COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37351 | |
Entity Registrant Name | National Storage Affiliates Trust | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-5053858 | |
Entity Address, Address Line One | 8400 East Prentice Avenue, 9th Floor | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | 720 | |
Local Phone Number | 630-2600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 89,237,894 | |
Entity Central Index Key | 0001618563 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Shares of Beneficial Interest, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Shares of Beneficial Interest, $0.01 par value per share | |
Trading Symbol | NSA | |
Security Exchange Name | NYSE | |
Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | |
Trading Symbol | NSA Pr A | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Real estate | ||
Self storage properties | $ 6,579,167 | $ 6,391,572 |
Less accumulated depreciation | (877,707) | (772,661) |
Self storage properties, net | 5,701,460 | 5,618,911 |
Cash and cash equivalents | 44,022 | 35,312 |
Restricted cash | 3,299 | 6,887 |
Debt issuance costs, net | 9,607 | 1,393 |
Investment in unconsolidated real estate ventures | 219,060 | 227,441 |
Other assets, net | 160,618 | 156,228 |
Operating lease right-of-use assets | 23,325 | 23,835 |
Total assets | 6,161,391 | 6,070,007 |
Liabilities | ||
Debt financing | 3,639,547 | 3,551,179 |
Accounts payable and accrued liabilities | 87,007 | 80,377 |
Interest rate swap liabilities | 0 | 483 |
Operating lease liabilities | 25,314 | 25,741 |
Deferred revenue | 25,122 | 23,213 |
Total liabilities | 3,776,990 | 3,680,993 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 88,649,794 and 89,842,145 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 886 | 898 |
Additional paid-in capital | 1,692,741 | 1,777,984 |
Distributions in excess of earnings | (445,813) | (396,650) |
Accumulated other comprehensive income | 36,906 | 40,530 |
Total shareholders' equity | 1,625,371 | 1,648,201 |
Noncontrolling interests | 759,030 | 740,813 |
Total equity | 2,384,401 | 2,389,014 |
Total liabilities and equity | 6,161,391 | 6,070,007 |
Series A Preferred Shares | ||
Equity | ||
Series A and B Preferred shares of beneficial interest, shares authorized, issued and outstanding at liquidation preference | 225,439 | $ 225,439 |
Series B Preferred Shares | ||
Equity | ||
Series A and B Preferred shares of beneficial interest, shares authorized, issued and outstanding at liquidation preference | $ 115,212 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common shares of beneficial interest, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, authorized (in shares) | 250,000,000 | 250,000,000 |
Common shares of beneficial interest, outstanding (in shares) | 88,649,794 | 89,842,145 |
Common shares of beneficial interest, issued (in shares) | 88,649,794 | 89,842,145 |
Series A Preferred Shares | ||
Preferred units stated value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred shares of beneficial interest, outstanding (in shares) | 9,017,588 | 9,017,588 |
Preferred shares of beneficial interest, issued (in shares) | 9,017,588 | 9,017,588 |
Series B Preferred Shares | ||
Preferred units stated value (in dollars per share) | $ 0.01 | |
Preferred shares of beneficial interest, authorized (in shares) | 7,000,000 | |
Preferred shares of beneficial interest, outstanding (in shares) | 5,668,128 | |
Preferred shares of beneficial interest, issued (in shares) | 5,668,128 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
REVENUE | ||||
Rental revenue | $ 199,311 | $ 184,636 | $ 393,440 | $ 359,105 |
Total revenue | 215,511 | 198,890 | 423,504 | 386,074 |
OPERATING EXPENSES | ||||
Property operating expenses | 57,094 | 53,188 | 113,577 | 102,546 |
General and administrative expenses | 14,404 | 14,702 | 29,225 | 28,668 |
Depreciation and amortization | 56,705 | 57,891 | 112,163 | 115,963 |
Other | 3,220 | 525 | 4,393 | 995 |
Total operating expenses | 131,423 | 126,306 | 259,358 | 248,172 |
OTHER (EXPENSE) INCOME | ||||
Interest expense | (39,693) | (24,448) | (77,641) | (47,095) |
Loss on early extinguishment of debt | 0 | 0 | (758) | 0 |
Equity in earnings of unconsolidated real estate ventures | 1,861 | 1,962 | 3,539 | 3,456 |
Acquisition costs | (239) | (682) | (1,083) | (1,235) |
Non-operating income (expense) | 196 | (261) | (402) | (373) |
Gain on sale of self storage properties | 0 | 0 | 0 | 2,134 |
Other expense | (37,875) | (23,429) | (76,345) | (43,113) |
Income before income taxes | 46,213 | 49,155 | 87,801 | 94,789 |
Income tax expense | (737) | (730) | (1,933) | (1,578) |
Net income | 45,476 | 48,425 | 85,868 | 93,211 |
Net income attributable to noncontrolling interests | (16,028) | (23,387) | (27,461) | (42,945) |
Net income attributable to National Storage Affiliates Trust | 29,448 | 25,038 | 58,407 | 50,266 |
Distributions to preferred shareholders | (5,119) | (3,382) | (8,799) | (6,661) |
Net income attributable to common shareholders | $ 24,329 | $ 21,656 | $ 49,608 | $ 43,605 |
Earnings (loss) per common share - basic and diluted | ||||
Earnings (loss) per share - basic (in dollars per share) | $ 0.28 | $ 0.24 | $ 0.56 | $ 0.48 |
Earnings (loss) per share - diluted (in dollars per share) | $ 0.28 | $ 0.24 | $ 0.56 | $ 0.48 |
Weighted average shares outstanding - basic (in shares) | 88,312 | 91,541 | 88,902 | 91,433 |
Weighted average shares outstanding - diluted (in shares) | 88,312 | 91,541 | 88,902 | 91,433 |
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.55 | $ 1.11 | $ 1.05 |
Other property-related revenue | ||||
REVENUE | ||||
Revenue | $ 7,613 | $ 6,341 | $ 14,420 | $ 12,507 |
Management fees and other revenue | ||||
REVENUE | ||||
Revenue | $ 8,587 | $ 7,913 | $ 15,644 | $ 14,462 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 45,476 | $ 48,425 | $ 85,868 | $ 93,211 |
Other comprehensive income (loss) | ||||
Unrealized gain on derivative contracts | 28,226 | 14,556 | 15,273 | 53,164 |
Realized loss on derivative contracts | (1,643) | 0 | (1,643) | 0 |
Reclassification of other comprehensive (income) loss to interest expense | (9,460) | 3,286 | (17,221) | 8,260 |
Other comprehensive income (loss) | 17,123 | 17,842 | (3,591) | 61,424 |
Comprehensive income | 62,599 | 66,267 | 82,277 | 154,635 |
Comprehensive income attributable to noncontrolling interests | (21,493) | (28,608) | (26,374) | (60,949) |
Comprehensive income attributable to National Storage Affiliates Trust | $ 41,106 | $ 37,659 | $ 55,903 | $ 93,686 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | OP Units And Subordinated Performance Units, Net Of Offering Costs | Preferred Shares | Common Shares | Additional Paid-in Capital | Distributions In Excess Of Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | Noncontrolling Interests OP Units, Subordinated Performance Units, And Series A-1 Preferred Units | Noncontrolling Interests Series A-1 preferred units | Noncontrolling Interests OP Units And Subordinated Performance Units, Net Of Offering Costs |
Beginning balances, preferred stock (in shares) at Dec. 31, 2021 | 8,736,719 | ||||||||||
Beginning balances at Dec. 31, 2021 | $ 2,482,455 | $ 218,418 | $ 912 | $ 1,866,773 | $ (291,263) | $ (19,611) | $ 707,226 | ||||
Beginning balances, common stock (in shares) at Dec. 31, 2021 | 91,198,929 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Internalization of PRO, net of offering costs | 3,217 | 3,217 | |||||||||
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs | 16,576 | $ 16,576 | |||||||||
Redemption of Series A-1 preferred units (in shares) | 8,216 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 205 | (205) | ||||||||
Redemptions of OP units (in shares) | 258,477 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 3 | 4,601 | (44) | (4,560) | ||||||
Effect of changes in ownership for consolidated entities | 0 | (40,627) | 590 | 40,037 | |||||||
Equity-based compensation expense | 1,544 | 103 | 1,441 | ||||||||
Issuance of restricted common shares (in shares) | 7,913 | ||||||||||
Issuance of restricted common shares | 0 | ||||||||||
Vesting and forfeitures of restricted common shares, net (in shares) | (3,599) | ||||||||||
Vesting and forfeitures of restricted common shares, net | (118) | (118) | |||||||||
Preferred share dividends | (3,279) | (3,279) | |||||||||
Common share dividends | (45,710) | (45,710) | |||||||||
Distributions to noncontrolling interests | (33,009) | (33,009) | |||||||||
Other comprehensive income (loss) | 43,582 | 30,799 | 12,783 | ||||||||
Net income | 44,786 | 25,228 | 19,558 | ||||||||
Ending balances, preferred stock (in shares) at Mar. 31, 2022 | 8,744,935 | ||||||||||
Ending balances at Mar. 31, 2022 | 2,510,044 | $ 218,623 | $ 915 | 1,830,732 | (315,024) | 11,734 | 763,064 | ||||
Ending balances, common stock (in shares) at Mar. 31, 2022 | 91,461,720 | ||||||||||
Beginning balances, preferred stock (in shares) at Dec. 31, 2021 | 8,736,719 | ||||||||||
Beginning balances at Dec. 31, 2021 | 2,482,455 | $ 218,418 | $ 912 | 1,866,773 | (291,263) | (19,611) | 707,226 | ||||
Beginning balances, common stock (in shares) at Dec. 31, 2021 | 91,198,929 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Other comprehensive income (loss) | 61,424 | ||||||||||
Net income | 93,211 | ||||||||||
Ending balances, preferred stock (in shares) at Jun. 30, 2022 | 9,017,588 | ||||||||||
Ending balances at Jun. 30, 2022 | 2,501,313 | $ 225,439 | $ 918 | 1,841,880 | (343,834) | 24,372 | 752,538 | ||||
Ending balances, common stock (in shares) at Jun. 30, 2022 | 91,755,672 | ||||||||||
Beginning balances, preferred stock (in shares) at Mar. 31, 2022 | 8,744,935 | ||||||||||
Beginning balances at Mar. 31, 2022 | 2,510,044 | $ 218,623 | $ 915 | 1,830,732 | (315,024) | 11,734 | 763,064 | ||||
Beginning balances, common stock (in shares) at Mar. 31, 2022 | 91,461,720 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs | $ 13,938 | $ 13,938 | |||||||||
Redemption of Series A-1 preferred units (in shares) | 272,653 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 6,816 | (6,816) | ||||||||
Redemptions of OP units (in shares) | 294,573 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 3 | 5,140 | 59 | (5,202) | ||||||
Effect of changes in ownership for consolidated entities | 0 | 5,924 | (47) | (5,877) | |||||||
Equity-based compensation expense | 1,580 | 127 | 1,453 | ||||||||
Issuance of restricted common shares (in shares) | 630 | ||||||||||
Vesting and forfeitures of restricted common shares, net (in shares) | (1,251) | ||||||||||
Vesting and forfeitures of restricted common shares, net | (43) | (43) | |||||||||
Preferred share dividends | (3,382) | (3,382) | |||||||||
Common share dividends | (50,466) | (50,466) | |||||||||
Distributions to noncontrolling interests | (36,625) | (36,625) | |||||||||
Other comprehensive income (loss) | 17,842 | 12,626 | 5,216 | ||||||||
Net income | 48,425 | 25,038 | 23,387 | ||||||||
Ending balances, preferred stock (in shares) at Jun. 30, 2022 | 9,017,588 | ||||||||||
Ending balances at Jun. 30, 2022 | 2,501,313 | $ 225,439 | $ 918 | 1,841,880 | (343,834) | 24,372 | 752,538 | ||||
Ending balances, common stock (in shares) at Jun. 30, 2022 | 91,755,672 | ||||||||||
Beginning balances, preferred stock (in shares) at Dec. 31, 2022 | 9,017,588 | ||||||||||
Beginning balances at Dec. 31, 2022 | $ 2,389,014 | $ 225,439 | $ 898 | 1,777,984 | (396,650) | 40,530 | 740,813 | ||||
Beginning balances, common stock (in shares) at Dec. 31, 2022 | 89,842,145 | 89,842,145 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs (in shares) | 5,668,128 | ||||||||||
Issuance of preferred shares | $ 113,274 | $ 115,212 | (1,938) | ||||||||
Internalization of PRO, net of offering costs | 37,257 | 37,257 | |||||||||
OP units, subordinated performance units and Series A-1 preferred units, net of offering costs | 750 | $ 750 | |||||||||
Redemptions of OP units (in shares) | 67,431 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 1 | 1,093 | 30 | (1,124) | ||||||
Repurchase of common shares (in shares) | (1,622,874) | ||||||||||
Repurchase of common shares | (69,311) | $ (16) | (69,295) | ||||||||
Effect of changes in ownership for consolidated entities | 0 | (18,720) | (1,245) | 19,965 | |||||||
Equity-based compensation expense | 1,649 | 101 | 1,548 | ||||||||
Issuance of restricted common shares (in shares) | 12,417 | ||||||||||
Issuance of restricted common shares | 0 | 0 | |||||||||
Vesting and forfeitures of restricted common shares, net (in shares) | (2,977) | ||||||||||
Vesting and forfeitures of restricted common shares, net | (89) | (89) | |||||||||
Preferred share dividends | (3,962) | (3,962) | |||||||||
Common share dividends | (48,755) | (48,755) | |||||||||
Distributions to noncontrolling interests | (34,431) | (34,431) | |||||||||
Other comprehensive income (loss) | (20,714) | (14,162) | (6,552) | ||||||||
Net income | 40,392 | 28,959 | 11,433 | ||||||||
Ending balances, preferred stock (in shares) at Mar. 31, 2023 | 14,685,716 | ||||||||||
Ending balances at Mar. 31, 2023 | 2,405,074 | $ 340,651 | $ 883 | 1,689,136 | (420,408) | 25,153 | 769,659 | ||||
Ending balances, common stock (in shares) at Mar. 31, 2023 | 88,296,142 | ||||||||||
Beginning balances, preferred stock (in shares) at Dec. 31, 2022 | 9,017,588 | ||||||||||
Beginning balances at Dec. 31, 2022 | $ 2,389,014 | $ 225,439 | $ 898 | 1,777,984 | (396,650) | 40,530 | 740,813 | ||||
Beginning balances, common stock (in shares) at Dec. 31, 2022 | 89,842,145 | 89,842,145 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Repurchase of common shares (in shares) | (1,622,874,000) | ||||||||||
Other comprehensive income (loss) | $ (3,591) | ||||||||||
Net income | 85,868 | ||||||||||
Ending balances, preferred stock (in shares) at Jun. 30, 2023 | 14,685,716 | ||||||||||
Ending balances at Jun. 30, 2023 | $ 2,384,401 | $ 340,651 | $ 886 | 1,692,741 | (445,813) | 36,906 | 759,030 | ||||
Ending balances, common stock (in shares) at Jun. 30, 2023 | 88,649,794 | 88,649,794 | |||||||||
Beginning balances, preferred stock (in shares) at Mar. 31, 2023 | 14,685,716 | ||||||||||
Beginning balances at Mar. 31, 2023 | $ 2,405,074 | $ 340,651 | $ 883 | 1,689,136 | (420,408) | 25,153 | 769,659 | ||||
Beginning balances, common stock (in shares) at Mar. 31, 2023 | 88,296,142 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Internalization of PRO, net of offering costs | 5,577 | 5,577 | |||||||||
Redemptions of OP units (in shares) | 354,936 | ||||||||||
Redemptions of Series A-1 preferred units | 0 | $ 3 | 5,530 | 113 | (5,646) | ||||||
Effect of changes in ownership for consolidated entities | 0 | (1,833) | (18) | 1,851 | |||||||
Equity-based compensation expense | 1,677 | 125 | 1,552 | ||||||||
Issuance of restricted common shares (in shares) | 439 | ||||||||||
Issuance of restricted common shares | 0 | 0 | |||||||||
Vesting and forfeitures of restricted common shares, net (in shares) | (1,723) | ||||||||||
Vesting and forfeitures of restricted common shares, net | (217) | (217) | |||||||||
Preferred share dividends | (5,402) | (5,402) | |||||||||
Common share dividends | (49,451) | (49,451) | |||||||||
Distributions to noncontrolling interests | (35,456) | (35,456) | |||||||||
Other comprehensive income (loss) | 17,123 | 11,658 | 5,465 | ||||||||
Net income | 45,476 | 29,448 | 16,028 | ||||||||
Ending balances, preferred stock (in shares) at Jun. 30, 2023 | 14,685,716 | ||||||||||
Ending balances at Jun. 30, 2023 | $ 2,384,401 | $ 340,651 | $ 886 | $ 1,692,741 | $ (445,813) | $ 36,906 | $ 759,030 | ||||
Ending balances, common stock (in shares) at Jun. 30, 2023 | 88,649,794 | 88,649,794 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net income | $ 85,868 | $ 93,211 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 112,163 | 115,963 |
Amortization of debt issuance costs | 3,235 | 2,116 |
Amortization of debt discount and premium, net | (292) | (346) |
Other | 969 | 0 |
Gain on sale of self storage properties | 0 | (2,134) |
Equity-based compensation expense | 3,326 | 3,124 |
Equity in earnings of unconsolidated real estate ventures | (3,539) | (3,456) |
Distributions from unconsolidated real estate ventures | 11,921 | 10,905 |
Change in assets and liabilities, net of effects of self storage property acquisitions: | ||
Other assets | (2,729) | (282) |
Accounts payable and accrued liabilities | 5,979 | 7,133 |
Deferred revenue | 1,284 | 809 |
Net Cash Provided by Operating Activities | 218,185 | 227,043 |
INVESTING ACTIVITIES | ||
Acquisition of self-storage properties | (18,087) | (174,951) |
Capital expenditures | (17,933) | (20,333) |
Investment in unconsolidated real estate venture | 0 | (53,335) |
Deposits and advances for self storage properties and other acquisitions | 0 | (1,925) |
Expenditures for corporate furniture, equipment and other | (678) | (548) |
Acquisition of management company assets and interest in reinsurance company from PRO retirement | (16,924) | 0 |
Proceeds from sale of self storage properties | 0 | 6,166 |
Net Cash Used In Investing Activities | (53,622) | (244,926) |
FINANCING ACTIVITIES | ||
Borrowings under debt financings | 449,000 | 864,000 |
Repurchase of common shares | (69,311) | 0 |
Principal payments under debt financings | (359,496) | (661,163) |
Payment of dividends to common shareholders | (98,206) | (96,176) |
Payment of dividends to preferred shareholders | (9,364) | (6,661) |
Distributions to noncontrolling interests | (69,969) | (69,841) |
Debt issuance costs | (2,095) | (3,763) |
Equity offering costs | 0 | (772) |
Net Cash (Used In) Provided By Financing Activities | (159,441) | 25,624 |
Increase in Cash, Cash Equivalents and Restricted Cash | 5,122 | 7,741 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 42,199 | 27,875 |
End of period | 47,321 | 35,616 |
Supplemental Cash Flow and Noncash Information | ||
Cash paid for interest | 64,536 | 44,102 |
Issuance of OP Units and subordinated performance units | 42,834 | 33,731 |
Issuance of Series B preferred shares | 113,274 | 0 |
Deposits on acquisitions applied to purchase price | 0 | 800 |
Other net liabilities assumed | $ 119 | $ 973 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | ORGANIZATION AND NATURE OF OPERATIONS National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes that it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT") commencing with its taxable year ended December 31, 2015. Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top 100 metropolitan statistical areas throughout the United States. Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership, the Company's operating partnership is authorized to issue preferred units, Class A Units ("OP units"), different series of Class B Units ("subordinated performance units"), and Long-Term Incentive Plan Units ("LTIP units"). The Company also owns certain of its self storage properties through other consolidated limited partnership subsidiaries of its operating partnership, which the Company refers to as "DownREIT partnerships." The DownREIT partnerships issue equity ownership interests that are intended to be economically equivalent to the Company's OP units ("DownREIT OP units") and subordinated performance units ("DownREIT subordinated performance units"). The Company owned 932 consolidated self storage properties in 39 states and Puerto Rico with approximately 59.4 million rentable square feet in approximately 462,000 storage units as of June 30, 2023. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). As of June 30, 2023, the Company directly managed 603 of these self storage properties through its corporate brands of iStorage, SecurCare, Northwest and Move It, and the PROs managed the remaining 329 self storage properties. These PROs are Optivest Properties LLC and its controlled affiliates ("Optivest"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Arizona Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In Self Storage of York, Pennsylvania ("Moove In") and Blue Sky Self Storage, LLC, a strategic partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky"). Effective January 1, 2023, one of our PROs, Move It Self Storage and its controlled affiliates ("Move It"), retired as one of the Company's PROs. As a result of the retirement, on January 1, 2023, management of our 72 properties in the Move It managed portfolio was transferred to us and the Move It brand name and related intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative fees or reimbursements to Move It. In addition, on January 1, 2023, we issued a notice of non-voluntary conversion to convert all of the subordinated performance units related to Move It's managed portfolio into OP units. As part of the internalization, a majority of Move It's employees were offered and provided employment by us and will continue managing Move It's portfolio of properties as members of our existing property management platform. See Note 3 and Note 6 for additional information related to the Move It retirement and internalization. As of June 30, 2023, the Company also managed through its property management platform an additional portfolio of 185 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 13.5 million rentable square feet, configured in approximately 111,000 storage units and located across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures. As of June 30, 2023, in total, the Company operated and held ownership interests in 1,117 self storage properties located across 42 states and Puerto Rico with approximately 72.8 million rentable square feet in approximately 573,000 storage units. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly and year to date periods are not necessarily indicative of the results to be expected for the full year or any other future period. Principles of Consolidation The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership. As of June 30, 2023, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 22 partnerships that are considered VIEs, which owned 48 self storage properties. The net book value of the real estate owned by these VIEs was $409.0 million and $412.9 million as of June 30, 2023 and December 31, 2022, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $188.7 million and $188.7 million as of June 30, 2023 and December 31, 2022, respectively. The creditors of the consolidated VIEs do not have recourse to the Company's general credit. Revenue Recognition Rental revenue Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. Other property-related revenue Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees, sales of storage supplies and truck rentals which are recognized in the period earned. The Company and certain of the Company’s PROs have tenant insurance and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended June 30, 2023 and 2022, the Company recognized $6.1 million and $4.9 million, respectively, of tenant insurance and tenant warranty protection plan revenues and during the six months ended June 30, 2023 and 2022, the Company recognized $11.6 million and $9.8 million, respectively, of tenant insurance and tenant warranty protection plan revenues. The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended June 30, 2023 and 2022, the Company recognized retail sales of $0.7 million and $0.7 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized retail sales of $1.3 million and $1.3 million, respectively. Management fees and other revenue Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, amounts related to the facilitation of tenant warranty protection or tenant insurance programs for certain stores in the Company's consolidated portfolio and unconsolidated real estate ventures, access fees associated with tenant insurance-related arrangements, and profit distributions from the Company's interest in a reinsurance company. With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each is defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $4.2 million and $4.1 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $8.4 million and $7.9 million, respectively. The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $0.9 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $1.1 million, respectively. The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended June 30, 2023 and 2022, the Company recognized $4.3 million and $2.8 million, respectively, of revenue related to these activities and during the six months ended June 30, 2023 and 2022, the Company recognized $7.1 million and $5.2 million, respectively, of revenue related to these activities. Gain on sale of self storage properties The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser. Investments in Unconsolidated Real Estate Ventures The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows. Noncontrolling Interests All of the limited partner equity interests ("OP equity") in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust. For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets. Allocation of Net Income (Loss) The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. Other Comprehensive Income (Loss) The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss). Cash and Cash Equivalents The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. The Company has never experienced a loss that resulted from exceeding federally insured limits. Restricted Cash The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code, for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements. Use of Estimates |
SHAREHOLDERS' EQUITY AND NONCON
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS | SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS Shareholders' Equity At the Market ("ATM") Program On February 27, 2019, the Company entered into a sales agreement with certain sales agents, pursuant to which the Company may sell from time to time up to an aggregate of $250.0 million of common shares of beneficial interest, $0.01 par value per share of the Company ("common shares") and 6.000% Series A cumulative redeemable Preferred Shares of beneficial interest ("Series A Preferred Shares") in sales deemed to be "at the market" offerings (the "sales agreement"). On May 19, 2021, the Company entered into an amendment to the sales agreement with certain sales agents, whereby the Company increased the aggregate gross sale price under the program to $400.0 million, which included $31.0 million of the remaining available offered shares. The sales agreement contemplates that, in addition to the issuance and sale by the Company of offered shares to or through the sale agents, the Company may enter into separate forward sale agreements with any forward purchaser. Forward sale agreements, if any, will include only the Company's common shares and will not include any Series A Preferred Shares. If the Company enters into a forward sale agreement with any forward purchaser, such forward purchaser will attempt to borrow from third parties and sell, through the related agent, acting as sales agent for such forward purchaser (each, a "forward seller"), offered shares, in an amount equal to the offered shares subject to such forward sale agreement, to hedge such forward purchaser’s exposure under such forward sale agreement. The Company may offer the common shares and Series A Preferred Shares through the agents, as the Company's sales agents, or, as applicable, as forward seller, or directly to the agents or forward sellers, acting as principals, by means of, among others, ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices. During the six months ended June 30, 2023, the Company did not sell any shares through the ATM program. As of June 30, 2023, the Company had $169.1 million of capacity remaining under its ATM Program. Common Share Repurchase Program On July 11, 2022, the Company approved a share repurchase program authorizing, but not obligating, the repurchase of up to $400.0 million of the Company's common shares of beneficial interest from time to time. The timing, manner, price and amount of any repurchase transactions will be determined by the Company in its discretion and will be subject to share price, availability, trading volume and general market conditions. During the six months ended June 30, 2023 the Company repurchased 1,622,874 common shares for approximately $69.3 million. Series B Preferred Shares On March 15, 2023, the Company classified 7,000,000 of the Company's authorized but unissued preferred shares of beneficial interest as 6.000% Series B Cumulative Redeemable Preferred Shares ("Series B Preferred Shares"). The Series B Preferred Shares rank senior to the Company’s common shares of beneficial interest, and on parity with the Company’s 6.000% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series A Preferred Shares”) and any future equity shares that the Company may later authorize or issue and that by their terms are on parity with the Series B Preferred Shares, and junior to any other class of the Company’s shares expressly designated as ranking senior to the Series B Preferred Shares. The Series B Preferred Shares have a per share liquidation preference of $25.00 per share and receive distributions at an annual rate of 6.000%. These distributions are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on June 30, 2023. The first dividend was a pro rata dividend from and including March 16, 2023, to and including June 30, 2023. Generally, Series B Preferred Shares are not redeemable by the Company prior to September 15, 2043. On March 16, 2023, the Company issued 5,668,128 Series B Preferred Shares for approximately $139.6 million, to shareholders of an affiliate of Personal Mini, in connection with the acquisition of a portfolio of 15 properties. As part of the acquisition transaction, the Company recorded a $26.1 million promissory note receivable from an affiliate of Personal Mini. Proceeds from the promissory note were used by the affiliate of Personal Mini to acquire $26.1 million of subordinated performance units. The promissory note bears interest at a rate equivalent to the dividends paid on 1,059,683 of the Series B Preferred Shares. As a result of these agreements, in accordance with GAAP, the $26.1 million promissory note receivable, interest income on the note receivable, $26.1 million of Series B Preferred Shares value, and dividends on such Series B Preferred Shares have been offset in the accompanying consolidated balance sheets, statements of operations, and statements of changes in equity, resulting in a net amount presented as proceeds from the issuance of Series B Preferred Shares of $113.3 million. Noncontrolling Interests All of the OP equity in the Company's operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership and is authorized to cause its operating partnership to issue additional partner interests, including OP units and subordinated performance units, at such prices and on such other terms as it determines in its sole discretion. As of June 30, 2023 and December 31, 2022, units reflecting noncontrolling interests consisted of the following: June 30, 2023 December 31, 2022 Series A-1 preferred units 745,649 712,208 OP units 38,470,275 35,737,281 Subordinated performance units 7,686,387 8,154,524 LTIP units 814,826 728,890 DownREIT units DownREIT OP units 2,120,491 1,924,918 DownREIT subordinated performance units 4,133,474 4,337,111 Total 53,971,102 51,594,932 Series A-1 Preferred Units The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to OP units and subordinated performance units in the Company's operating partnership with respect to distributions and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Series A Preferred Shares or the issuance of Series A Preferred Shares on a one-for-one basis, subject to adjustments. The Series A Preferred Shares are redeemable by the Company for a cash redemption price of $25.00 per share, plus accrued but unpaid dividends beginning in October 2022. The increase in Series A-1 preferred units outstanding from December 31, 2022 to June 30, 2023 was due to the issuance of 33,441 Series A-1 preferred units in connection with the termination of a lease and the contribution of the development rights for vacant land owned by the Company at one of the Company’s self storage facilities. OP Units and DownREIT OP units OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for the Company's common shares on a one-for-one basis, and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. The holders of OP units are generally not entitled to elect redemption until one year after the issuance of the OP units. The holders of DownREIT OP units are generally not entitled to elect redemption until five years after the date of the contributor's initial contribution. The increase in OP units outstanding from December 31, 2022 to June 30, 2023 was due to (i) 2,545,063 OP units issued upon the non-voluntary conversion of 926,623 subordinated performance units (as discussed further below) in connection with Move It's retirement, (ii) 481,811 OP units issued upon the voluntary conversion of 397,000 subordinated performance units, (iii) the conversion of 128,487 LTIP units into an equivalent number of OP units, partially offset by the redemption of 422,367 OP units for an equal number of common shares. The increase in DownREIT OP units outstanding from December 31, 2022 to June 30, 2023 was due to 195,573 DownREIT OP units issued upon the voluntary conversion of 203,637 DownREIT subordinated performance units. Subordinated Performance Units and DownREIT Subordinated Performance Units Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT subordinated performance units are generally not entitled to elect redemption until at least five years after the date of the contributor's initial contribution. Following such lock-out period, a holder of subordinated performance units in the Company's operating partnership may elect a voluntary conversion one time each year on or prior to December 1st to convert a pre-determined portion of such subordinated performance units into OP units in the Company's operating partnership, with such conversion effective January 1st of the following year, with each subordinated performance unit being converted into the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated performance units and OP units is determined by the Company based generally upon the application of the provisions of the LP Agreement applicable to the distributions of operating cash flow and capital transactions proceeds. The decrease in subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the conversion of 926,623 subordinated performance units into 2,545,063 OP units in connection with the retirement of Move It, and the voluntary conversion of 397,000 subordinated performance units into 481,811 OP units, partially offset by the issuance of 855,486 subordinated performance units for co-investment by the Company's PROs in connection with the acquisition of self storage properties. The decrease in DownREIT subordinated performance units outstanding from December 31, 2022 to June 30, 2023 was due to the voluntary conversion of 203,637 DownREIT subordinated performance units into 195,573 DownREIT OP units. LTIP Units LTIP units are a special class of partnership interest in the Company's operating partnership that allow the holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. The increase in LTIP units outstanding from December 31, 2022 to June 30, 2023 was due to issuance of 214,423 compensatory LTIP units to employees, net of forfeitures, partially offset by the conversion of 128,487 LTIP units into an equivalent number of OP units. |
SELF STORAGE PROPERTIES
SELF STORAGE PROPERTIES | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
SELF STORAGE PROPERTIES | SELF STORAGE PROPERTIES Self storage properties are summarized as follows (dollars in thousands): June 30, 2023 December 31, 2022 Land $ 1,147,189 $ 1,111,326 Buildings and improvements 5,420,665 5,269,383 Furniture and equipment 11,313 10,863 Total self storage properties 6,579,167 6,391,572 Less accumulated depreciation (877,707) (772,661) Self storage properties, net $ 5,701,460 $ 5,618,911 Depreciation expense related to self storage properties amounted to $53.1 million and $47.8 million during the three months ended June 30, 2023 and 2022, respectively and $105.2 million and $94.5 million during the six months ended June 30, 2023 and 2022, respectively. |
INVESTMENT IN UNCONSOLIDATED RE
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES 2018 Joint Venture As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2018 with an affiliate of Heitman America Real Estate REIT LLC (the "2018 Joint Venture"), owned and operated a portfolio of 104 self storage properties containing approximately 7.8 million rentable square feet, configured in approximately 64,000 storage units and located across 17 states. 2016 Joint Venture As of June 30, 2023, the Company's unconsolidated real estate venture, formed in September 2016 with a state pension fund advised by Heitman Capital Management LLC (the "2016 Joint Venture"), owned and operated a portfolio of 81 properties containing approximately 5.6 million rentable square feet, configured in approximately 47,000 storage units and located across 13 states. The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 ASSETS Self storage properties, net $ 1,860,305 $ 1,891,203 Other assets 38,464 36,873 Total assets $ 1,898,769 $ 1,928,076 LIABILITIES AND EQUITY Debt financing $ 1,002,762 $ 1,002,301 Other liabilities 27,697 23,808 Equity 868,310 901,967 Total liabilities and equity $ 1,898,769 $ 1,928,076 The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Total revenue $ 53,685 $ 53,601 Property operating expenses 15,113 14,335 Net operating income 38,572 39,266 Supervisory, administrative and other expenses (3,561) (3,540) Depreciation and amortization (17,260) (17,298) Interest expense (10,419) (10,416) Acquisition and other income (expenses) 45 (233) Net income $ 7,377 $ 7,779 Six Months Ended June 30, 2023 2022 Total revenue $ 107,437 $ 102,599 Property operating expenses 30,162 28,144 Net operating income 77,275 74,455 Supervisory, administrative and other expenses (7,090) (6,742) Depreciation and amortization (35,143) (32,680) Interest expense (20,830) (20,826) Acquisition and other expenses (187) (507) Net income $ 14,025 $ 13,700 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions The Company acquired 16 self storage properties and two annexes to existing properties for $174.3 million during the six months ended June 30, 2023. Of these acquisitions, 16 self storage properties and one annex totaling $171.1 million were acquired by the Company from its PROs. The self storage property acquisitions were accounted for as asset acquisitions and accordingly, $1.1 million of transaction costs related to the acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired and liabilities assumed. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at an estimated value of $3.7 million, resulting in a total value of $170.6 million allocated to real estate. The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2023 (dollars in thousands): Acquisitions Closed During the Three Months Ended: Number of Properties Summary of Investment Cash and Acquisition Costs Value of Equity (1) Other Liabilities Total March 31, 2023 16 $ 9,920 $ 150,531 $ 85 $ 160,536 June 30, 2023 (2) — 8,167 5,577 34 13,778 Total 16 $ 18,087 $ 156,108 $ 119 $ 174,314 (1) Value of equity represents the fair value of Series B Preferred Shares and subordinated performance units. (2) During the three months ended June 30, 2023, the Company acquired two annexes to existing properties. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consist of the following (dollars in thousands): June 30, 2023 December 31, 2022 Customer in-place leases, net of accumulated amortization of $6,561 and $5,004, respectively $ 3,437 $ 5,090 Receivables: Trade, net 13,283 13,120 PROs and other affiliates 6,769 4,175 Receivables from unconsolidated real estate ventures 7,146 5,375 Interest rate swaps 49,006 51,466 Prepaid expenses and other 13,972 26,156 Corporate furniture, equipment and other, net 2,307 1,534 Trade names 8,851 7,442 Management contracts, net of accumulated amortization of $6,083 and $5,398, respectively 14,743 12,113 Tenant reinsurance intangible, net of accumulated amortization of $3,143 and $2,466, respectively 32,922 21,575 Goodwill 8,182 8,182 Total $ 160,618 $ 156,228 Amortization expense related to customer in-place leases amounted to $2.8 million and $9.3 million for the three months ended June 30, 2023 and 2022, respectively and $5.3 million and $20.0 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to management contracts amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense related to the tenant reinsurance intangible amounted to $0.4 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively and $0.7 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively. |
DEBT FINANCING
DEBT FINANCING | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT FINANCING | DEBT FINANCING The Company's outstanding debt as of June 30, 2023 and December 31, 2022 is summarized as follows (dollars in thousands): Interest Rate (1) June 30, 2023 December 31, 2022 Credit Facility: Revolving line of credit 6.45 % $ 550,000 $ 496,000 Term loan A — % — 125,000 Term loan B 3.26 % 275,000 250,000 Term loan C 3.21 % 325,000 225,000 Term loan D 2.92 % 275,000 175,000 Term loan E 4.92 % 130,000 125,000 2023 Term loan facility — % — 175,000 2028 Term loan facility 4.62 % 75,000 75,000 April 2029 Term loan facility 4.27 % 100,000 100,000 June 2029 Term loan facility 5.37 % 285,000 285,000 2026 Senior Unsecured Notes 2.16 % 35,000 35,000 2028 Senior Unsecured Notes 5.75 % 120,000 — 2029 Senior Unsecured Notes 3.98 % 100,000 100,000 August 2030 Senior Unsecured Notes 2.99 % 150,000 150,000 November 2030 Senior Unsecured Notes 2.72 % 75,000 75,000 May 2031 Senior Unsecured Notes 3.00 % 90,000 90,000 August 2031 Senior Unsecured Notes 4.08 % 50,000 50,000 November 2031 Senior Unsecured Notes 2.81 % 175,000 175,000 August 2032 Senior Unsecured Notes 3.09 % 100,000 100,000 November 2032 Senior Unsecured Notes 5.06 % 200,000 200,000 May 2033 Senior Unsecured Notes 3.10 % 55,000 55,000 November 2033 Senior Unsecured Notes 2.96 % 125,000 125,000 2036 Senior Unsecured Notes 3.06 % 75,000 75,000 Fixed rate mortgages payable 3.82 % 285,075 299,570 Total principal 3,650,075 3,560,570 Unamortized debt issuance costs and debt premium, net (10,528) (9,391) Total debt $ 3,639,547 $ 3,551,179 (1) Represents the effective interest rate as of June 30, 2023. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. $25.0 million of Tranche B, $25.0 million of Tranche C, and $5.0 million of Tranche E are subject to variable interest rates, which is reflected in the effective interest rate. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. On January 3, 2023, the Company's operating partnership, as borrower, certain of its subsidiaries, as subsidiary guarantors, and the Company entered into a third amended and restated credit agreement with a syndicated group of lenders which expanded the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion with an expansion feature to expand the total borrowing capacity to $2.5 billion. The maturity date of the revolving line of credit (the "Revolver") is now January 2027, while the total borrowing capacity of the Revolver was increased to $950.0 million from $650.0 million. In connection with the credit facility recast, the $125.0 million tranche A term loan facility (the "Term Loan A") due January 2023 was eliminated by the Company, tranche B term loan facility (the "Term Loan B") increased from $250.0 million to $275.0 million, tranche C term loan facility (the "Term Loan C") increased from $225.0 million to $325.0 million, tranche D term loan facility (the "Term Loan D") increased from $175.0 million to $275.0 million, tranche E term loan facility (the "Term Loan E") increased from $125.0 million to $130.0 million, and the Company eliminated the $175.0 million term loan facility due in June 2023. In connection with the credit facility recast, effective January 3, 2023, all of our LIBOR-based interest rate swaps were converted into SOFR-based interest rate swaps. As of June 30, 2023, the Company had outstanding letters of credit totaling $6.4 million and would have had the capacity to borrow remaining Revolver commitments of $393.6 million while remaining in compliance with the credit facility's financial covenants. At June 30, 2023, the Company was in compliance with all such covenants. 2028 Senior Unsecured Notes On April 27, 2023, the operating partnership, as issuer, and the Company entered into a Note Purchase Agreement (the "April 2023 Note Purchase Agreement") which provides for the private placement of $120.0 million of 5.61% senior unsecured notes due July 5, 2028 (the "2028 Notes") to certain institutional investors. The 2028 Notes have an effective interest rate of 5.75% after taking into account the effect of interest rate swaps. On April 27, 2023, the operating partnership issued the 2028 Notes. Future Debt Obligations Based on existing debt agreements in effect as of June 30, 2023, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands): Year Ending December 31, Scheduled Principal and Maturity Payments Amortization of Premium and Unamortized Debt Issuance Costs Total Remainder of 2023 $ 62,318 $ (1,546) $ 60,772 2024 296,964 (2,892) 294,072 2025 327,185 (1,840) 325,345 2026 312,322 (1,534) 310,788 2027 637,369 (1,036) 636,333 2028 340,624 (826) 339,798 Thereafter 1,673,293 (854) 1,672,439 $ 3,650,075 $ (10,528) $ 3,639,547 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Earnings per common share - basic and diluted Numerator Net income $ 45,476 $ 48,425 $ 85,868 $ 93,211 Net income attributable to noncontrolling interests (16,028) (23,387) (27,461) (42,945) Net income attributable to National Storage Affiliates Trust 29,448 25,038 58,407 50,266 Distributions to preferred shareholders (5,119) (3,382) (8,799) (6,661) Distributed and undistributed earnings allocated to participating securities (13) (14) (31) (28) Net income attributable to common shareholders - basic and diluted $ 24,316 $ 21,642 $ 49,577 $ 43,577 Denominator Weighted average shares outstanding - basic and diluted 88,312 91,541 88,902 91,433 Earnings per share - basic and diluted $ 0.28 $ 0.24 $ 0.56 $ 0.48 As discussed in Note 2, the Company allocates GAAP income utilizing the HLBV method, in which the Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings per share. Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted method for any convertible securities outstanding during the period. Generally, following certain lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at the Company's option, exchangeable for common shares on a one-for-one basis, subject to certain adjustments and DownREIT OP units are redeemable for cash or, at the Company's option, exchangeable for OP units in its operating partnership on a one-for-one basis, subject to certain adjustments in each case. LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis, which are then exchangeable for common shares as described above. Certain LTIP units vested prior to or upon the completion of the Company's initial public offering and certain LTIP units have vested upon the satisfaction of a service or market condition or will vest upon the satisfaction of future service and market conditions. Vested LTIP units and unvested LTIP units that vest based on a service or market condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units subject to a service or market condition are evaluated for dilution using the treasury stock method. For the three and six months ended June 30, 2023, 501,311 unvested LTIP units that vest based on a service or market condition are excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share. For the three and six months ended June 30, 2023, 252,894 LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been attained as of the end of the reported period. Subordinated performance units may also, under certain circumstances, be convertible into OP units which are exchangeable for common shares as described above, and DownREIT subordinated performance units may, under certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the holder’s election only upon the achievement of certain performance thresholds relating to the properties to which such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that holds such subordinated performance units or upon certain qualifying terminations. Although subordinated performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted weighted average common shares. This hypothetical conversion is calculated using historical financial information, and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the Company upon expiration of the two-year lock out period on conversions. For the three months ended June 30, 2023 and 2022, potential common shares totaling 59.8 million and 58.4 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. For the six months ended June 30, 2023 and 2022, potential common shares totaling 59.5 million and 58.3 million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share. Participating securities, which consist of unvested restricted common shares, receive dividends equal to those received by common shares. The effect of participating securities for the periods presented above is calculated using the two-class method of allocating distributed and undistributed earnings. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Supervisory and Administrative Fees For the self storage properties that are managed by the PROs, the Company has entered into asset management agreements with the PROs to provide leasing, operating, supervisory and administrative services. The asset management agreements generally provide for fees ranging from 5% to 6% of gross revenue for the managed self storage properties. During the three months ended June 30, 2023 and 2022, the Company incurred $5.4 million and $5.6 million, respectively, for supervisory and administrative fees to the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $10.6 million and $10.9 million, respectively, for supervisory and administrative fees to the PROs. Such fees are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. Payroll Services For the self storage properties that are managed by the PROs, the employees responsible for operations are employees of the PROs who charge the Company for the costs associated with the respective employees. For the three months ended June 30, 2023 and 2022, the Company incurred $6.5 million and $7.1 million, respectively, for payroll and related costs reimbursable to these PROs and for the six months ended June 30, 2023 and 2022, the Company incurred $13.1 million and $14.1 million, respectively, for payroll and related costs reimbursable to these PROs. Such costs are included in property operating expenses in the accompanying condensed consolidated statements of operations. Due Diligence Costs During the three months ended June 30, 2023 and 2022, the Company incurred $0 and $0.2 million of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs and during the six months ended June 30, 2023 and 2022, the Company incurred $0 and $0.4 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. These due diligence costs are capitalized as part of the basis of the acquired self storage properties. PRO Retirement |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIESLegal 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, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively converting the interest on variable rate debt to a fixed rate. The Company does not use derivatives for trading or speculative purposes. The Company measures its interest rate swap derivatives at fair value on a recurring basis. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands): Fair Value Number of Contracts Notional Amount Other Assets, net Interest Rate Swap Liabilities As of June 30, 2023 Interest Rate Swaps 17 $ 1,410,000 $ 49,006 $ — As of December 31, 2022 Interest Rate Swaps 19 $ 1,410,000 $ 51,466 $ (483) The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands): Fair value at December 31, 2021 $ (33,757) Swap ineffectiveness 2 Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) 8,260 Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss) 53,169 Fair value at June 30, 2022 $ 27,674 Fair value at December 31, 2022 $ 50,983 (Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (17,250) Unrealized and realized gains and (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) 15,273 Fair value at June 30, 2023 $ 49,006 As of June 30, 2023 and December 31, 2022, the Company had outstanding interest rate swaps with aggregate current notional amounts of $1,410.0 million and $1,410.0 million, respectively, designated as cash flow hedges. As of June 30, 2023, the Company's swaps had a weighted average remaining term of approximately 3.0 years. In connection with the issuance of fixed rate unsecured notes in the second quarter of 2023, we entered into $50.0 million of forward starting interest rate swaps on March 16, 2023, and a $25.0 million forward starting interest rate swap on March 24, 2023, locking the interest rate of compounded SOFR at 3.25% through April 5, 2023. These interest rate swaps have been designated as cash flow hedges. The realized loss of $1.6 million of the compounded SOFR swaps are included in unrealized and realized gains (loss) on derivative instruments in comprehensive income (loss) and will be reclassified into interest expense over 10 years, which is the term of anticipated unsecured fixed rate debt including any replacement debt thereof. Amounts reported in accumulated other comprehensive (loss) income will be reclassified into interest expense as interest payments are made on the anticipated debt. The fair value of these swaps are presented as interest rate swap assets and liabilities in the Company's balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at June 30, 2023 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately $34.1 million of the unrealized gains and losses included in accumulated other comprehensive income (loss). There were no transfers between levels of the three-tier fair value measurement hierarchy during the six months ended June 30, 2023 and 2022. For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including SOFR yield curves. The Company uses valuation techniques for Level 2 financial assets and liabilities which include SOFR 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, 2023, 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022 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 private placement notes and 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 following table presents the carrying value and estimated fair value of our fixed rate private placement notes and mortgages (dollars in thousands): Carrying Value (1) Fair Value June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Liabilities Private Placement Notes $ 1,350,000 $ 1,230,000 $ 1,121,077 $ 1,014,153 Mortgage Notes 285,075 299,570 270,042 282,758 (1) Carrying value represents the principal balance outstanding |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Self Storage Property Acquisitions Subsequent to June 30, 2023, the Company acquired one self storage property for approximately $17.8 million. Consideration for this acquisition included approximately $7.8 million of net cash and OP equity of approximately $9.9 million, consisting primarily of subordinated performance units. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income attributable to National Storage Affiliates Trust | $ 29,448 | $ 25,038 | $ 58,407 | $ 50,266 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles ("GAAP") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The Company's results of operations for the quarterly and year to date periods are not necessarily indicative of the results to be expected for the full year or any other future period. |
Principles of Consolidation | Principles of ConsolidationThe Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. |
Variable Interest Entities | When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership. |
Revenue Recognition - Rental Revenue | Rental revenueRental revenue consists of space rentals and related fees. Management has determined that all of the Company's leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts and other incentives are recognized as a reduction to rental income over the applicable lease term. |
Revenue Recognition - Other Property-Related Revenue, Management Fees and Other Revenue | Other property-related revenue Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant warranty protection-related access fees, sales of storage supplies and truck rentals which are recognized in the period earned. The Company and certain of the Company’s PROs have tenant insurance and/or tenant warranty protection plan-related arrangements with insurance companies and the Company’s tenants. During the three months ended June 30, 2023 and 2022, the Company recognized $6.1 million and $4.9 million, respectively, of tenant insurance and tenant warranty protection plan revenues and during the six months ended June 30, 2023 and 2022, the Company recognized $11.6 million and $9.8 million, respectively, of tenant insurance and tenant warranty protection plan revenues. The Company sells boxes, packing supplies, locks, other retail merchandise and rents moving trucks at its properties. During the three months ended June 30, 2023 and 2022, the Company recognized retail sales of $0.7 million and $0.7 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized retail sales of $1.3 million and $1.3 million, respectively. Management fees and other revenue Management fees and other revenue consist of property management fees, platform fees, call center fees, acquisition fees, amounts related to the facilitation of tenant warranty protection or tenant insurance programs for certain stores in the Company's consolidated portfolio and unconsolidated real estate ventures, access fees associated with tenant insurance-related arrangements, and profit distributions from the Company's interest in a reinsurance company. With respect to both the 2018 Joint Venture and the 2016 Joint Venture (as each is defined in Note 5), the Company provides supervisory and administrative property management services, centralized call center services, and technology platform and revenue management services to the properties in the unconsolidated real estate ventures. The property management fees are equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With respect to the 2016 Joint Venture only, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture properties. During the three months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $4.2 million and $4.1 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized property management fees, call center fees and platform fees of $8.4 million and $7.9 million, respectively. The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $0.9 million, respectively and during the six months ended June 30, 2023 and 2022, the Company recognized acquisition fees of $0 and $1.1 million, respectively. The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants at its properties. For certain of the properties in the Company’s consolidated portfolio and unconsolidated real estate ventures, the Company provides such tenant insurance through the Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties. During the three months ended June 30, 2023 and 2022, the Company recognized $4.3 million and $2.8 million, respectively, of revenue related to these activities and during the six months ended June 30, 2023 and 2022, the Company recognized $7.1 million and $5.2 million, respectively, of revenue related to these activities. |
Gain on Sale of Self Storage Properties | Gain on sale of self storage propertiesThe Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of the promised consideration has been received and is nonrefundable and the Company has transferred control of the facilities to the purchaser. |
Investments in Unconsolidated Real Estate Ventures | Investments in Unconsolidated Real Estate Ventures The Company’s investments in its unconsolidated real estate ventures are recorded under the equity method of accounting in the accompanying condensed consolidated financial statements. Under the equity method, the Company’s investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the "nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in its condensed consolidated statements of cash flows. Under this approach, distributions are reported on the basis of the nature of the activity or activities that generated the distributions as either a return on investment, which are classified as operating cash flows, or a return of investment (e.g., proceeds from the unconsolidated real estate ventures' sale of assets) which are reported as investing cash flows. |
Noncontrolling Interests | Noncontrolling Interests All of the limited partner equity interests ("OP equity") in the operating partnership not held by the Company are reflected as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held by entities other than the operating partnership or its subsidiaries. In the condensed consolidated statements of operations, the Company allocates net income (loss) attributable to noncontrolling interests to arrive at net income (loss) attributable to National Storage Affiliates Trust. For transactions that result in changes to the Company's ownership interest in its operating partnership, the carrying amount of noncontrolling interests is adjusted to reflect such changes. The difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is reflected as an adjustment to additional paid-in capital on the condensed consolidated balance sheets. |
Allocation of Net Income (Loss) | Allocation of Net Income (Loss) The distribution rights and priorities set forth in the operating partnership's LP Agreement differ from what is reflected by the underlying percentage ownership interests of the unitholders. Accordingly, the Company allocates GAAP income (loss) utilizing the hypothetical liquidation at book value ("HLBV") method, in which the Company allocates income or loss based on the change in each unitholders’ claim on the net assets of its operating partnership at period end after adjusting for any distributions or contributions made during such period. The HLBV method is commonly applied to equity investments where cash distribution percentages vary at different points in time and are not directly linked to an equity holder’s ownership percentage. The HLBV method is a balance sheet-focused approach to income (loss) allocation. A calculation is prepared at each balance sheet date to determine the amount that unitholders would receive if the operating partnership were to liquidate all of its assets (at GAAP net book value) and distribute the resulting proceeds to its creditors and unitholders based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is used to derive each unitholder's share of the income (loss) for the period. Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation expense, in any given period, income or loss may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership, and net income (loss) attributable to National Storage Affiliates Trust could be more or less net income than actual cash distributions received and more or less income or loss than what may be received in the event of an actual liquidation. Additionally, the HLBV method could result in net income (or net loss) attributable to National Storage Affiliates Trust during a period when the Company reports consolidated net loss (or net income), or net income (or net loss) attributable to National Storage Affiliates Trust in excess of the Company's consolidated net income (or net loss). The computations of basic and diluted earnings (loss) per share may be materially affected by these disproportionate income (loss) allocations, resulting in volatile fluctuations of basic and diluted earnings (loss) per share. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss)The Company has cash flow hedge derivative instruments that are measured at fair value with unrealized gains or losses recognized in other comprehensive income (loss) with a corresponding adjustment to accumulated other comprehensive income (loss) within equity, as discussed further in Note 12. Under the HLBV method of allocating income (loss) discussed above, a calculation is prepared at each balance sheet date by applying the HLBV method including, and excluding, the assets and liabilities resulting from the Company's cash flow hedge derivative instruments to determine comprehensive income (loss) attributable to National Storage Affiliates Trust. As a result of the distribution rights and priorities set forth in the operating partnership's LP Agreement, in any given period, other comprehensive income (loss) may be allocated disproportionately to unitholders as compared to their respective ownership percentage in the operating partnership and as compared to their respective allocation of net income (loss). |
Restricted Cash | Cash and Cash Equivalents The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of federally insured limits. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. The Company has never experienced a loss that resulted from exceeding federally insured limits. Restricted Cash The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code, for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements. |
Use of Estimates | Use of EstimatesThe 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. |
SHAREHOLDERS' EQUITY AND NONC_2
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of noncontrolling interests | As of June 30, 2023 and December 31, 2022, units reflecting noncontrolling interests consisted of the following: June 30, 2023 December 31, 2022 Series A-1 preferred units 745,649 712,208 OP units 38,470,275 35,737,281 Subordinated performance units 7,686,387 8,154,524 LTIP units 814,826 728,890 DownREIT units DownREIT OP units 2,120,491 1,924,918 DownREIT subordinated performance units 4,133,474 4,337,111 Total 53,971,102 51,594,932 |
SELF STORAGE PROPERTIES (Tables
SELF STORAGE PROPERTIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of self storage properties | Self storage properties are summarized as follows (dollars in thousands): June 30, 2023 December 31, 2022 Land $ 1,147,189 $ 1,111,326 Buildings and improvements 5,420,665 5,269,383 Furniture and equipment 11,313 10,863 Total self storage properties 6,579,167 6,391,572 Less accumulated depreciation (877,707) (772,661) Self storage properties, net $ 5,701,460 $ 5,618,911 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Condensed Financial Information of Unconsolidated Real Estate Ventures | The following table presents the combined condensed financial position of the Company's unconsolidated real estate ventures as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 ASSETS Self storage properties, net $ 1,860,305 $ 1,891,203 Other assets 38,464 36,873 Total assets $ 1,898,769 $ 1,928,076 LIABILITIES AND EQUITY Debt financing $ 1,002,762 $ 1,002,301 Other liabilities 27,697 23,808 Equity 868,310 901,967 Total liabilities and equity $ 1,898,769 $ 1,928,076 The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Total revenue $ 53,685 $ 53,601 Property operating expenses 15,113 14,335 Net operating income 38,572 39,266 Supervisory, administrative and other expenses (3,561) (3,540) Depreciation and amortization (17,260) (17,298) Interest expense (10,419) (10,416) Acquisition and other income (expenses) 45 (233) Net income $ 7,377 $ 7,779 Six Months Ended June 30, 2023 2022 Total revenue $ 107,437 $ 102,599 Property operating expenses 30,162 28,144 Net operating income 77,275 74,455 Supervisory, administrative and other expenses (7,090) (6,742) Depreciation and amortization (35,143) (32,680) Interest expense (20,830) (20,826) Acquisition and other expenses (187) (507) Net income $ 14,025 $ 13,700 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Self Storage Property Acquisitions | The following table summarizes the investment in self storage property acquisitions completed by the Company during the six months ended June 30, 2023 (dollars in thousands): Acquisitions Closed During the Three Months Ended: Number of Properties Summary of Investment Cash and Acquisition Costs Value of Equity (1) Other Liabilities Total March 31, 2023 16 $ 9,920 $ 150,531 $ 85 $ 160,536 June 30, 2023 (2) — 8,167 5,577 34 13,778 Total 16 $ 18,087 $ 156,108 $ 119 $ 174,314 (1) Value of equity represents the fair value of Series B Preferred Shares and subordinated performance units. (2) During the three months ended June 30, 2023, the Company acquired two annexes to existing properties. |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following (dollars in thousands): June 30, 2023 December 31, 2022 Customer in-place leases, net of accumulated amortization of $6,561 and $5,004, respectively $ 3,437 $ 5,090 Receivables: Trade, net 13,283 13,120 PROs and other affiliates 6,769 4,175 Receivables from unconsolidated real estate ventures 7,146 5,375 Interest rate swaps 49,006 51,466 Prepaid expenses and other 13,972 26,156 Corporate furniture, equipment and other, net 2,307 1,534 Trade names 8,851 7,442 Management contracts, net of accumulated amortization of $6,083 and $5,398, respectively 14,743 12,113 Tenant reinsurance intangible, net of accumulated amortization of $3,143 and $2,466, respectively 32,922 21,575 Goodwill 8,182 8,182 Total $ 160,618 $ 156,228 |
DEBT FINANCING (Tables)
DEBT FINANCING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's outstanding debt as of June 30, 2023 and December 31, 2022 is summarized as follows (dollars in thousands): Interest Rate (1) June 30, 2023 December 31, 2022 Credit Facility: Revolving line of credit 6.45 % $ 550,000 $ 496,000 Term loan A — % — 125,000 Term loan B 3.26 % 275,000 250,000 Term loan C 3.21 % 325,000 225,000 Term loan D 2.92 % 275,000 175,000 Term loan E 4.92 % 130,000 125,000 2023 Term loan facility — % — 175,000 2028 Term loan facility 4.62 % 75,000 75,000 April 2029 Term loan facility 4.27 % 100,000 100,000 June 2029 Term loan facility 5.37 % 285,000 285,000 2026 Senior Unsecured Notes 2.16 % 35,000 35,000 2028 Senior Unsecured Notes 5.75 % 120,000 — 2029 Senior Unsecured Notes 3.98 % 100,000 100,000 August 2030 Senior Unsecured Notes 2.99 % 150,000 150,000 November 2030 Senior Unsecured Notes 2.72 % 75,000 75,000 May 2031 Senior Unsecured Notes 3.00 % 90,000 90,000 August 2031 Senior Unsecured Notes 4.08 % 50,000 50,000 November 2031 Senior Unsecured Notes 2.81 % 175,000 175,000 August 2032 Senior Unsecured Notes 3.09 % 100,000 100,000 November 2032 Senior Unsecured Notes 5.06 % 200,000 200,000 May 2033 Senior Unsecured Notes 3.10 % 55,000 55,000 November 2033 Senior Unsecured Notes 2.96 % 125,000 125,000 2036 Senior Unsecured Notes 3.06 % 75,000 75,000 Fixed rate mortgages payable 3.82 % 285,075 299,570 Total principal 3,650,075 3,560,570 Unamortized debt issuance costs and debt premium, net (10,528) (9,391) Total debt $ 3,639,547 $ 3,551,179 (1) Represents the effective interest rate as of June 30, 2023. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. $25.0 million of Tranche B, $25.0 million of Tranche C, and $5.0 million of Tranche E are subject to variable interest rates, which is reflected in the effective interest rate. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. |
Schedule of Future Debt Maturities | Based on existing debt agreements in effect as of June 30, 2023, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (in thousands): Year Ending December 31, Scheduled Principal and Maturity Payments Amortization of Premium and Unamortized Debt Issuance Costs Total Remainder of 2023 $ 62,318 $ (1,546) $ 60,772 2024 296,964 (2,892) 294,072 2025 327,185 (1,840) 325,345 2026 312,322 (1,534) 310,788 2027 637,369 (1,036) 636,333 2028 340,624 (826) 339,798 Thereafter 1,673,293 (854) 1,672,439 $ 3,650,075 $ (10,528) $ 3,639,547 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of the Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Earnings per common share - basic and diluted Numerator Net income $ 45,476 $ 48,425 $ 85,868 $ 93,211 Net income attributable to noncontrolling interests (16,028) (23,387) (27,461) (42,945) Net income attributable to National Storage Affiliates Trust 29,448 25,038 58,407 50,266 Distributions to preferred shareholders (5,119) (3,382) (8,799) (6,661) Distributed and undistributed earnings allocated to participating securities (13) (14) (31) (28) Net income attributable to common shareholders - basic and diluted $ 24,316 $ 21,642 $ 49,577 $ 43,577 Denominator Weighted average shares outstanding - basic and diluted 88,312 91,541 88,902 91,433 Earnings per share - basic and diluted $ 0.28 $ 0.24 $ 0.56 $ 0.48 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Interest Rate Swap Derivatives Measured at Fair Value | Information regarding the Company's interest rate swaps measured at fair value, which are classified within Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands): Fair Value Number of Contracts Notional Amount Other Assets, net Interest Rate Swap Liabilities As of June 30, 2023 Interest Rate Swaps 17 $ 1,410,000 $ 49,006 $ — As of December 31, 2022 Interest Rate Swaps 19 $ 1,410,000 $ 51,466 $ (483) The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands): Fair value at December 31, 2021 $ (33,757) Swap ineffectiveness 2 Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) 8,260 Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss) 53,169 Fair value at June 30, 2022 $ 27,674 Fair value at December 31, 2022 $ 50,983 (Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (17,250) Unrealized and realized gains and (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) 15,273 Fair value at June 30, 2023 $ 49,006 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the carrying value and estimated fair value of our fixed rate private placement notes and mortgages (dollars in thousands): Carrying Value (1) Fair Value June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Liabilities Private Placement Notes $ 1,350,000 $ 1,230,000 $ 1,121,077 $ 1,014,153 Mortgage Notes 285,075 299,570 270,042 282,758 (1) Carrying value represents the principal balance outstanding |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details) storage_unit in Thousands, ft² in Millions | 6 Months Ended | |
Jun. 30, 2023 ft² storage_unit property state metropolitan_statistical_area | Jan. 01, 2023 property | |
Schedule of Equity Method Investments [Line Items] | ||
Number of top metropolitan statistical areas for focus of operations | metropolitan_statistical_area | 100 | |
Number of self storage properties | 1,117 | |
Number of states in which self storage properties are located | state | 42 | |
Total rentable square feet in self storage properties | ft² | 72.8 | |
Number of storage units | storage_unit | 573 | |
Self storage properties | 603 | |
Self storage properties, remaining | 329 | |
2018 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
2016 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
Joint venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 72 | |
Consolidated properties | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 932 | |
Number of states in which self storage properties are located | state | 39 | |
Total rentable square feet in self storage properties | ft² | 59.4 | |
Number of storage units | storage_unit | 462 | |
Unconsolidated properties | Joint venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 185 | |
Number of states in which self storage properties are located | state | 21 | |
Total rentable square feet in self storage properties | ft² | 13.5 | |
Number of storage units | storage_unit | 111 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) property partnership | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) property partnership | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | |||||
Number of self storage properties | property | 1,117 | 1,117 | |||
Net book value of real estate owned | $ 5,701,460 | $ 5,701,460 | $ 5,618,911 | ||
Carrying value of fixed rate mortgages | 3,650,075 | 3,650,075 | 3,560,570 | ||
Tenant Insurance and Tenant Warranty Protection Plan Revenues | |||||
Variable Interest Entity [Line Items] | |||||
Revenue | 6,100 | $ 4,900 | 11,600 | $ 9,800 | |
Fixed rate mortgages payable | Fixed rate mortgages payable | |||||
Variable Interest Entity [Line Items] | |||||
Carrying value of fixed rate mortgages | $ 285,075 | $ 285,075 | 299,570 | ||
VIE, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Number of partnerships considered to be VIEs | partnership | 22 | 22 | |||
Number of self storage properties | property | 48 | 48 | |||
Net book value of real estate owned | $ 409,000 | $ 409,000 | 412,900 | ||
VIE, Primary Beneficiary | Fixed rate mortgages payable | Fixed rate mortgages payable | |||||
Variable Interest Entity [Line Items] | |||||
Carrying value of fixed rate mortgages | $ 188,700 | $ 188,700 | $ 188,700 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Unconsolidated real estate ventures | property | 1,117 | 1,117 | ||
Tenant Insurance and Tenant Warranty Protection Plan Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,100,000 | $ 4,900,000 | $ 11,600,000 | $ 9,800,000 |
Retail Products and Supplies | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 700,000 | 700,000 | 1,300,000 | 1,300,000 |
Property Management, Call Center, and Platform Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,200,000 | 4,100,000 | $ 8,400,000 | 7,900,000 |
Property management fees as percent of monthly gross revenues and net sales revenue of unconsolidated real estate venture assets | 6% | |||
Platform fees per unconsolidated real estate venture property per month | $ 1,250 | |||
Call center fees as percent of monthly gross revenues and net sales revenue of unconsolidated real estate venture assets | 1% | |||
Acquisition Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 900,000 | $ 0 | 1,100,000 |
Tenant Warranty Protection or Tenant Insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 4,300,000 | $ 2,800,000 | $ 7,100,000 | $ 5,200,000 |
Percent of total warranty protection plan proceeds received per unconsolidated real estate venture property | 50% |
SHAREHOLDERS' EQUITY AND NONC_3
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||||||
Mar. 16, 2023 USD ($) property shares | Mar. 15, 2023 shares | Feb. 27, 2019 USD ($) $ / shares | Jun. 30, 2023 USD ($) property $ / shares shares | Mar. 31, 2023 shares | Jun. 30, 2022 shares | Mar. 31, 2022 shares | Jun. 30, 2023 USD ($) property $ / shares shares | Dec. 31, 2022 $ / shares | Jul. 11, 2022 USD ($) | May 19, 2021 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Common shares of beneficial interest, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Authorized amount | $ | $ 400 | ||||||||||
Repurchase of common shares (in shares) | 1,622,874,000 | ||||||||||
Stock repurchased | $ | $ 69.3 | ||||||||||
Number of self storage properties | property | 1,117 | 1,117 | |||||||||
Common Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Repurchase of common shares (in shares) | 1,622,874 | ||||||||||
Redemptions/conversions of units (in shares) | 354,936 | 67,431 | 294,573 | 258,477 | |||||||
Series A Preferred Shares | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred share/unit dividend rate (percent) | 6% | ||||||||||
Series B Preferred Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares tied to promissory note (in shares) | 1,059,683 | ||||||||||
Series B Preferred Shares | Personal Mini | |||||||||||
Class of Stock [Line Items] | |||||||||||
Series B preferred shares | $ | $ 139.6 | ||||||||||
Number of self storage properties | property | 15 | ||||||||||
Financing Receivable, after Allowance for Credit Loss | $ | $ 26.1 | ||||||||||
Series B preferred shares value | $ | 26.1 | ||||||||||
Proceeds from issuance of preferred stock | $ | $ 113.3 | ||||||||||
Issuance of shares/units (in shares) | 5,668,128 | ||||||||||
Series B Preferred Shares | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred share/unit dividend rate (percent) | 6% | ||||||||||
Preferred shares of beneficial interest, authorized (in shares) | 7,000,000 | ||||||||||
Preferred units stated value (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
OP units | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unit conversion ratio | 1 | 1 | |||||||||
Issuance of shares/units (in shares) | 2,545,063 | ||||||||||
OP units | NSA OP, LP | Common Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redemptions/conversions of units (in shares) | 422,367 | ||||||||||
OP units | NSA OP, LP | Northwest Retirement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares/units (in shares) | 481,811 | ||||||||||
OP units | NSA OP, LP | Retirement of Northwest | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares/units (in shares) | 2,545,063 | ||||||||||
OP units | DownREIT Partnership | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unit conversion ratio | 1 | ||||||||||
Issuance of shares/units (in shares) | 195,573 | ||||||||||
Subordinated performance units | |||||||||||
Class of Stock [Line Items] | |||||||||||
Time frame prior to conversion for conversion metric (in years) | 1 year | ||||||||||
Percentage of cash available for distribution used in conversion ratio calculation | 110% | ||||||||||
Subordinated performance units | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares/units, non-voluntary (in shares) | 926,623 | ||||||||||
Redemptions/conversions of units (in shares) | 926,623 | ||||||||||
Unit conversion, lock out period (in years) | 2 years | ||||||||||
Subordinated performance units | NSA OP, LP | Northwest Retirement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redemptions/conversions of units (in shares) | 397,000 | ||||||||||
Subordinated performance units | NSA OP, LP | Retirement of Northwest | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of shares/units (in shares) | 855,486 | ||||||||||
Subordinated performance units | Personal Mini Affiliate | Personal Mini | |||||||||||
Class of Stock [Line Items] | |||||||||||
Payments to acquire interest in subsidiaries and affiliates | $ | $ 26.1 | ||||||||||
LTIP units | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unit conversion ratio | 1 | ||||||||||
Issuance of shares/units (in shares) | 214,423 | ||||||||||
Conversion of units (in shares) | 128,487 | ||||||||||
Series A-1 preferred units | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred share/unit dividend rate (percent) | 6% | ||||||||||
Unit conversion ratio | 1 | ||||||||||
Issuance of series A-1 preferred units (in shares) | 33,441 | ||||||||||
DownREIT Subordinated Performance Performance Units | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 203,637 | ||||||||||
Prior Sales Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Value of common and preferred shares authorized under ATM program | $ | $ 250 | ||||||||||
Preferred share/unit dividend rate (percent) | 6% | ||||||||||
At The Market Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Value of common and preferred shares authorized under ATM program | $ | $ 400 | ||||||||||
Value of remaining available offered shares | $ | $ 169.1 | $ 169.1 | $ 31 | ||||||||
Series A preferred shares | NSA OP, LP | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred units cash redemption price (in dollars per share) | $ / shares | $ 25 | $ 25 |
SHAREHOLDERS' EQUITY AND NONC_4
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - Equity Interests (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Partnership Subsidiaries | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 53,971,102 | 51,594,932 |
Series A-1 preferred units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 745,649 | 712,208 |
OP units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 38,470,275 | 35,737,281 |
OP units | DownREIT Partnership | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 2,120,491 | 1,924,918 |
Subordinated performance units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 7,686,387 | 8,154,524 |
Subordinated performance units | DownREIT Partnership | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 4,133,474 | 4,337,111 |
LTIP units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 814,826 | 728,890 |
SELF STORAGE PROPERTIES (Detail
SELF STORAGE PROPERTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Real Estate [Abstract] | |||||
Land | $ 1,147,189 | $ 1,147,189 | $ 1,111,326 | ||
Buildings and improvements | 5,420,665 | 5,420,665 | 5,269,383 | ||
Furniture and equipment | 11,313 | 11,313 | 10,863 | ||
Total self storage properties | 6,579,167 | 6,579,167 | 6,391,572 | ||
Less accumulated depreciation | (877,707) | (877,707) | (772,661) | ||
Self storage properties, net | 5,701,460 | 5,701,460 | $ 5,618,911 | ||
Depreciation expense related to self storage properties | $ 53,100 | $ 47,800 | $ 105,200 | $ 94,500 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Narrative (Details) storage_unit in Thousands, ft² in Millions | Jun. 30, 2023 ft² storage_unit property state | Jan. 01, 2023 property |
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 1,117 | |
Rentable square feet in self storage properties | ft² | 72.8 | |
Number of storage units | storage_unit | 573 | |
Number of states in which self storage properties are located | state | 42 | |
Joint venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 72 | |
Unconsolidated properties | Joint venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 185 | |
Rentable square feet in self storage properties | ft² | 13.5 | |
Number of storage units | storage_unit | 111 | |
Number of states in which self storage properties are located | state | 21 | |
Unconsolidated properties | Joint venture | 2018 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 104 | |
Rentable square feet in self storage properties | ft² | 7.8 | |
Number of storage units | storage_unit | 64 | |
Number of states in which self storage properties are located | state | 17 | |
Unconsolidated properties | Joint venture | 2016 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | 81 | |
Rentable square feet in self storage properties | ft² | 5.6 | |
Number of storage units | storage_unit | 47 | |
Number of states in which self storage properties are located | state | 13 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Financial Position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||||||
Self storage properties, net | $ 5,701,460 | $ 5,618,911 | ||||
Other assets | 160,618 | 156,228 | ||||
Total assets | 6,161,391 | 6,070,007 | ||||
LIABILITIES AND EQUITY | ||||||
Debt financing | 3,639,547 | 3,551,179 | ||||
Equity | 2,384,401 | $ 2,405,074 | 2,389,014 | $ 2,501,313 | $ 2,510,044 | $ 2,482,455 |
Total liabilities and equity | 6,161,391 | 6,070,007 | ||||
Joint venture | Unconsolidated real estate ventures | ||||||
ASSETS | ||||||
Self storage properties, net | 1,860,305 | 1,891,203 | ||||
Other assets | 38,464 | 36,873 | ||||
Total assets | 1,898,769 | 1,928,076 | ||||
LIABILITIES AND EQUITY | ||||||
Debt financing | 1,002,762 | 1,002,301 | ||||
Other liabilities | 27,697 | 23,808 | ||||
Equity | 868,310 | 901,967 | ||||
Total liabilities and equity | $ 1,898,769 | $ 1,928,076 |
INVESTMENT IN UNCONSOLIDATED _5
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Operating Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Total revenue | $ 215,511 | $ 198,890 | $ 423,504 | $ 386,074 |
Property operating expenses | 57,094 | 53,188 | 113,577 | 102,546 |
Depreciation and amortization | (56,705) | (57,891) | (112,163) | (115,963) |
Interest expense | (39,693) | (24,448) | (77,641) | (47,095) |
Acquisition costs | (239) | (682) | (1,083) | (1,235) |
Net income attributable to National Storage Affiliates Trust | 29,448 | 25,038 | 58,407 | 50,266 |
Joint venture | Unconsolidated real estate ventures | ||||
Related Party Transaction [Line Items] | ||||
Total revenue | 53,685 | 53,601 | 107,437 | 102,599 |
Property operating expenses | 15,113 | 14,335 | 30,162 | 28,144 |
Net operating income | 38,572 | 39,266 | 77,275 | 74,455 |
Supervisory, administrative and other expenses | (3,561) | (3,540) | (7,090) | (6,742) |
Depreciation and amortization | (17,260) | (17,298) | (35,143) | (32,680) |
Interest expense | (10,419) | (10,416) | (20,830) | (20,826) |
Acquisition costs | 45 | (233) | (187) | (507) |
Net income attributable to National Storage Affiliates Trust | $ 7,377 | $ 7,779 | $ 14,025 | $ 13,700 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 USD ($) property | Mar. 31, 2023 USD ($) property | Jun. 30, 2023 USD ($) property | |
Asset Acquisition [Line Items] | |||
Number of properties acquired | property | 0 | 16 | 16 |
Number of annexes acquired | property | 2 | 2 | |
Estimated fair value of net assets acquired | $ 174,300 | ||
Consideration in acquisition transaction | $ 13,778 | $ 160,536 | 174,314 |
Acquisition-related costs capitalized | 1,100 | ||
Real estate | |||
Asset Acquisition [Line Items] | |||
Recognized fair value allocated to real estate | 170,600 | ||
Customer in-place leases | |||
Asset Acquisition [Line Items] | |||
Recognized fair value allocated to intangible assets | 3,700 | ||
Northwest's Right to Property Management Contracts, Brand, Intellectual Property, Certain Tangible Assets | |||
Asset Acquisition [Line Items] | |||
Estimated fair value of net assets acquired | $ 4,700 | ||
Asset Acquired From PROs | |||
Asset Acquisition [Line Items] | |||
Number of properties acquired | property | 16 | ||
Number of annexes acquired | property | 1 | ||
Consideration in acquisition transaction | $ 171,100 |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Summary of Acquisitions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 USD ($) property | Mar. 31, 2023 USD ($) property | Jun. 30, 2023 USD ($) property | |
Asset Acquisitions During Period | |||
Number of Properties | property | 0 | 16 | 16 |
Cash and Acquisition Costs | $ 8,167 | $ 9,920 | $ 18,087 |
Value of equity | 5,577 | 150,531 | 156,108 |
Other Liabilities | 34 | 85 | 119 |
Total | $ 13,778 | $ 160,536 | $ 174,314 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables: | ||
Trade, net | $ 13,283 | $ 13,120 |
Interest rate swaps | 49,006 | 51,466 |
Prepaid expenses and other | 13,972 | 26,156 |
Corporate furniture, equipment and other, net | 2,307 | 1,534 |
Goodwill | 8,182 | 8,182 |
Total | 160,618 | 156,228 |
Related Party | ||
Receivables: | ||
Trade, net | 6,769 | 4,175 |
Receivables from unconsolidated real estate ventures | 7,146 | 5,375 |
Customer in-place leases | ||
Other Assets | ||
Intangibles | 3,437 | 5,090 |
Accumulated amortization | 6,561 | 5,004 |
Management contract | ||
Other Assets | ||
Intangibles | 14,743 | 12,113 |
Accumulated amortization | 6,083 | 5,398 |
Tenant reinsurance intangible | ||
Other Assets | ||
Intangibles | 32,922 | 21,575 |
Accumulated amortization | 3,143 | 2,466 |
Trade names | ||
Receivables: | ||
Trade names | $ 8,851 | $ 7,442 |
OTHER ASSETS - Narrative (Detai
OTHER ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Customer in-place leases | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 2.8 | $ 9.3 | $ 5.3 | $ 20 |
Management contract | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 0.4 | 0.2 | 0.7 | 0.4 |
Tenant reinsurance intangible | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 0.4 | $ 0.2 | $ 0.7 | $ 0.5 |
DEBT FINANCING - Debt Summary (
DEBT FINANCING - Debt Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount | $ 3,650,075 | $ 3,560,570 |
Unamortized debt issuance costs and debt premium, net | (10,528) | (9,391) |
Total debt | $ 3,639,547 | 3,551,179 |
Revolving line of credit | Revolving line of credit | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.45% | |
Principal amount | $ 550,000 | 496,000 |
Unsecured debt | 2023 Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 0% | |
Principal amount | $ 0 | 175,000 |
Unsecured debt | 2028 Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.62% | |
Principal amount | $ 75,000 | 75,000 |
Unsecured debt | April 2029 Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.27% | |
Principal amount | $ 100,000 | 100,000 |
Unsecured debt | June 2029 Term loan facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.37% | |
Principal amount | $ 285,000 | 285,000 |
Unsecured debt | 2026 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.16% | |
Principal amount | $ 35,000 | 35,000 |
Unsecured debt | 2028 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.75% | |
Principal amount | $ 120,000 | 0 |
Unsecured debt | 2029 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.98% | |
Principal amount | $ 100,000 | 100,000 |
Unsecured debt | August 2030 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.99% | |
Principal amount | $ 150,000 | 150,000 |
Unsecured debt | November 2030 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.72% | |
Principal amount | $ 75,000 | 75,000 |
Unsecured debt | May 2031 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3% | |
Principal amount | $ 90,000 | 90,000 |
Unsecured debt | August 2031 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.08% | |
Principal amount | $ 50,000 | 50,000 |
Unsecured debt | November 2031 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.81% | |
Principal amount | $ 175,000 | 175,000 |
Unsecured debt | August 2032 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.09% | |
Principal amount | $ 100,000 | 100,000 |
Unsecured debt | November 2032 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.06% | |
Principal amount | $ 200,000 | 200,000 |
Unsecured debt | May 2033 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.10% | |
Principal amount | $ 55,000 | 55,000 |
Unsecured debt | November 2033 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.96% | |
Principal amount | $ 125,000 | 125,000 |
Unsecured debt | 2036 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.06% | |
Principal amount | $ 75,000 | 75,000 |
Unsecured debt | Term loan A | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 0% | |
Principal amount | $ 0 | 125,000 |
Unsecured debt | Term loan B | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.26% | |
Principal amount | $ 275,000 | 250,000 |
Loans payable with variable rates of interest | $ 25,000 | |
Unsecured debt | Term loan C | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.21% | |
Principal amount | $ 325,000 | 225,000 |
Loans payable with variable rates of interest | $ 25,000 | |
Unsecured debt | Term loan D | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.92% | |
Principal amount | $ 275,000 | 175,000 |
Unsecured debt | Term loan E | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.92% | |
Principal amount | $ 130,000 | 125,000 |
Loans payable with variable rates of interest | $ 5,000 | |
Fixed rate mortgages payable | Fixed rate mortgages payable | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.82% | |
Principal amount | $ 285,075 | $ 299,570 |
DEBT FINANCING - Narrative (Det
DEBT FINANCING - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Jan. 03, 2023 | Jan. 02, 2023 | Dec. 31, 2022 |
Revolving line of credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 1,955 | $ 405 | ||
Borrowing capacity expansion | 2,500 | |||
Unsecured debt | 2023 Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 175 | |||
Unsecured debt | 2028 Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 120 | |||
Interest rate (percent) | 5.61% | |||
Effective interest rate (percent) | 5.75% | |||
Revolving line of credit | Revolving line of credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 950 | 650 | ||
Revolving line of credit remaining borrowing capacity | $ 393.6 | |||
Effective interest rate (percent) | 6.45% | |||
Term loan A | Unsecured debt | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 125 | |||
Effective interest rate (percent) | 0% | |||
Term loan B | Unsecured debt | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 275 | $ 250 | ||
Effective interest rate (percent) | 3.26% | |||
Term loan C | Unsecured debt | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 325 | 225 | ||
Effective interest rate (percent) | 3.21% | |||
Term loan D | Unsecured debt | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 275 | 175 | ||
Effective interest rate (percent) | 2.92% | |||
Term loan E | Unsecured debt | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 130 | $ 125 | ||
Effective interest rate (percent) | 4.92% | |||
Letter of credit | Revolving line of credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 6.4 |
DEBT FINANCING - Future Debt Ob
DEBT FINANCING - Future Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Scheduled Principal and Maturity Payments | ||
Remainder of 2023 | $ 62,318 | |
2024 | 296,964 | |
2025 | 327,185 | |
2026 | 312,322 | |
2027 | 637,369 | |
2028 | 340,624 | |
Thereafter | 1,673,293 | |
Total principal | 3,650,075 | $ 3,560,570 |
Amortization of Premium and Unamortized Debt Issuance Costs | ||
Remainder of 2023 | (1,546) | |
2024 | (2,892) | |
2025 | (1,840) | |
2026 | (1,534) | |
2027 | (1,036) | |
2028 | (826) | |
Thereafter | (854) | |
Total amortization of premium and unamortized debt issuance costs | (10,528) | |
Total | ||
Remainder of 2023 | 60,772 | |
2024 | 294,072 | |
2025 | 325,345 | |
2026 | 310,788 | |
2027 | 636,333 | |
2028 | 339,798 | |
Thereafter | 1,672,439 | |
Total debt | $ 3,639,547 | $ 3,551,179 |
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, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||||
Net income | $ 45,476 | $ 40,392 | $ 48,425 | $ 44,786 | $ 85,868 | $ 93,211 |
Net income attributable to noncontrolling interests | (16,028) | (23,387) | (27,461) | (42,945) | ||
Net income attributable to National Storage Affiliates Trust | 29,448 | 25,038 | 58,407 | 50,266 | ||
Distributions to preferred shareholders | (5,119) | (3,382) | (8,799) | (6,661) | ||
Distributed and undistributed earnings allocated to participating securities | (13) | (14) | (31) | (28) | ||
Net income attributable to common shareholders, diluted | 24,316 | 21,642 | 49,577 | 43,577 | ||
Net income attributable to common shareholders, basic | $ 24,316 | $ 21,642 | $ 49,577 | $ 43,577 | ||
Weighted average shares outstanding - diluted (in shares) | 88,312 | 91,541 | 88,902 | 91,433 | ||
Denominator | ||||||
Weighted average shares outstanding - basic (in shares) | 88,312 | 91,541 | 88,902 | 91,433 | ||
Earnings (loss) per share - basic (in dollars per share) | $ 0.28 | $ 0.24 | $ 0.56 | $ 0.48 | ||
Earnings (loss) per share - diluted (in dollars per share) | $ 0.28 | $ 0.24 | $ 0.56 | $ 0.48 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 shares | Jun. 30, 2022 shares | Jun. 30, 2023 shares | Jun. 30, 2022 shares | |
NSA OP, LP And DownREIT Partnership | Subordinated performance units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unit conversion ratio | 1 | |||
Minimum conversion period (in years) | 2 years | |||
NSA OP, LP | OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unit conversion ratio | 1 | 1 | ||
NSA OP, LP | LTIP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unit conversion ratio | 1 | |||
DownREIT Partnership | OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Unit conversion ratio | 1 | |||
LTIP units with vesting based on service or market condition | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Equity interests excluded from computation of diluted earnings per share (in shares) | 501,311 | |||
LTIP units with vesting based on future acquisitions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Equity interests excluded from computation of diluted earnings per share (in shares) | 252,894 | |||
OP units, DownREIT OP units, Subordinated performance units, DownREIT subordinated performance units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Equity interests excluded from computation of diluted earnings per share (in shares) | 59,800,000 | 58,400,000 | 59,500,000 | 58,300,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 01, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||
Payroll and related costs reimbursed to the PROs by the Company | $ 57,094 | $ 53,188 | $ 113,577 | $ 102,546 | |
Series MI | |||||
Related Party Transaction [Line Items] | |||||
Issuance of shares, net of offering costs (in shares) | 926,623 | ||||
OP Units | |||||
Related Party Transaction [Line Items] | |||||
Conversion of units (in shares) | 2,545,063 | ||||
Affiliated entity | Mr. Nordhagen | Series MI | |||||
Related Party Transaction [Line Items] | |||||
Conversion of units (in shares) | 163,128 | ||||
Affiliated entity | Mr. Nordhagen | OP Units | |||||
Related Party Transaction [Line Items] | |||||
Conversion of units (in shares) | 448,047 | ||||
Affiliated entity | Mr. Cramer | Series MI | |||||
Related Party Transaction [Line Items] | |||||
Conversion of units (in shares) | 74,617 | ||||
Affiliated entity | Mr. Cramer | OP Units | |||||
Related Party Transaction [Line Items] | |||||
Conversion of units (in shares) | 204,943 | ||||
Supervisory and Administrative Fee Agreement | Affiliate | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Selling, General and Administrative Expense | 5,400 | 5,600 | 10,600 | 10,900 | |
Payroll Services | Management | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Payroll and related costs reimbursed to the PROs by the Company | 6,500 | 7,100 | 13,100 | 14,100 | |
Due Diligence Costs | Management | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Operating Costs and Expenses | $ 0 | $ 400 | |||
Due Diligence Costs | Affiliated entity | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Operating Costs and Expenses | $ 0 | $ 200 | |||
Minimum | Supervisory and Administrative Fee Agreement | Management | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Supervisory and administrative fee agreement of gross revenue, percent | 5% | ||||
Maximum | Supervisory and Administrative Fee Agreement | Management | Participating Regional Operator (PRO) | |||||
Related Party Transaction [Line Items] | |||||
Supervisory and administrative fee agreement of gross revenue, percent | 6% |
FAIR VALUE MEASUREMENTS - Inter
FAIR VALUE MEASUREMENTS - Interest Swap Derivatives (Details) - Interest Rate Swap - Designated as Hedging Instrument $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) property | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of Contracts | property | 17 | 19 | |
Notional Amount | $ 1,410,000 | $ 1,410,000 | |
Fair value, other assets, net | 49,006 | 51,466 | |
Fair value, interest rate swap liabilities | 0 | $ (483) | |
Level 2 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | |||
Fair value at beginning of period | 50,983 | $ (33,757) | |
Swap ineffectiveness | 2 | ||
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) | (17,250) | 8,260 | |
Unrealized gains on interest rate swaps included in accumulated other comprehensive income (loss) | 15,273 | 53,169 | |
Fair value of end of period | $ 49,006 | $ 27,674 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 16, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Unrealized losses | $ 34,100 | $ 34,100 | |||
Designated as Hedging Instrument | Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | 1,410,000 | $ 1,410,000 | $ 1,410,000 | ||
Weighted average remaining term | 3 years | ||||
Designated as Hedging Instrument | Forward Starting Swaps | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 25,000 | $ 50,000 | |||
Realized loss on derivative instrument | $ 1,600 | ||||
Derivative term (in years) | 10 years | ||||
Designated as Hedging Instrument | Forward Starting Swaps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate | 3.25% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Notes | $ 1,350,000 | $ 1,230,000 |
Mortgage Notes | 285,075 | 299,570 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Notes | 1,121,077 | 1,014,153 |
Mortgage Notes | $ 270,042 | $ 282,758 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Aug. 08, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||
Consideration in acquisition transaction | $ 13,778 | $ 160,536 | $ 174,314 | |
Acquisition, cash | 8,167 | 9,920 | 18,087 | |
Value of equity | $ 5,577 | $ 150,531 | $ 156,108 | |
Subsequent Event | Self Storage Property Acquisition | ||||
Subsequent Event [Line Items] | ||||
Consideration in acquisition transaction | $ 17,800 | |||
Acquisition, cash | 7,800 | |||
Value of equity | $ 9,900 |