storage Inc. [Member] | Call Center [Member] | Affiliated Entity [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of OP units and subordinated performance units for acquisition of call center | shares | 50,000 |
FAIR VALUE MEASUREMENTS - Inter
FAIR VALUE MEASUREMENTS - Interest Swap Derivatives (Details) - Interest Rate Swap [Member] - Level 2 [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | ||
Fair value at beginning of period | $ (1,072) | $ 70 |
Unrealized losses included in interest expense | 8 | (193) |
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss | 775 | 281 |
Unrealized losses included in accumulated other comprehensive loss | (1,270) | (1,252) |
Fair value of end of period | (1,559) | (1,094) |
Designated as Hedging Instrument [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | ||
Fair value at beginning of period | (865) | 0 |
Unrealized losses included in interest expense | 0 | 0 |
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss | 775 | 281 |
Unrealized losses included in accumulated other comprehensive loss | (1,270) | (1,252) |
Fair value of end of period | (1,360) | (971) |
Not Designated as Hedging Instrument [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | ||
Fair value at beginning of period | (207) | 70 |
Unrealized losses included in interest expense | 8 | (193) |
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss | 0 | 0 |
Unrealized losses included in accumulated other comprehensive loss | 0 | 0 |
Fair value of end of period | $ (199) | $ (123) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Unrealized losses forecasted to be included in earnings transferred from AOCI in the next twelve months | $ 1,300,000 | |
Reported Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed rate mortgages, fair value | 182,300,000 | $ 153,400,000 |
Level 2 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fixed rate mortgages, fair value | $ 187,700,000 | $ 158,300,000 |
Weighted average market interest rate | 3.53% | 3.59% |
Weighted average contractual interest rate | 5.10% | 5.11% |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 125,000,000 | $ 125,000,000 |
Weighted average remaining term | 2 years 9 months | |
Weighted average fixed rate | 1.42% | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 7,500,000 | $ 7,600,000 |
Weighted average remaining term | 6 years 7 months 18 days | |
Weighted average fixed rate | 2.28% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) shares in Thousands, $ in Thousands | Jan. 01, 2015property | Aug. 11, 2015USD ($)propertyshares | Jan. 31, 2015property | May. 31, 2015property | Jun. 30, 2015USD ($)property | Mar. 31, 2015USD ($)property | Jun. 30, 2015USD ($)property | Jun. 30, 2014USD ($) |
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 5 | 6 | 21 | 21 | 6 | 27 | ||
Aggregate purchase price | $ 95,083 | $ 34,235 | $ 129,318 | |||||
Consideration given, cash | 47,523 | $ 89,856 | ||||||
Consideration given, value of OP Equity | 22,971 | $ 8,954 | 31,925 | |||||
Business combination, noncontrolling interest, fair value | $ 6,800 | $ 6,800 | ||||||
Participating Regional Operator [Member] | Affiliated Entity [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 10 | |||||||
Unidentified Third Parties [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 17 | |||||||
Subsequent Event [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 12 | |||||||
Aggregate purchase price | $ 94,000 | |||||||
Consideration given, cash | 78,000 | |||||||
Consideration given, value of OP Equity | 8,000 | |||||||
Business combination, noncontrolling interest, fair value | $ 8,300 | |||||||
Subsequent Event [Member] | Series of Individually Immaterial Business Acquisitions [Member] | OP units [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Equity interest issued (in units) | shares | 660 | |||||||
Subsequent Event [Member] | Participating Regional Operator [Member] | Series of Individually Immaterial Business Acquisitions [Member] | Affiliated Entity [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 1 | |||||||
Subsequent Event [Member] | Unidentified Third Parties [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of self storage properties acquired | property | 11 |