COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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) | 74,964,186 | |
Entity Central Index Key | 0001618563 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share | |
Trading Symbol | NSA Pr B | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Real estate | ||
Self storage properties | $ 5,797,653 | $ 5,792,174 |
Less accumulated depreciation | (919,723) | (874,359) |
Self storage properties, net | 4,877,930 | 4,917,815 |
Cash and cash equivalents | 64,233 | 64,980 |
Restricted cash | 24,847 | 22,713 |
Debt issuance costs, net | 7,731 | 8,442 |
Investment in unconsolidated real estate ventures | 240,025 | 211,361 |
Other assets, net | 130,015 | 134,002 |
Assets held for sale, net | 0 | 550,199 |
Operating lease right-of-use assets | 22,084 | 22,299 |
Total assets | 5,366,865 | 5,931,811 |
Liabilities | ||
Debt financing | 3,285,547 | 3,658,205 |
Accounts payable and accrued liabilities | 87,875 | 92,766 |
Interest rate swap liabilities | 0 | 3,450 |
Operating lease liabilities | 24,009 | 24,195 |
Deferred revenue | 22,362 | 27,354 |
Total liabilities | 3,419,793 | 3,805,970 |
Commitments and contingencies (Note 11) | ||
Equity | ||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 authorized, 76,873,100 and 82,285,995 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 769 | 823 |
Additional paid-in capital | 1,347,512 | 1,509,563 |
Distributions in excess of earnings | (439,741) | (449,907) |
Accumulated other comprehensive income | 27,836 | 21,058 |
Total shareholders' equity | 1,277,027 | 1,422,188 |
Noncontrolling interests | 670,045 | 703,653 |
Total equity | 1,947,072 | 2,125,841 |
Total liabilities and equity | 5,366,865 | 5,931,811 |
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 | $ 115,212 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 76,873,100 | 82,285,995 |
Common shares of beneficial interest, issued (in shares) | 76,873,100 | 82,285,995 |
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 | $ 0.01 |
Preferred shares of beneficial interest, authorized (in shares) | 7,000,000 | 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 | 5,668,128 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUE | ||
Rental revenue | $ 180,382 | $ 194,129 |
Total revenue | 196,148 | 207,993 |
OPERATING EXPENSES | ||
Property operating expenses | 54,694 | 56,483 |
General and administrative expenses | 15,674 | 14,821 |
Depreciation and amortization | 47,331 | 55,458 |
Other | 3,492 | 1,173 |
Total operating expenses | 121,191 | 127,935 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (38,117) | (37,948) |
Loss on early extinguishment of debt | 0 | (758) |
Equity in (losses) earnings of unconsolidated real estate ventures | (1,630) | 1,678 |
Acquisition costs | (507) | (844) |
Non-operating income (expense) | 98 | (598) |
Gain on sale of self storage properties | 61,173 | 0 |
Other income (expense), net | 21,017 | (38,470) |
Income before income taxes | 95,974 | 41,588 |
Income tax expense | (886) | (1,196) |
Net income | 95,088 | 40,392 |
Net income attributable to noncontrolling interests | (36,061) | (11,433) |
Net income attributable to National Storage Affiliates Trust | 59,027 | 28,959 |
Distributions to preferred shareholders | (5,110) | (3,962) |
Net income attributable to common shareholders | $ 53,917 | $ 24,997 |
EARNINGS PER SHARE | ||
Earnings per share - basic (in dollars per share) | $ 0.67 | $ 0.28 |
Earnings per share - diluted (in dollars per share) | $ 0.65 | $ 0.24 |
Weighted average shares outstanding - basic (in shares) | 80,236 | 89,499 |
Weighted average shares outstanding - diluted (in shares) | 138,148 | 148,622 |
Dividends declared per common share (in dollars per share) | $ 0.56 | $ 0.55 |
Other property-related revenue | ||
REVENUE | ||
Revenue | $ 6,692 | $ 6,807 |
Management fees and other revenue | ||
REVENUE | ||
Revenue | $ 9,074 | $ 7,057 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 95,088 | $ 40,392 |
Other comprehensive income (loss) | ||
Unrealized gain (loss) on derivative contracts | 20,413 | (12,953) |
Reclassification of other comprehensive income to interest expense | (9,314) | (7,761) |
Other comprehensive income (loss) | 11,099 | (20,714) |
Comprehensive income | 106,187 | 19,678 |
Comprehensive income attributable to noncontrolling interests | (39,781) | (4,881) |
Comprehensive income attributable to National Storage Affiliates Trust | $ 66,406 | $ 14,797 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Distributions In Excess Of Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
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 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of preferred shares (in shares) | 5,668,128 | ||||||
Issuance of preferred shares | 113,274 | $ 115,212 | (1,938) | ||||
Acquisition of properties | 37,257 | 37,257 | |||||
Issuance of Series A-1 preferred units | 750 | 750 | |||||
Redemptions of OP Units (in shares) | 67,431 | ||||||
Redemptions of OP 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 | ||||||
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 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, 2023 | 14,685,716 | ||||||
Beginning balances at Dec. 31, 2023 | $ 2,125,841 | $ 340,651 | $ 823 | 1,509,563 | (449,907) | 21,058 | 703,653 |
Beginning balances, common stock (in shares) at Dec. 31, 2023 | 82,285,995 | 82,285,995 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Redemptions of OP Units (in shares) | 72,802 | ||||||
Redemptions of OP Units | $ (381) | $ 1 | 1,025 | 19 | (1,426) | ||
Repurchase of common shares (in shares) | (5,491,925,000) | (5,491,925) | |||||
Repurchase of common shares | $ (203,573) | $ (55) | (203,518) | ||||
Effect of changes in ownership for consolidated entities | 0 | 40,676 | (620) | (40,056) | |||
Equity-based compensation expense | 1,855 | 109 | 1,746 | ||||
Issuance of restricted common shares (in shares) | 8,886 | ||||||
Issuance of restricted common shares | 0 | 0 | |||||
Vesting and forfeitures of restricted common shares, net (in shares) | (2,658) | ||||||
Vesting and forfeitures of restricted common shares, net | (88) | (88) | |||||
Equity offering costs | (255) | (255) | |||||
Preferred share dividends | (5,110) | (5,110) | |||||
Common share dividends | (43,751) | (43,751) | |||||
Distributions to noncontrolling interests | (33,653) | (33,653) | |||||
Other comprehensive loss | 11,099 | 7,379 | 3,720 | ||||
Net income | 95,088 | 59,027 | 36,061 | ||||
Ending balances, preferred stock (in shares) at Mar. 31, 2024 | 14,685,716 | ||||||
Ending balances at Mar. 31, 2024 | $ 1,947,072 | $ 340,651 | $ 769 | $ 1,347,512 | $ (439,741) | $ 27,836 | $ 670,045 |
Ending balances, common stock (in shares) at Mar. 31, 2024 | 76,873,100 | 76,873,100 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING ACTIVITIES | ||
Net income | $ 95,088 | $ 40,392 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 47,331 | 55,458 |
Amortization of debt issuance costs | 1,709 | 1,600 |
Amortization of debt discount and premium, net | (255) | (150) |
Gain on sale of self storage properties | (61,173) | 0 |
Other | 0 | 969 |
Equity-based compensation expense | 1,855 | 1,649 |
Equity in losses (earnings) of unconsolidated real estate ventures | 1,630 | (1,678) |
Distributions from unconsolidated real estate ventures | 5,479 | 5,981 |
Change in assets and liabilities, net of effects of self storage property acquisitions: | ||
Other assets | 13,010 | 7,730 |
Accounts payable and accrued liabilities | (5,681) | (3,043) |
Deferred revenue | (4,992) | 845 |
Net Cash Provided by Operating Activities | 94,001 | 109,753 |
INVESTING ACTIVITIES | ||
Acquisition of self-storage properties | 0 | (9,920) |
Capital expenditures | (5,374) | (8,450) |
Deposits and advances for self storage properties and other acquisitions | 0 | (200) |
Expenditures for corporate furniture, equipment and other | (230) | (678) |
Capital expenditures | (35,774) | 0 |
Acquisition of management company assets and interest in reinsurance company from PRO retirement | 0 | (16,924) |
Net proceeds from sale of self storage properties | 608,777 | 0 |
Net Cash Provided by (Used In) Investing Activities | 567,399 | (36,172) |
FINANCING ACTIVITIES | ||
Borrowings under debt financings | 240,000 | 325,815 |
Redemption of OP units | (381) | 0 |
Repurchase of common shares | (203,528) | (69,311) |
Principal payments under debt financings | (613,401) | (232,459) |
Payment of dividends to common shareholders | (43,751) | (48,755) |
Payment of dividends to preferred shareholders | (5,110) | (3,664) |
Distributions to noncontrolling interests | (33,809) | (34,513) |
Debt issuance costs | 0 | (1,057) |
Equity offering costs | (33) | 0 |
Net Cash Used In Financing Activities | (660,013) | (63,944) |
Increase in Cash, Cash Equivalents and Restricted Cash | 1,387 | 9,637 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 87,693 | 42,199 |
End of period | 89,080 | 51,836 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 33,605 | 29,521 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Issuance of OP Units and subordinated performance units | 0 | 37,257 |
Issuance of Series B preferred shares | 0 | 113,274 |
Other net liabilities assumed | 0 | 85 |
Change in accrued capital spending | $ (125) | $ 463 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 809 consolidated self storage properties in 38 states and Puerto Rico with approximately 51.9 million rentable square feet in approximately 407,000 storage units as of March 31, 2024. These properties are managed with local operational focus and expertise by the Company and its participating regional operators ("PROs"). As of March 31, 2024, the Company directly managed 476 of these self storage properties through its corporate brands of iStorage, SecurCare, Northwest and Move It, and the PROs managed the remaining 333 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"). As of March 31, 2024, the Company also managed through its property management platform an additional portfolio of 241 properties owned by the Company's unconsolidated real estate ventures. These properties contain approximately 16.7 million rentable square feet, configured in approximately 135,000 storage units and located across 24 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures. As of March 31, 2024, in total, the Company operated and held ownership interests in 1,050 self storage properties located across 42 states and Puerto Rico with approximately 68.7 million rentable square feet in approximately 542,000 storage units. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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. On January 3, 2023, the operating partnership, as borrower, the Company, and certain of the operating partnership's subsidiaries, as subsidiary guarantors, entered into a third amended and restated credit agreement with KeyBank National Association, as administrative agent, and a syndicated group of lenders party thereto, which expanded the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion. The Company presented changes in borrowings from certain lenders on a net basis in its prior year interim condensed consolidated statement of cash flows. The Company has corrected this error in the accompanying condensed consolidated statement of cash flows for the quarterly period ended March 31, 2023 to present on a gross basis the constructive receipts and payments under debt financings of $129.8 million and $129.8 million, respectively. The corrections had no impact to the total net cash used in financing activities in any interim period. The Company evaluated this adjustment both qualitatively and quantitatively and has concluded that this adjustment is immaterial to all impacted periods. Principles of Consolidation The Company's financial statements include the accounts of its operating partnership and its controlled subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of entities. When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity ("VIE"), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether the general partner controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates all entities that are VIEs and of which the Company is deemed to be the primary beneficiary. The Company has determined that its operating partnership is a VIE. The sole significant asset of National Storage Affiliates Trust is its investment in its operating partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of its operating partnership. As of March 31, 2024, the Company's operating partnership was the primary beneficiary of, and therefore consolidated, 22 partnerships that are considered VIEs, which owned 49 self storage properties. The net book value of the real estate owned by these VIEs was $415.9 million and $418.9 million as of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and 2023, the Company recognized $5.6 million and $5.5 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 March 31, 2024 and 2023, the Company recognized retail sales of $0.5 million and $0.6 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 the 2016 Joint Venture, the 2018 Joint Venture and the 2024 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 for the 2016 Joint Venture and 2018 Joint Venture 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. The property management fees for the 2024 Joint Venture are equal to 4% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate venture. With respect to the 2016 Joint Venture and 2024 Joint Venture, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture and 2024 Joint Venture properties, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized property management fees, call center fees and platform fees of $4.3 million and $4.2 million, respectively. The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the initial portfolios of each of the 2016 Joint Venture, the 2018 Joint Venture and the 2024 Joint Venture (each as defined in Note 5). The 2023 Joint Venture (as defined in Note 5) does not currently hold any properties. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture, the 2018 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended March 31, 2024 and 2023, the Company recognized acquisition fees of $0 and $0, 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 all 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 March 31, 2024 and 2023, the Company recognized $4.7 million and $2.8 million, respectively, of revenue related to these activities. Gain on sale of self storage properties The Company recognizes gains from disposition of properties 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 25% ownership interest in the earnings (losses) of the unconsolidated real estate ventures, except for the 2024 JV, for which the Company follows the hypothetical liquidation at book value ("HLBV") method. 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 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. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024, the Company did not sell any common shares through the ATM program. As of March 31, 2024, the Company had $169.1 million of capacity remaining under its most recent 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. On December 1, 2023, the Company approved a new share repurchase program authorizing, but not obligating, the repurchase of up to $275.0 million of the Company's common shares 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 three months ended March 31, 2024 the Company repurchased 5,491,925 common shares for approximately $203.5 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 March 31, 2024 and December 31, 2023, units reflecting noncontrolling interests consisted of the following: March 31, 2024 December 31, 2023 Series A-1 preferred units 1,212,340 1,212,340 OP units 37,658,350 37,635,683 Subordinated performance units 7,967,581 7,991,271 LTIP units 866,906 785,932 DownREIT units DownREIT OP units 2,120,491 2,120,491 DownREIT subordinated performance units 4,133,474 4,133,474 Total 53,959,142 53,879,191 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. 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, 2023 to March 31, 2024 was due to 43,556 OP units issued upon the voluntary conversion of 23,690 subordinated performance units and the conversion of 62,330 LTIP units into an equivalent number of OP units, partially offset by the redemption of 72,802 OP units for an equal number of common shares and the redemption of 10,417 OP units for cash. 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, 2023 to March 31, 2024 was due to the voluntary conversion of 23,690 subordinated performance units into 43,556 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, 2023 to March 31, 2024 was due to issuance of 143,304 compensatory LTIP units to employees, net of forfeitures, partially offset by the conversion of 62,330 LTIP units into an equivalent number of OP units. |
SELF STORAGE PROPERTIES
SELF STORAGE PROPERTIES | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
SELF STORAGE PROPERTIES | SELF STORAGE PROPERTIES Self storage properties are summarized as follows (dollars in thousands): March 31, 2024 December 31, 2023 Land $ 1,035,562 $ 1,035,562 Buildings and improvements 4,750,848 4,746,105 Furniture and equipment 11,243 10,507 Total self storage properties 5,797,653 5,792,174 Less accumulated depreciation (919,723) (874,359) Self storage properties, net $ 4,877,930 $ 4,917,815 Depreciation expense related to self storage properties amounted to $45.4 million and $52.1 million during the three months ended March 31, 2024 and 2023, respectively. |
INVESTMENT IN UNCONSOLIDATED RE
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES | INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES 2024 Joint Venture During the three months ended March 31, 2024, a wholly owned subsidiary of the Company (the "2024 NSA Member") entered into an agreement (the "2024 JV Agreement") to form a joint venture (the "2024 Joint Venture") with an affiliate of Heitman Capital Management LLC (the "2024 JV Investor" and, together with the 2024 NSA Member, the "2024 JV Members"). The 2024 Joint Venture was capitalized with approximately $140.8 million in equity (approximately $35.2 million from the 2024 NSA Member in exchange for a 25% ownership interest and approximately $105.6 million from the 2024 JV Investor in exchange for a 75% ownership interest) and proceeds from a $210.0 million interest-only secured debt financing with an interest rate of 6.05% per annum and a term of five years. A subsidiary of the Company is acting as the non-member manager of the 2024 Joint Venture (the "2024 NSA Manager"). The 2024 NSA Manager directs, manages and controls the day-to-day operations and affairs of the 2024 Joint Venture but may not cause the 2024 Joint Venture to make certain major decisions involving the business of the 2024 Joint Venture without the consent of both 2024 JV Members, including the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy. The Company's investment in the 2024 Joint Venture is accounted for using the equity method of accounting and is included in investment in unconsolidated real estate ventures in the Company’s condensed consolidated balance sheets. The Company’s earnings from its investment in the 2024 Joint Venture are presented in equity in earnings (losses) of unconsolidated real estate ventures on the Company’s condensed consolidated statements of operations. During the three months ended March 31, 2024, pursuant to a contribution agreement executed by the 2024 JV Members on December 21, 2023, the Company contributed to the 2024 Joint Venture 56 self storage properties located across seven states, consisting of approximately 3.2 million rentable square feet configured in over 24,000 storage units. 2023 Joint Venture During the three months ended December 31, 2023, the Company, through a newly formed subsidiary (the "2023 NSA Member"), entered into an agreement (the "2023 JV Agreement") to form a joint venture (the "2023 Joint Venture") with a state pension fund advised by Heitman Capital Management LLC (the "2023 JV Investor," together with the 2023 NSA Member, the "2023 JV Members") to acquire and operate self storage properties. The 2023 JV Agreement provides for equity capital contributions by the 2023 JV Members of up to $400.0 million over a twenty-four six A subsidiary of the Company is acting as the non-member manager of the 2023 Joint Venture (the "2023 NSA Manager"). The 2023 NSA Manager directs, manages and controls the day-to-day operations and affairs of the 2023 Joint Venture but may not cause the 2023 Joint Venture to make certain major decisions involving the business of the 2023 Joint Venture without the consent of both 2023 JV Members, including the approval of annual budgets, sales and acquisitions of properties, financings, and certain actions relating to bankruptcy. The Company's investment in the 2023 Joint Venture is accounted for using the equity method of accounting and is included in investment in unconsolidated real estate ventures in the Company’s condensed consolidated balance sheets. The Company’s earnings from its investment in the 2023 Joint Venture are presented in equity in earnings (losses) of unconsolidated real estate ventures on the Company’s condensed consolidated statements of operations. As of March 31, 2024, the 2023 Joint Venture had not completed any acquisition activity and had no operations. 2018 Joint Venture As of March 31, 2024, 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 March 31, 2024, 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 5.7 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 March 31, 2024 and December 31, 2023 (dollars in thousands): March 31, 2024 December 31, 2023 ASSETS Self storage properties $ 2,543,250 $ 2,200,522 Less accumulated depreciation (386,720) (369,412) Self storage properties, net 2,156,530 1,831,110 Other assets 42,052 37,826 Total assets $ 2,198,582 $ 1,868,936 LIABILITIES AND EQUITY Debt financing $ 1,212,507 $ 1,003,223 Other liabilities 27,871 28,333 Equity 958,204 837,380 Total liabilities and equity $ 2,198,582 $ 1,868,936 The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three months ended March 31, 2024 and 2023 (dollars in thousands): Three Months Ended March 31, 2024 2023 Total revenue $ 56,096 $ 53,752 Property operating expenses (17,603) (15,049) Supervisory, administrative and other expenses (3,658) (3,529) Depreciation and amortization (18,206) (17,883) Interest expense (12,100) (10,411) Acquisition and other expenses (59) (232) Net income $ 4,470 $ 6,648 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions The Company did not acquire any self storage properties during the three months ended March 31, 2024. Self storage property acquisitions are accounted for as asset acquisitions and accordingly, transaction costs related to acquisitions are capitalized as part of the basis of the acquired properties. The Company recognizes the estimated fair value of acquired assets and assumed liabilities on the respective dates of such acquisitions. Dispositions During the three months ended March 31, 2024, the Company sold 39 self storage properties to a third party for net proceeds of $265.1 million and contributed 56 self storage properties to the 2024 Joint Venture for net proceeds of $343.7 million. The Company recorded a net gain on the dispositions of $61.2 million. |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS Other assets consist of the following (dollars in thousands): March 31, 2024 December 31, 2023 Customer in-place leases, net of accumulated amortization of $886 and $3,263, respectively $ 562 $ 1,609 Receivables: Trade, net 8,742 9,842 PROs and other affiliates 4,235 7,784 Receivables from unconsolidated real estate ventures 4,943 4,446 Interest rate swaps 37,218 29,610 Prepaid expenses and other 9,002 14,743 Corporate furniture, equipment and other, net 2,699 2,659 Trade names 8,851 8,851 Management contracts, net of accumulated amortization of $7,124 and $6,777, respectively 13,702 14,049 Tenant reinsurance intangible, net of accumulated amortization of $4,187 and $3,839, respectively 31,879 32,227 Goodwill 8,182 8,182 Total $ 130,015 $ 134,002 Amortization expense related to customer in-place leases amounted to $1.0 million and $2.5 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense related to management contracts amounted to $0.3 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense related to the tenant reinsurance intangible amounted to $0.3 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. |
DEBT FINANCING
DEBT FINANCING | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT FINANCING | DEBT FINANCING The Company's outstanding debt as of March 31, 2024 and December 31, 2023 is summarized as follows (dollars in thousands): Interest Rate (1) March 31, 2024 December 31, 2023 Credit Facility: Revolving line of credit 6.71 % $ 138,000 $ 381,000 Term loan B 2.95 % 145,000 275,000 Term loan C 2.93 % 325,000 325,000 Term loan D 3.96 % 275,000 275,000 Term loan E 4.79 % 130,000 130,000 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 May 2026 Senior Unsecured Notes 2.16 % 35,000 35,000 October 2026 Senior Unsecured Notes 6.46 % 65,000 65,000 July 2028 Senior Unsecured Notes 5.75 % 120,000 120,000 October 2028 Senior Unsecured Notes 6.55 % 100,000 100,000 2029 Senior Unsecured Notes 3.98 % 100,000 100,000 August 2030 Senior Unsecured Notes 2.99 % 150,000 150,000 October 2030 Senior Unsecured Notes 6.66 % 35,000 35,000 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 October 2033 Senior Unsecured Notes 6.73 % 50,000 50,000 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 3.61 % 222,228 222,757 Total principal 3,295,228 3,668,757 Unamortized debt issuance costs and debt premium, net (9,681) (10,552) Total debt $ 3,285,547 $ 3,658,205 (1) Represents the effective interest rate as of March 31, 2024. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. As of March 31, 2024, the Company's unsecured credit facility provided for total borrowings of $1.825 billion (the "credit facility") consisting of the following components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to $950.0 million, under which the Company may borrow, repay and re-borrow amounts, (ii) a $145.0 million tranche B term loan facility (the "Term Loan B"), (iii) a $325.0 million tranche C term loan facility (the "Term Loan C"), (iv) a $275.0 million tranche D term loan facility (the "Term Loan D") and (v) a $130.0 million tranche E term loan facility (the "Term Loan E"). As of March 31, 2024, the Company had an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility of $2.370 billion. As of March 31, 2024, the Company had outstanding letters of credit totaling $6.4 million and would have had the capacity to borrow remaining Revolver commitments of $805.6 million while remaining in compliance with the credit facility's financial covenants. At March 31, 2024, the Company was in compliance with all such covenants. Future Debt Obligations Based on existing debt agreements in effect as of March 31, 2024, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (dollars in thousands): Year Ending December 31, Scheduled Principal and Maturity Payments Amortization of Premium and Unamortized Debt Issuance Costs Total Remainder of 2024 $ 166,435 $ (2,378) $ 164,057 2025 327,185 (2,185) 325,000 2026 377,322 (1,840) 375,482 2027 355,369 (1,230) 354,139 2028 385,624 (990) 384,634 2029 487,789 (380) 487,409 Thereafter 1,195,504 (678) 1,194,826 $ 3,295,228 $ (9,681) $ 3,285,547 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023 (dollars in thousands, except per share amounts): Three Months Ended 2024 2023 Earnings per common share - basic and diluted Numerator Net income $ 95,088 $ 40,392 Net income attributable to noncontrolling interests (36,061) (11,433) Net income attributable to National Storage Affiliates Trust 59,027 28,959 Distributions to preferred shareholders (5,110) (3,962) Distributed and undistributed earnings allocated to participating securities (13) (17) Net income attributable to common shareholders - basic 53,904 24,980 Effect of assumed conversion of dilutive securities 35,218 11,305 Net income attributable to common shareholders - diluted $ 89,122 $ 36,285 Denominator Weighted average shares outstanding - basic 80,236 89,499 Effect of dilutive securities: Weighted average OP units outstanding 37,633 38,736 Weighted average DownREIT OP unit equivalents outstanding 2,120 2,120 Weighted average LTIP units outstanding 128 76 Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents 18,031 18,191 Weighted average shares outstanding - diluted 138,148 148,622 Earnings per share - basic $ 0.67 $ 0.28 Earnings per share - diluted $ 0.65 $ 0.24 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 (loss) per share. Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings (loss) 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 months ended March 31, 2024, 562,792 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 months ended March 31, 2024, 208,400 LTIP units that vest upon the future acquisition of properties are excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been attained as of the end of the reported period. 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. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and 2023, the Company incurred $5.1 million and $5.2 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Interest Rate Swaps 14 $ 1,230,000 $ 37,218 $ — As of December 31, 2023 Interest Rate Swaps 17 $ 1,335,000 $ 29,610 $ 3,450 The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands): Fair value at December 31, 2022 $ 50,983 Gains on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (7,761) Unrealized losses on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) (12,953) Fair value at March 31, 2023 $ 30,269 Fair value at December 31, 2023 $ 26,160 (Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (9,355) Unrealized gains and realized (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) 20,413 Fair value at March 31, 2024 $ 37,218 As of March 31, 2024 and December 31, 2023, the Company had outstanding interest rate swaps with aggregate current notional amounts of $1,230.0 million and $1,335.0 million, respectively, designated as cash flow hedges. As of March 31, 2024, the Company's swaps had a weighted average remaining term of approximately 2.85 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 included in other assets and liabilities in the Company's condensed consolidated balance sheets, and the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income (loss) within equity. If the forward rates at March 31, 2024 remain constant, the Company estimates that during the next 12 months, the Company would reclassify into earnings, as a reduction in interest expense, approximately $25.0 million of the unrealized gains and losses included in accumulated other comprehensive income (loss). If market interest rates remain above the 2.62% weighted average fixed rate under these interest rate swaps the Company will continue to receive payments due to it from its counterparties to the interest rate swaps. There were no transfers between levels of the three-tier fair value measurement hierarchy during the three months ended March 31, 2024 and 2023. 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 March 31, 2024, the Company determined that the effect of credit valuation adjustments on the overall valuation of its derivative positions are not significant to the overall valuation of its derivatives. Therefore, the Company has determined that its derivative valuations are appropriately classified in Level 2 of the fair value hierarchy. Fair Value Disclosures The carrying values of cash and cash equivalents, restricted cash, trade receivables, and accounts payable and accrued liabilities reflected in the balance sheets at March 31, 2024 and December 31, 2023, approximate fair value due to the short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing, comprising the Revolver, term loans under our credit facility and our term loan facilities, reflected in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023 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 March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Liabilities Private Placement Notes $ 1,600,000 $ 1,600,000 $ 1,412,658 $ 1,417,147 Mortgage Notes 222,228 222,757 208,835 211,480 (1) Carrying value represents the principal balance outstanding |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. On January 3, 2023, the operating partnership, as borrower, the Company, and certain of the operating partnership's subsidiaries, as subsidiary guarantors, entered into a third amended and restated credit agreement with KeyBank National Association, as administrative agent, and a syndicated group of lenders party thereto, which expanded the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion. The Company presented changes in borrowings from certain lenders on a net basis in its prior year interim condensed consolidated statement of cash flows. The Company has corrected this error in the accompanying condensed consolidated statement of cash flows for the quarterly period ended March 31, 2023 to present on a gross basis the constructive receipts and payments under debt financings of $129.8 million and $129.8 million, respectively. The corrections had no impact to the total net cash used in financing activities in any interim period. The Company evaluated this adjustment both qualitatively and quantitatively and has concluded that this adjustment is immaterial to all impacted periods. |
Principles of Consolidation | Principles of Consolidation |
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. |
Rental Revenue | Rental revenue |
Other property-related revenue and 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 March 31, 2024 and 2023, the Company recognized $5.6 million and $5.5 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 March 31, 2024 and 2023, the Company recognized retail sales of $0.5 million and $0.6 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 the 2016 Joint Venture, the 2018 Joint Venture and the 2024 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 for the 2016 Joint Venture and 2018 Joint Venture 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. The property management fees for the 2024 Joint Venture are equal to 4% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate venture. With respect to the 2016 Joint Venture and 2024 Joint Venture, the call center fee is equal to 1% of each of monthly gross revenues and net sales revenues from the 2016 Joint Venture and 2024 Joint Venture properties, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized property management fees, call center fees and platform fees of $4.3 million and $4.2 million, respectively. The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures subsequent to the initial portfolios of each of the 2016 Joint Venture, the 2018 Joint Venture and the 2024 Joint Venture (each as defined in Note 5). The 2023 Joint Venture (as defined in Note 5) does not currently hold any properties. These fees are based on a percentage of the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture, the 2018 Joint Venture, the 2023 Joint Venture and the 2024 Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an acquired property. During the three months ended March 31, 2024 and 2023, the Company recognized acquisition fees of $0 and $0, 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 all 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 March 31, 2024 and 2023, the Company recognized $4.7 million and $2.8 million, respectively, of revenue related to these activities. |
Gain on sale of self storage properties | Gain on sale of self storage properties |
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 25% ownership interest in the earnings (losses) of the unconsolidated real estate ventures, except for the 2024 JV, for which the Company follows the hypothetical liquidation at book value ("HLBV") method. 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 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) |
Cash and Cash Equivalents | 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. The Company has never experienced a loss that resulted from exceeding federally insured limits. |
Restricted Cash | 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 Estimates |
SHAREHOLDERS' EQUITY AND NONC_2
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of noncontrolling interests | As of March 31, 2024 and December 31, 2023, units reflecting noncontrolling interests consisted of the following: March 31, 2024 December 31, 2023 Series A-1 preferred units 1,212,340 1,212,340 OP units 37,658,350 37,635,683 Subordinated performance units 7,967,581 7,991,271 LTIP units 866,906 785,932 DownREIT units DownREIT OP units 2,120,491 2,120,491 DownREIT subordinated performance units 4,133,474 4,133,474 Total 53,959,142 53,879,191 |
SELF STORAGE PROPERTIES (Tables
SELF STORAGE PROPERTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Schedule of Self Storage Properties | Self storage properties are summarized as follows (dollars in thousands): March 31, 2024 December 31, 2023 Land $ 1,035,562 $ 1,035,562 Buildings and improvements 4,750,848 4,746,105 Furniture and equipment 11,243 10,507 Total self storage properties 5,797,653 5,792,174 Less accumulated depreciation (919,723) (874,359) Self storage properties, net $ 4,877,930 $ 4,917,815 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 (dollars in thousands): March 31, 2024 December 31, 2023 ASSETS Self storage properties $ 2,543,250 $ 2,200,522 Less accumulated depreciation (386,720) (369,412) Self storage properties, net 2,156,530 1,831,110 Other assets 42,052 37,826 Total assets $ 2,198,582 $ 1,868,936 LIABILITIES AND EQUITY Debt financing $ 1,212,507 $ 1,003,223 Other liabilities 27,871 28,333 Equity 958,204 837,380 Total liabilities and equity $ 2,198,582 $ 1,868,936 The following tables present the combined condensed operating information of the Company's unconsolidated real estate ventures for the three months ended March 31, 2024 and 2023 (dollars in thousands): Three Months Ended March 31, 2024 2023 Total revenue $ 56,096 $ 53,752 Property operating expenses (17,603) (15,049) Supervisory, administrative and other expenses (3,658) (3,529) Depreciation and amortization (18,206) (17,883) Interest expense (12,100) (10,411) Acquisition and other expenses (59) (232) Net income $ 4,470 $ 6,648 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following (dollars in thousands): March 31, 2024 December 31, 2023 Customer in-place leases, net of accumulated amortization of $886 and $3,263, respectively $ 562 $ 1,609 Receivables: Trade, net 8,742 9,842 PROs and other affiliates 4,235 7,784 Receivables from unconsolidated real estate ventures 4,943 4,446 Interest rate swaps 37,218 29,610 Prepaid expenses and other 9,002 14,743 Corporate furniture, equipment and other, net 2,699 2,659 Trade names 8,851 8,851 Management contracts, net of accumulated amortization of $7,124 and $6,777, respectively 13,702 14,049 Tenant reinsurance intangible, net of accumulated amortization of $4,187 and $3,839, respectively 31,879 32,227 Goodwill 8,182 8,182 Total $ 130,015 $ 134,002 |
DEBT FINANCING (Tables)
DEBT FINANCING (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's outstanding debt as of March 31, 2024 and December 31, 2023 is summarized as follows (dollars in thousands): Interest Rate (1) March 31, 2024 December 31, 2023 Credit Facility: Revolving line of credit 6.71 % $ 138,000 $ 381,000 Term loan B 2.95 % 145,000 275,000 Term loan C 2.93 % 325,000 325,000 Term loan D 3.96 % 275,000 275,000 Term loan E 4.79 % 130,000 130,000 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 May 2026 Senior Unsecured Notes 2.16 % 35,000 35,000 October 2026 Senior Unsecured Notes 6.46 % 65,000 65,000 July 2028 Senior Unsecured Notes 5.75 % 120,000 120,000 October 2028 Senior Unsecured Notes 6.55 % 100,000 100,000 2029 Senior Unsecured Notes 3.98 % 100,000 100,000 August 2030 Senior Unsecured Notes 2.99 % 150,000 150,000 October 2030 Senior Unsecured Notes 6.66 % 35,000 35,000 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 October 2033 Senior Unsecured Notes 6.73 % 50,000 50,000 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 3.61 % 222,228 222,757 Total principal 3,295,228 3,668,757 Unamortized debt issuance costs and debt premium, net (9,681) (10,552) Total debt $ 3,285,547 $ 3,658,205 (1) Represents the effective interest rate as of March 31, 2024. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings. |
Schedule of Future Debt Maturities | Based on existing debt agreements in effect as of March 31, 2024, the scheduled principal and maturity payments for the Company's outstanding borrowings are presented in the table below (dollars in thousands): Year Ending December 31, Scheduled Principal and Maturity Payments Amortization of Premium and Unamortized Debt Issuance Costs Total Remainder of 2024 $ 166,435 $ (2,378) $ 164,057 2025 327,185 (2,185) 325,000 2026 377,322 (1,840) 375,482 2027 355,369 (1,230) 354,139 2028 385,624 (990) 384,634 2029 487,789 (380) 487,409 Thereafter 1,195,504 (678) 1,194,826 $ 3,295,228 $ (9,681) $ 3,285,547 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 months ended March 31, 2024 and 2023 (dollars in thousands, except per share amounts): Three Months Ended 2024 2023 Earnings per common share - basic and diluted Numerator Net income $ 95,088 $ 40,392 Net income attributable to noncontrolling interests (36,061) (11,433) Net income attributable to National Storage Affiliates Trust 59,027 28,959 Distributions to preferred shareholders (5,110) (3,962) Distributed and undistributed earnings allocated to participating securities (13) (17) Net income attributable to common shareholders - basic 53,904 24,980 Effect of assumed conversion of dilutive securities 35,218 11,305 Net income attributable to common shareholders - diluted $ 89,122 $ 36,285 Denominator Weighted average shares outstanding - basic 80,236 89,499 Effect of dilutive securities: Weighted average OP units outstanding 37,633 38,736 Weighted average DownREIT OP unit equivalents outstanding 2,120 2,120 Weighted average LTIP units outstanding 128 76 Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents 18,031 18,191 Weighted average shares outstanding - diluted 138,148 148,622 Earnings per share - basic $ 0.67 $ 0.28 Earnings per share - diluted $ 0.65 $ 0.24 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Interest Rate Swaps 14 $ 1,230,000 $ 37,218 $ — As of December 31, 2023 Interest Rate Swaps 17 $ 1,335,000 $ 29,610 $ 3,450 The following table presents the effect of our derivative instruments on our consolidated financial statements (dollars in thousands): Fair value at December 31, 2022 $ 50,983 Gains on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (7,761) Unrealized losses on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) (12,953) Fair value at March 31, 2023 $ 30,269 Fair value at December 31, 2023 $ 26,160 (Gains) and losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) (9,355) Unrealized gains and realized (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) 20,413 Fair value at March 31, 2024 $ 37,218 |
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 March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Liabilities Private Placement Notes $ 1,600,000 $ 1,600,000 $ 1,412,658 $ 1,417,147 Mortgage Notes 222,228 222,757 208,835 211,480 (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 | 3 Months Ended |
Mar. 31, 2024 ft² property storage_unit state metropolitan_statistical_area | |
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 | 1,050 |
Number of states in which self storage properties are located | state | 42 |
Total rentable square feet in self storage properties | ft² | 68.7 |
Self storage properties | 476 |
Self storage properties, remaining | 333 |
Number of units in real estate property | storage_unit | 542 |
Consolidated properties | |
Schedule of Equity Method Investments [Line Items] | |
Number of self storage properties | 809 |
Number of states in which self storage properties are located | state | 38 |
Total rentable square feet in self storage properties | ft² | 51.9 |
Number of storage units | storage_unit | 407 |
Unconsolidated properties | Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Number of self storage properties | 241 |
Number of states in which self storage properties are located | state | 24 |
Total rentable square feet in self storage properties | ft² | 16.7 |
Number of units in real estate property | storage_unit | 135 |
Unconsolidated properties | Joint Venture | 2018 Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Number of self storage properties | 104 |
Number of states in which self storage properties are located | state | 17 |
Total rentable square feet in self storage properties | ft² | 7.8 |
Number of units in real estate property | storage_unit | 64 |
Company's equity interest in unconsolidated real estate ventures (percent) | 25% |
Unconsolidated properties | Joint Venture | 2016 Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Number of self storage properties | 81 |
Number of states in which self storage properties are located | state | 13 |
Total rentable square feet in self storage properties | ft² | 5.7 |
Number of units in real estate property | storage_unit | 47 |
Company's equity interest in unconsolidated real estate ventures (percent) | 25% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) property partnership | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 03, 2023 USD ($) | Jan. 02, 2023 USD ($) | |
Variable Interest Entity [Line Items] | |||||
Constructive receipts under debt financings | $ 240,000 | $ 325,815 | |||
Constructive payments under debt financings | $ 613,401 | $ 232,459 | |||
Number of self storage properties | property | 1,050 | ||||
Net book value of real estate owned | $ 4,877,930 | $ 4,917,815 | |||
Carrying value of fixed rate mortgages | $ 3,295,228 | 3,668,757 | |||
VIE, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Number of partnerships considered to be VIEs | partnership | 22 | ||||
Number of self storage properties | property | 49 | ||||
Net book value of real estate owned | $ 415,900 | 418,900 | |||
Revision of Prior Period, Adjustment | |||||
Variable Interest Entity [Line Items] | |||||
Constructive receipts under debt financings | 129,800 | ||||
Constructive payments under debt financings | 129,800 | ||||
Mortgages | Fixed Rate Mortgages payable | |||||
Variable Interest Entity [Line Items] | |||||
Carrying value of fixed rate mortgages | 222,228 | 222,757 | |||
Mortgages | Fixed Rate Mortgages payable | VIE, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
Carrying value of fixed rate mortgages | 188,700 | $ 188,700 | |||
Line of Credit | Credit Facility | |||||
Variable Interest Entity [Line Items] | |||||
Maximum borrowing capacity | $ 1,825,000 | $ 1,955,000 | $ 405,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Tenant Insurance and Tenant Warranty Protection Plan Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 5,600,000 | $ 5,500,000 |
Retail Products and Supplies | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 500,000 | 600,000 |
Property Management, Call Center, and Platform Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,300,000 | 4,200,000 |
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% | |
Property Management, Call Center, and Platform Fees | 2024 Joint Venture | ||
Disaggregation of Revenue [Line Items] | ||
Property management fees as percent of monthly gross revenues and net sales revenue of unconsolidated real estate venture assets | 4% | |
Acquisition Fees | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 0 | 0 |
Tenant Warranty Protection or Tenant Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 4,700,000 | $ 2,800,000 |
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 | |||||||
Mar. 15, 2023 | Feb. 27, 2019 USD ($) $ / shares | Mar. 31, 2024 USD ($) property $ / shares shares | Mar. 31, 2023 shares | Dec. 31, 2023 $ / shares | Dec. 01, 2023 USD ($) | Jul. 11, 2022 USD ($) | 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 | |||||
Authorized amount | $ | $ 275 | $ 400 | ||||||
Repurchase of common shares (in shares) | 5,491,925,000 | |||||||
Stock repurchased | $ | $ 203.5 | |||||||
Number of self storage properties | property | 1,050 | |||||||
Common Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Repurchase of common shares (in shares) | 5,491,925 | 1,622,874 | ||||||
Redemptions/conversions of units (in shares) | 72,802 | 67,431 | ||||||
Series B Preferred Shares | NSA OP, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred share/unit dividend rate (percent) | 6% | |||||||
Preferred units stated value (in dollars per share) | $ / shares | $ 25 | |||||||
Series A-1 preferred units | NSA OP, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred share/unit dividend rate (percent) | 6% | |||||||
Unit conversion ratio | 1 | |||||||
OP units | NSA OP, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Unit conversion ratio | 1 | |||||||
Redemptions/conversions of units (in shares) | 10,417 | |||||||
OP units | NSA OP, LP | Common Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Redemptions/conversions of units (in shares) | 72,802 | |||||||
OP units | NSA OP, LP | Asset Acquisition From Retiredment Of Move It | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of shares/units (in shares) | 43,556 | |||||||
OP units | DownREIT Partnership | ||||||||
Class of Stock [Line Items] | ||||||||
Unit conversion ratio | 1 | |||||||
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] | ||||||||
Unit conversion, lock out period (in years) | 2 years | |||||||
Subordinated performance units | NSA OP, LP | Asset Acquisition From Retiredment Of Move It | ||||||||
Class of Stock [Line Items] | ||||||||
Redemptions/conversions of units (in shares) | 23,690 | |||||||
Subordinated performance units | DownREIT Partnership | ||||||||
Class of Stock [Line Items] | ||||||||
Unit conversion ratio | 1 | |||||||
Minimum conversion period (in years) | 5 years | |||||||
LTIP units | NSA OP, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Unit conversion ratio | 1 | |||||||
Issuance of shares/units (in shares) | 143,304 | |||||||
Conversion of units (in shares) | 62,330 | |||||||
Series A preferred shares | NSA OP, LP | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units cash redemption price (in dollars per share) | $ / shares | $ 25 | |||||||
At The Market Program | ||||||||
Class of Stock [Line Items] | ||||||||
Value of common and preferred shares authorized under ATM program | $ | $ 250 | $ 400 | ||||||
Preferred share/unit dividend rate (percent) | 6% | |||||||
Value of remaining available offered shares | $ | $ 169.1 | $ 31 | ||||||
At The Market Program | Common Shares of Beneficial Interest, $0.01 par value per share | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 0 |
SHAREHOLDERS' EQUITY AND NONC_4
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS - Equity Interests (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Partnership Subsidiaries | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 53,959,142 | 53,879,191 |
Series A-1 preferred units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 1,212,340 | 1,212,340 |
OP units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 37,658,350 | 37,635,683 |
OP units | DownREIT Partnership | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 2,120,491 | 2,120,491 |
Subordinated performance units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 7,967,581 | 7,991,271 |
Subordinated performance units | DownREIT Partnership | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 4,133,474 | 4,133,474 |
LTIP units | NSA OP, LP | ||
Noncontrolling Interest [Line Items] | ||
Outstanding equity interest (in shares) | 866,906 | 785,932 |
SELF STORAGE PROPERTIES (Detail
SELF STORAGE PROPERTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Real Estate [Abstract] | |||
Land | $ 1,035,562 | $ 1,035,562 | |
Buildings and improvements | 4,750,848 | 4,746,105 | |
Furniture and equipment | 11,243 | 10,507 | |
Total self storage properties | 5,797,653 | 5,792,174 | |
Less accumulated depreciation | (919,723) | (874,359) | |
Self storage properties, net | 4,877,930 | $ 4,917,815 | |
Depreciation expense related to self storage properties | $ 45,400 | $ 52,100 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Narrative (Details) storage_unit in Thousands, $ in Thousands, ft² in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) ft² property storage_unit state | Dec. 31, 2023 USD ($) extension_period | |
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | property | 1,050 | |
Number of states in which self storage properties are located | state | 42 | |
Rentable square feet in self storage properties | ft² | 68.7 | |
Investment in unconsolidated real estate ventures | $ 240,025 | $ 211,361 |
Number of units in real estate property | storage_unit | 542 | |
2024 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Real estate investments, joint ventures | $ 210,000 | |
Company's equity interest in unconsolidated real estate ventures (percent) | 6.05% | |
Real estate investments, joint ventures, maturity period | 5 years | |
2023 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Real estate investments, joint ventures, maturity period | 24 months | |
Number of extension periods | extension_period | 2 | |
Extension period | 6 months | |
Joint Venture | 2024 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Real estate investments, joint ventures | $ 140,800 | |
2024 NSA Member | 2024 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Real estate investments, joint ventures | $ 35,200 | |
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
2024 JV Investor | 2024 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Real estate investments, joint ventures | $ 105,600 | |
Company's equity interest in unconsolidated real estate ventures (percent) | 75% | |
Number of self storage properties | property | 56 | |
Number of states in which self storage properties are located | state | 7 | |
Rentable square feet in self storage properties | ft² | 3.2 | |
Number of storage units | storage_unit | 24 | |
2023 JV Members | 2023 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 75% | |
Investment in unconsolidated real estate ventures | $ 400,000 | |
2023 NSA Member | 2023 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
Unconsolidated properties | Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of self storage properties | property | 241 | |
Number of states in which self storage properties are located | state | 24 | |
Rentable square feet in self storage properties | ft² | 16.7 | |
Number of units in real estate property | storage_unit | 135 | |
Unconsolidated properties | Joint Venture | 2018 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
Number of self storage properties | property | 104 | |
Number of states in which self storage properties are located | state | 17 | |
Rentable square feet in self storage properties | ft² | 7.8 | |
Number of units in real estate property | storage_unit | 64 | |
Unconsolidated properties | Joint Venture | 2016 Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Company's equity interest in unconsolidated real estate ventures (percent) | 25% | |
Number of self storage properties | property | 81 | |
Number of states in which self storage properties are located | state | 13 | |
Rentable square feet in self storage properties | ft² | 5.7 | |
Number of units in real estate property | storage_unit | 47 |
INVESTMENT IN UNCONSOLIDATED _4
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Financial Position (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||||
Self storage properties | $ 5,797,653 | $ 5,792,174 | ||
Less accumulated depreciation | (919,723) | (874,359) | ||
Self storage properties, net | 4,877,930 | 4,917,815 | ||
Other assets | 130,015 | 134,002 | ||
Total assets | 5,366,865 | 5,931,811 | ||
LIABILITIES AND EQUITY | ||||
Debt financing | 3,285,547 | 3,658,205 | ||
Equity | 1,947,072 | 2,125,841 | $ 2,405,074 | $ 2,389,014 |
Total liabilities and equity | 5,366,865 | 5,931,811 | ||
Joint Venture | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
ASSETS | ||||
Self storage properties | 2,543,250 | 2,200,522 | ||
Less accumulated depreciation | (386,720) | (369,412) | ||
Self storage properties, net | 2,156,530 | 1,831,110 | ||
Other assets | 42,052 | 37,826 | ||
Total assets | 2,198,582 | 1,868,936 | ||
LIABILITIES AND EQUITY | ||||
Debt financing | 1,212,507 | 1,003,223 | ||
Other liabilities | 27,871 | 28,333 | ||
Equity | 958,204 | 837,380 | ||
Total liabilities and equity | $ 2,198,582 | $ 1,868,936 |
INVESTMENT IN UNCONSOLIDATED _5
INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES - Condensed Operating Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Total revenue | $ 196,148 | $ 207,993 |
Property operating expenses | (54,694) | (56,483) |
Depreciation and amortization | (47,331) | (55,458) |
Interest expense | (38,117) | (37,948) |
Net income attributable to National Storage Affiliates Trust | 59,027 | 28,959 |
Joint Venture | Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||
Related Party Transaction [Line Items] | ||
Total revenue | 56,096 | 53,752 |
Property operating expenses | (17,603) | (15,049) |
Supervisory, administrative and other expenses | (3,658) | (3,529) |
Depreciation and amortization | (18,206) | (17,883) |
Interest expense | (12,100) | (10,411) |
Acquisition and other expenses | (59) | (232) |
Net income attributable to National Storage Affiliates Trust | $ 4,470 | $ 6,648 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) property | |
Asset Acquisition [Line Items] | |
Net gain on disposition | $ 61.2 |
Third Party | |
Asset Acquisition [Line Items] | |
Self storage property disposed | property | 39 |
Net proceeds from sale | $ 265.1 |
Joint Venture | |
Asset Acquisition [Line Items] | |
Self storage property disposed | property | 56 |
Net proceeds from sale | $ 343.7 |
OTHER ASSETS - Schedule of Othe
OTHER ASSETS - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables: | ||
Trade, net | $ 8,742 | $ 9,842 |
Interest rate swaps | 37,218 | 29,610 |
Prepaid expenses and other | 9,002 | 14,743 |
Corporate furniture, equipment and other, net | 2,699 | 2,659 |
Goodwill | 8,182 | 8,182 |
Total | 130,015 | 134,002 |
Related Party | ||
Receivables: | ||
Trade, net | 4,235 | 7,784 |
Receivables from unconsolidated real estate ventures | 4,943 | 4,446 |
Customer in-place leases | ||
Other Assets | ||
Intangibles | 562 | 1,609 |
Accumulated amortization | 886 | 3,263 |
Management contract | ||
Other Assets | ||
Intangibles | 13,702 | 14,049 |
Accumulated amortization | 7,124 | 6,777 |
Tenant reinsurance intangible | ||
Other Assets | ||
Intangibles | 31,879 | 32,227 |
Accumulated amortization | 4,187 | 3,839 |
Trade names | ||
Receivables: | ||
Trade names | $ 8,851 | $ 8,851 |
OTHER ASSETS - Narrative (Detai
OTHER ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Customer in-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1 | $ 2.5 |
Management contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 0.3 | 0.3 |
Tenant reinsurance intangible | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 0.3 | $ 0.3 |
DEBT FINANCING - Debt Summary (
DEBT FINANCING - Debt Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal amount | $ 3,295,228 | $ 3,668,757 |
Unamortized debt issuance costs and debt premium, net | (9,681) | (10,552) |
Total debt | $ 3,285,547 | 3,658,205 |
Line of Credit | Revolving line of credit | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.71% | |
Principal amount | $ 138,000 | 381,000 |
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 | May 2026 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.16% | |
Principal amount | $ 35,000 | 35,000 |
Unsecured debt | October 2026 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.46% | |
Principal amount | $ 65,000 | 65,000 |
Unsecured debt | July 2028 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 5.75% | |
Principal amount | $ 120,000 | 120,000 |
Unsecured debt | October 2028 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.55% | |
Principal amount | $ 100,000 | 100,000 |
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 | October 2030 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.66% | |
Principal amount | $ 35,000 | 35,000 |
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 | October 2033 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 6.73% | |
Principal amount | $ 50,000 | 50,000 |
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 B | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.95% | |
Principal amount | $ 145,000 | 275,000 |
Unsecured debt | Term loan C | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.93% | |
Principal amount | $ 325,000 | 325,000 |
Unsecured debt | Term loan D | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.96% | |
Principal amount | $ 275,000 | 275,000 |
Unsecured debt | Term loan E | Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.79% | |
Principal amount | $ 130,000 | 130,000 |
Mortgages | Fixed Rate Mortgages payable | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 3.61% | |
Principal amount | $ 222,228 | $ 222,757 |
DEBT FINANCING - Narrative (Det
DEBT FINANCING - Narrative (Details) - Credit Facility - USD ($) $ in Millions | Mar. 31, 2024 | Jan. 03, 2023 | Jan. 02, 2023 |
Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 1,825 | $ 1,955 | $ 405 |
Borrowing capacity expansion | 2,370 | ||
Revolving line of credit | Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 950 | ||
Revolving line of credit remaining borrowing capacity | 805.6 | ||
Term loan B | Unsecured debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 145 | ||
Term loan C | Unsecured debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 325 | ||
Term loan D | Unsecured debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 275 | ||
Term loan E | Unsecured debt | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 130 | ||
Letter of credit | Revolving line of credit | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding | $ 6.4 |
DEBT FINANCING - Future Debt Ob
DEBT FINANCING - Future Debt Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Scheduled Principal and Maturity Payments | ||
Remainder of 2024 | $ 166,435 | |
2025 | 327,185 | |
2026 | 377,322 | |
2027 | 355,369 | |
2028 | 385,624 | |
2029 | 487,789 | |
Thereafter | 1,195,504 | |
Total principal | 3,295,228 | $ 3,668,757 |
Amortization of Premium and Unamortized Debt Issuance Costs | ||
Remainder of 2024 | (2,378) | |
2025 | (2,185) | |
2026 | (1,840) | |
2027 | (1,230) | |
2028 | (990) | |
2029 | (380) | |
Thereafter | (678) | |
Total amortization of premium and unamortized debt issuance costs | (9,681) | |
Total | ||
Remainder of 2024 | 164,057 | |
2025 | 325,000 | |
2026 | 375,482 | |
2027 | 354,139 | |
2028 | 384,634 | |
2029 | 487,409 | |
Thereafter | 1,194,826 | |
Total debt | $ 3,285,547 | $ 3,658,205 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net income | $ 95,088 | $ 40,392 |
Net income attributable to noncontrolling interests | (36,061) | (11,433) |
Net income attributable to National Storage Affiliates Trust | 59,027 | 28,959 |
Distributions to preferred shareholders | (5,110) | (3,962) |
Distributed and undistributed earnings allocated to participating securities | (13) | (17) |
Net income attributable to common shareholders - basic | 53,904 | 24,980 |
Effect of assumed conversion of dilutive securities | 35,218 | 11,305 |
Net income attributable to common shareholders - diluted | $ 89,122 | $ 36,285 |
Denominator | ||
Weighted average shares outstanding - basic (in shares) | 80,236 | 89,499 |
Effect of dilutive securities: | ||
Weighted average OP units outstanding (in shares) | 37,633 | 38,736 |
Weighted average DownREIT OP unit equivalents outstanding (in shares) | 2,120 | 2,120 |
Weighted average LTIP units outstanding (in shares) | 128 | 76 |
Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents (in shares) | 18,031 | 18,191 |
Weighted average shares outstanding - diluted (in shares) | 138,148 | 148,622 |
Earnings per share - basic (in dollars per share) | $ 0.67 | $ 0.28 |
Earnings per share - diluted (in dollars per share) | $ 0.65 | $ 0.24 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 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 |
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 |
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) | 5 years |
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) | 562,792 |
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) | 208,400 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Payroll and related costs reimbursed to the PROs by the Company | $ 54,694 | $ 56,483 |
Supervisory and Administrative Fee Agreement | Affiliate | Participating Regional Operator (PRO) | ||
Related Party Transaction [Line Items] | ||
Administrative expense | 5,100 | 5,200 |
Payroll Services | Management | Participating Regional Operator (PRO) | ||
Related Party Transaction [Line Items] | ||
Payroll and related costs reimbursed to the PROs by the Company | $ 6,900 | $ 6,500 |
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) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) contract | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) contract | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | |||
Gains on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) | $ (9,314) | $ (7,761) | |
Unrealized gains and realized (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) | $ 20,413 | (12,953) | |
Interest Rate Swap | Designated as Hedging Instrument | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of Contracts | contract | 14 | 17 | |
Notional Amount | $ 1,230,000 | $ 1,335,000 | |
Fair value, other assets, net | 37,218 | 29,610 | |
Fair value, interest rate swap liabilities | 0 | $ 3,450 | |
Interest Rate Swap | Level 2 | Designated as Hedging Instrument | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis [Roll Forward] | |||
Fair value at beginning of period | 26,160 | 50,983 | |
Gains on interest rate swaps reclassified into interest expense from accumulated other comprehensive income (loss) | (9,355) | (7,761) | |
Unrealized gains and realized (losses) on interest rate swaps and forward starting swaps included in accumulated other comprehensive income (loss) | 20,413 | (12,953) | |
Fair value at end of period | $ 37,218 | $ 30,269 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 24, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 16, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | $ 25,000 | ||||
Designated as Hedging Instrument | Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | 1,230,000 | $ 1,335,000 | |||
Designated as Hedging Instrument | Interest Rate Swap | Cash Flow Hedging | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 1,230,000 | $ 1,335,000 | |||
Weighted average remaining term | 2 years 10 months 6 days | ||||
Weighted average fixed rate (percent) | 2.62% | ||||
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 gain (loss), cash flow hedge | $ 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Notes | $ 1,600,000 | $ 1,600,000 |
Mortgage Notes | 222,228 | 222,757 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Private Placement Notes | 1,412,658 | 1,417,147 |
Mortgage Notes | $ 208,835 | $ 211,480 |