O U R C O R E V A L U E S
ACCOUNTABILITY
HUMILITY
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GROWTH STRATEGY
COMPASSION
INTEGRITY
2 0 2 1 A N N U A L R E P O R T
N AT I O N A L S TO R AG E A F F I L I AT E S .C O M
DEAR FELLOW SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS
DEAR FELLOW SHAREHOLDERS
2021 was truly a year that goes down in the books
as a record-setting year for our Company.
We ended the year on a high note, achieving some of the
strongest operating results in the history of the self storage
industry. The unprecedented demand for self storage, combined
with the benefi ts of our differentiated Participating Regional
Operator (PRO) structure, drove a sector-leading, banner year
for NSA, including:
Record same store revenue growth of 15.1%,
Record same store net operating income (NOI)
growth of 19.8%,
Acquisition volume of $2.2 billion, the highest in
our history, and
Sector-leading Core FFO per share growth of 32%,
also the highest in our history.
With these record results, it’s not surprising we were able to
continue to grow our dividend with three quarterly increases
in 2021, resulting in dividends paid growing 18% in 2021, and
continuing our track record of robust annual dividend growth
since our IPO in 2015.
We’re most proud of our record-breaking Total Shareholder
Return of 98% for 2021, more than doubling the total returns
of the MSCI US REIT index (RMZ), which rose 43% in 2021.
Those healthy returns further contributed to our outperformance
since our IPO.
2021 TOTAL RETURN
120%
98%
100%
85%
80%
60%
40%
20%
43%
29%
TOTAL RETURN SINCE IPO
604%
700%
600%
500%
400%
300%
200%
100%
228%
157%
94%
82%
0%
NSA
Storage
Peer Avg.
S&P
500
Russell
2000
RMZ
Source: S&P Global Market Intelligence
Our multi-faceted growth strategy continues to
deliver results. Active participation in the consolidation of
the highly fragmented self storage sector continues to be an
integral component of our growth strategy. Our differentiated
PRO structure is a key factor in our ability to execute this strategy.
In 2021, approximately half of our $2.2 billion total acquisition
volume was sourced by our PROs, including over $300 million
from our captive acquisition pipeline.
ACQUISITIONS SINCE IPO
$ Millions
$2,500
$2,000
$1,500
$1,351.40
$1,000
$2,175
$1,651.50
15%
$500
$313
$486.10
$447.80
$565.20
0%
NSA
Storage
Peer Avg.
RMZ
S&P
500
Russell
2000
$0
2015
2016
2017
2018
2019
2020
2021
Source: S&P Global Market Intelligence
Wholly-Owned
Joint Venture
Here is what you can expect from us in 2022:
A keen focus on the integration of the 200-plus properties
we acquired in 2021 while optimizing the revenue growth
opportunities inherent in these properties,
Leveraging our multiple technology platforms to enhance
customer experience and drive revenue growth,
Further demonstrating the strength of our multi-faceted
growth strategy while maintaining our investment and
balance sheet discipline,
Continued exceptional growth in Core FFO per share leading
to increasing dividends and shareholder returns, and
Continued commitment to the environment and the
communities in which we operate through energy saving
initiatives and growth in our charitable efforts.
While the self storage industry has proven its strength and
resilience, NSA has the depth of experience and leadership
talent to maintain our top-tier performance. Our core values of
Integrity, Accountability, Humility and Compassion
remain our true north. We will continue to support our team
members and our PROs as well as each of the communities in
which we operate, all while delivering attractive returns for
all stakeholders.
In closing, we especially thank our team members and PROs
for their tremendous efforts in delivering a record year of
performance, our Board of Trustees for their valued counsel, and
you, our investors, for your continued support.
ARLEN D. NORDHAGEN
Executive Chairman
TAMARA D. FISCHER
President and Chief
Executive Offi cer
It would be a signifi cant oversight if
we didn’t give credit for our record
achievements to our team members
and PROs across the country.
In the face of the second year of
a global pandemic and a very
diffi cult employment market across
the country, our team was able to
deliver sector-leading results on all
key fi nancial metrics while at the
same time closing a record year of
acquisition volume.
Building off a record 2021, we kicked off 2022
with another accretive event—the retirement of
Northwest Self Storage, one of our founding PROs.
The retirement of Northwest, the second of our founding PROs
to make this decision, was effective on January 1, 2022. The
transfer of management of the properties to NSA’s corporate
platforms was seamless and the transaction is expected to be
accretive to earnings in 2022, demonstrating yet another benefi t
of the PRO structure to NSA shareholders.
Our robust growth is supported by attractive
industry fundamentals. The self storage industry continues
to benefi t from healthy customer demand which has driven
occupancy levels to record highs, in turn supporting strong rental
rate growth. Meanwhile, new supply of self storage facilities is
likely to remain muted through 2022 and well into 2023, due in
part to delays in the permitting and approval process combined
with supply chain diffi culties and rising land, material and labor
costs. The combination of these factors leads to a favorable
backdrop for 2022. We believe primary headwinds in 2022 may
come from increasing geopolitical and macroeconomic risk factors,
which could ultimately slow the economy.
ARLEN D. NORDHAGEN
TAMARA D. FISCHER
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
ESG HIGHLIGHTS
Charitable Initiatives:
In 2021, NSA donated the equivalent of over 750,000 meals in partnership with Feeding America,
a nationwide network of food banks that feeds more than 40 million people through food pantries
and meal programs in communities across America and leads the nation in the fi ght against hunger.
Environmental:
Over 890 of our properties, or approximately 85% of our portfolio, benefi t from
LED lighting, which reduces energy consumption and lowers our utility costs.
Corporate Governance:
Our ESG steering committee was formed in 2019 and reports to the CNCG committee
of the Board. Our ESG steering committee assists our Board and the CNCG committee in setting
NSA’s strategy with respect to environmental, social and governance related matters.
Diversity and Inclusion:
Approximately 59% of our 1,175 employees are women and
approximately 33% self-identifi ed as racially or ethnically diverse.
Employee Development:
NSA provides effective, effi cient, and engaging learning solutions that help
our employees train for today, learn for tomorrow, and develop for the future.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-37351
National Storage Affiliates Trust
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
46-5053858
(I.R.S. Employer
Identification No.)
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip code)
(720) 630-2600
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Shares of Beneficial Interest, $0.01 par
value per share
Series A Cumulative Redeemable Preferred Shares
of Beneficial Interest, par value $0.01 per share
Trading symbols Name of each exchange on which registered
NSA
New York Stock Exchange
NSA Pr A
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,"
"accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange
Act.
Large Accelerated Filer
Non-accelerated Filer
☒
☐
Accelerated Filer
☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common shares of beneficial interest of National Storage
Affiliates Trust held by non-affiliates of National Storage Affiliates Trust was approximately $3.9 billion as of
June 30, 2021. As of February 24, 2022, 91,394,351 common shares of beneficial interest, $0.01 par value per share,
were outstanding.
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement for its annual meeting of shareholders are incorporated by
reference into Part III of this Annual Report on Form 10-K.
Auditor Name: KPMG LLP
Auditor Location: Denver, Colorado
Auditor Firm ID: 185
NATIONAL STORAGE AFFILIATES TRUST
TABLE OF CONTENTS
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2021
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
Page
5
16
31
31
33
33
34
36
37
55
55
55
55
56
56
56
56
56
57
57
60
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
16.
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FORWARD-LOOKING STATEMENTS
National Storage Affiliates Trust and its consolidated subsidiaries (the "Company", "NSA," "we," "our", and
"us") make forward-looking statements in this report that are subject to risks and uncertainties. These forward-
looking statements include information about possible or assumed future results of our business, financial condition,
liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate,"
"estimate," "plan," "continue," "intend," "should," "may," or similar expressions, we intend to identify forward-
looking statements.
The forward-looking statements contained in this report reflect our current views about future events and are
subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may
cause our actual results to differ significantly from those expressed in any forward-looking statement. One of the
most significant factors is the ongoing and potential impact of the COVID-19 pandemic on the economy, the self
storage industry and the broader financial markets, which may have a significant negative impact on the Company's
financial condition, results of operations and cash flows. The Company is unable to predict whether the continuing
effects of the COVID-19 pandemic will trigger a further economic slowdown or a recession and to what extent the
Company will experience disruptions related to the COVID-19 pandemic. In particular, it is difficult to fully assess
the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of
the outbreak domestically and internationally and uncertainty regarding the effectiveness of federal, state and local
governments' efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S.
economy and economic activity, including the number and severity of new variants, the rate and level of persons
receiving vaccinations and the efficacy of such vaccines. The current COVID-19 pandemic has impacted, and is
likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described
under Item 1A below, and the Company's subsequent filings under the Exchange Act.
Statements regarding the following subjects, among others, may be forward-looking:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
market trends in our industry, interest rates, the debt and lending markets or the general economy;
our business and investment strategy;
the acquisition of properties, including those under contract, and the ability of our acquisitions to
achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;
the internalization of retiring participating regional operators ("PROs") into the Company;
the timing of acquisitions;
our relationships with, and our ability and timing to attract additional, PROs;
our ability to effectively align the interests of our PROs with us and our shareholders;
the integration of our PROs and their managed portfolios into the Company, including into our financial
and operational reporting infrastructure and internal control framework;
our operating performance and projected operating results, including our ability to achieve market rents
and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and
services;
our ability to access additional off-market acquisitions;
actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state
and local government policies and the execution and impact of these actions, initiatives and policies;
the state of the U.S. economy generally or in specific geographic regions, states, territories or
municipalities;
economic trends and economic recoveries;
our ability to obtain and maintain financing arrangements on favorable terms;
general volatility of the securities markets in which we participate;
the negative impacts from the continued spread of COVID-19 on the economy, the self storage industry,
the broader financial markets, the Company's financial condition, results of operations and cash flows
and the ability of the Company's tenants to pay rent;
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•
•
•
•
•
•
•
•
•
•
•
•
changes in the value of our assets;
projected capital expenditures;
the impact of technology on our products, operations, and business;
the implementation of our technology and best practices programs (including our ability to effectively
implement our integrated Internet marketing strategy);
changes in interest rates and the degree to which our hedging strategies may or may not protect us from
interest rate volatility;
impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar
matters;
our ability to continue to qualify and maintain our qualification as a real estate investment trust for U.S.
federal income tax purposes ("REIT");
availability of qualified personnel;
the timing of conversions of each series of Class B common units of limited partner interest
("subordinated performance units") in NSA OP, LP (our "operating partnership") and subsidiaries of
our operating partnership into Class A common units of limited partner interest ("OP units") in our
operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on
our diluted earnings (loss) per share;
the risks of investing through joint ventures, including whether the anticipated benefits from a joint
venture are realized or may take longer to realize than expected;
estimates relating to our ability to make distributions to our shareholders in the future; and
our understanding of our competition.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future
performance, taking into account all information currently available to us. Forward-looking statements are not
predictions of future events. These beliefs, assumptions, and expectations can change as a result of many possible
events or factors, not all of which are known to us. Readers should carefully review our financial statements and the
notes thereto, as well as the sections entitled "Business," "Risk Factors," "Properties," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," described in Item 1, Item 1A, Item 2
and Item 7, respectively, of this Annual Report on Form 10-K and the other documents we file from time to time with
the Securities and Exchange Commission. If a change occurs, our business, financial condition, liquidity and results
of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking
statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not
possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Except as required by law, we are not obligated
to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
PART I
Item 1. Business
General
National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment
trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to
be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31,
2015. We serve as the sole general partner of our operating partnership subsidiary, NSA OP, LP (our "operating
partnership"), a Delaware limited partnership formed on February 13, 2013 to conduct our business, which is
focused on the ownership, operation, and acquisition of self storage properties predominantly located within the top
100 metropolitan statistical areas ("MSAs") throughout the United States. As of December 31, 2021, we held
ownership interests in and operated a geographically diversified portfolio of 1,050 self storage properties, located in
42 states and Puerto Rico, comprising approximately 67.8 million rentable square feet, configured in approximately
5
Table of Contents
533,000 storage units. We completed our initial public offering in 2015 and our common shares of beneficial
interest, $0.01 par value per share ("common shares"), are listed on the New York Stock Exchange under the symbol
"NSA."
Our executive chairman of the board of trustees and former chief executive officer, Arlen D. Nordhagen, co-
founded SecurCare Self Storage, Inc. in 1988 to invest in and manage self storage properties. While growing
SecurCare to over 150 self storage properties, Mr. Nordhagen recognized a market opportunity for a differentiated
public self storage REIT that would leverage the benefits of national scale by integrating multiple experienced
regional self storage operators with local operational focus and expertise. We believe that his vision, which is the
foundation of the Company, aligns the interests of our participating regional operators ("PROs"), with those of our
public shareholders by allowing our PROs to participate alongside our shareholders in our financial performance and
the performance of our PROs' "managed portfolios", which means, with respect to each PRO, the portfolio of
properties that such PRO manages on our behalf. A key component of this strategy is to capitalize on the local
market expertise and knowledge of regional self storage operators by maintaining the continuity of their roles as
property managers.
We believe that our structure creates the right financial incentives to accomplish these objectives. We require
our PROs to exchange the self storage properties they contribute to the Company for a combination of OP units and
subordinated performance units in our operating partnership or subsidiaries of our operating partnership that issue
units intended to be economically equivalent to the OP units and subordinated performance units issued by our
operating partnership ("DownREIT partnerships"). OP units, which are economically equivalent to our common
shares, create alignment with the performance of the Company as a whole. Subordinated performance units, which
are linked to the performance of specific managed portfolios, incentivize our PROs to drive operating performance
and support the sustainability of the operating cash flow generated by the self storage properties that they manage on
our behalf. Because subordinated performance unit holders receive distributions only after portfolio-specific
minimum performance thresholds are satisfied, subordinated performance units play a key role in aligning the
interests of our PROs with us and our shareholders. Our structure thus offers PROs a unique opportunity to serve as
regional property managers for their managed portfolios and directly participate in the potential upside of those
properties while simultaneously diversifying their investment to include a broader portfolio of self storage
properties. We believe our structure provides us with a competitive growth advantage over self storage companies
that do not offer property owners the ability to participate in the performance and potential future growth of their
managed portfolios.
We believe that our national platform has significant potential for continued external and internal growth. We
seek to further expand our platform by continuing to recruit additional established self storage operators as well as
opportunistically partnering with institutional funds and other institutional investors in strategic joint venture
arrangements while integrating our operations through the implementation of centralized initiatives, including
management information systems, revenue enhancement, and cost optimization programs. We are currently engaged
in preliminary discussions with additional self storage operators and believe that we could add one to three more
PROs in addition to the PROs we have currently, which will enhance our existing geographic footprint and allow us
to enter regional markets in which we currently have limited or no market share.
During the year ended December 31, 2021, one of our largest PROs, Kevin Howard Real Estate, Inc., d/b/a
Northwest Self Storage and its controlled affiliates ("Northwest"), notified us of Northwest's election to retire as one
of our PROs effective January 1, 2022. As a result of the retirement, on January 1, 2022, management of our
properties in the Northwest managed portfolio was transferred to us and the related Northwest brand name and
intellectual property was internalized by us, and we discontinued payment of any supervisory and administrative
fees or reimbursements to Northwest. In addition, on January 1, 2022, we issued a non-voluntary conversion notice
to convert all subordinated performance units related to Northwest's managed portfolio into OP units. As part of the
internalization, most of Northwest's employees were offered and provided employment by us and continue
managing the same portfolio of properties as members of our existing property management platform.
Our Property Management Platform
Through our property management platform, we direct, manage and control the day-to-day operations and
affairs of certain consolidated properties and our unconsolidated real estate ventures under our iStorage and
SecurCare brands and, commencing on January 1, 2022, our Northwest brand. As of December 31, 2021, our
property management platform managed and controlled 415 of our consolidated properties and 177 of our
unconsolidated real estate venture properties.
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Table of Contents
We earn certain customary fees for managing and operating the properties in the unconsolidated real estate
ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties
in exchange for half of all proceeds from such programs.
Our PROs
The Company had ten PROs as of December 31, 2021: Northwest, Optivest Properties LLC and its controlled
affiliates ("Optivest"), Move It Self Storage and its controlled affiliates ("Move It"), Guardian Storage Centers LLC
and its controlled affiliates ("Guardian"), Southern Storage Management Systems, Inc. d/b/a Southern Self Storage
("Southern"), Blue Sky Self Storage LLC, a strategic partnership between Argus Professional Storage Management
and GYS Development LLC ("Blue Sky"), affiliates of Investment Real Estate Management, LLC d/b/a Moove In
Self Storage ("Moove In"), Hide-Away Storage Services, Inc. and its controlled affiliates ("Hide-Away"), Arizona
Mini Storage Management Company d/b/a Storage Solutions and its controlled affiliates ("Storage Solutions"), and
an affiliate of Shader Brothers Corporation d/b/a Personal Mini Storage ("Personal Mini").
To capitalize on their recognized and established local brands, our PROs continue to function as property
managers for their managed portfolios under their existing brands (which include various brands in addition to those
discussed below). Over the long-run, we may seek to internalize our PROs and brand or co-brand each location as
part of NSA.
•
•
Northwest, which was headquartered in Portland, Oregon, was our PRO responsible for covering the
northwest region. Northwest provided property management services to 93 of our properties located in
Idaho, Oregon and Washington as of December 31, 2021. Effective January 1, 2022, upon the retirement of
Northwest as a PRO, the Company acquired the Northwest brand and internalized the management of the
properties formerly managed by Northwest.
Optivest, which is based in Dana Point, California, is one of our PROs responsible for covering portions of
the northeast and southwest regions. Optivest managed 83 of our properties located in Arizona, California,
Massachusetts, Nevada, New Hampshire, New Mexico, Texas and Utah as of December 31, 2021. Optivest
is run by its co-founder, Warren Allan, who has more than 25 years of financial and operational
management experience in the self storage industry and is recognized as a self storage acquisition and
development specialist.
• Move It, which is based in Dallas, Texas, is one of our PROs responsible for covering portions of the Texas
and southeast markets. Move It managed 72 of our properties located in Alabama, Florida, Louisiana,
Mississippi, Tennessee and Texas as of December 31, 2021. Move It is led by its founder, Tracy Taylor,
who has more than 40 years of experience in self storage development, acquisition and management, and
has served on the board of directors for the Large Owners Council of the Self Storage Association and is a
former Chairman of the Self Storage Association.
•
•
•
Guardian, which is based in Irvine, California, is one of our PROs responsible for covering portions of the
southern California and southwest regions. Guardian managed 56 of our properties located in Arizona,
California and Nevada as of December 31, 2021. Guardian is led by John Minar, who has nearly 40 years
of self storage acquisition, rehabilitation, ownership, operations and development experience.
Southern, which is based in Palm Beach Gardens, Florida, is one of our PROs responsible for covering
portions of Arizona and the southeast region, including New Orleans, the Florida Panhandle, southern
Georgia and Puerto Rico. Southern managed 43 of our properties in Arizona, Louisiana, the Florida
Panhandle, southern Georgia, and Puerto Rico as of December 31, 2021. Southern is led by Bob McIntosh
and Peter Cowie, who are active real estate operators with more than 30 years of self storage experience.
Blue Sky, which is a strategic partnership between Argus Professional Storage Management and GYS
Development LLC and is based in the mountain west, is our PRO responsible for covering portions of the
southeast, midwest, and southwest regions, including portions of Kansas, Georgia and Texas. Blue Sky
managed 35 of our properties in Alabama, Arkansas, Colorado, Florida, Georgia, Indiana, Kansas,
Kentucky, Montana, North Carolina, Texas, Wisconsin and Wyoming as of December 31, 2021. Blue Sky
is led by Lee Fredrick, Ben Vestal and Michael Perry, who have extensive experience in acquisition,
development and management of self storage properties.
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Table of Contents
• Moove In, which is based in York, Pennsylvania, is our PRO responsible for covering portions of the mid-
atlantic and midwest regions. Moove In managed 31 of our properties in Connecticut, Iowa, Maryland,
Massachusetts, New Jersey and Pennsylvania as of December 31, 2021. Moove In is led by John Gilliland,
who currently serves on the board of directors for the Large Owners Council of the Self Storage
Association, and a past Chairman of the Self Storage Association.
•
•
•
Hide-Away, which is based in Sarasota, Florida, is our PRO responsible for covering the western Florida
market. Hide-Away managed 24 of our properties in western Florida as of December 31, 2021. Hide-Away
is led by its founder, Steve Wilson, one of the early developers of the self storage business, who served for
more than 35 years as the President of Hide-Away and its related entities, and is a past Chairman of the Self
Storage Association.
Storage Solutions, which is based in Chandler, Arizona, is our PRO responsible for covering portions of the
Arizona and Nevada markets. Storage Solutions managed 11 of our properties in Arizona and Nevada as of
December 31, 2021. Storage Solutions is led by its founder, Bill Bohannan, who is one of the largest
operators in Phoenix and has more than 35 years of self storage acquisition, development and management
experience. Mr. Bohannan is recognized in the industry as a self storage acquisition, development and
management specialist.
Personal Mini, which is based in Orlando, Florida, is our PRO responsible for covering portions of the
central Florida market. Personal Mini managed 10 of our properties in central Florida as of December 31,
2021. Personal Mini is led by Marc Smith, a self storage investor who has been involved in all facets of the
self storage business. Mr. Smith is a past Chairman of the Self Storage Association, and also previously
served as president of the Southeast Region of the Self Storage Association.
We benefit from the local market knowledge and active presence of our PROs, allowing us to build and foster
important customer and industry relationships. These local relationships provide attractive off-market acquisition
opportunities that we believe will continue to fuel additional external growth.
We believe our structure allows our PROs to optimize their established property management platforms while
addressing financial and operational hurdles. Before joining us, our PROs faced challenges in securing low cost
capital and had to manage multiple investors and lending relationships, making it difficult to compete with larger
competitors, including public REITs, for acquisition and investment opportunities. Our PROs were also limited in
their ability to raise growth capital through the sale of assets, a portfolio refinancing, or capital contributions from
new equity partners. Serving as our on-the-ground acquisition teams, our PROs now have access to our broader
financing sources and lower cost of capital, while our national platform allows them to benefit from economies of
scale to drive operating efficiencies in a rapidly evolving, technology-driven industry.
Our Consolidated Properties
We seek to own properties that are well located in high quality sub-markets with highly accessible street access
and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are
less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry
against increased supply, including zoning restrictions against new construction and new construction costs that we
believe are higher than our properties' fair market value. As of December 31, 2021, we owned a geographically
diversified portfolio of 873 self storage properties, located in 39 states and Puerto Rico, comprising approximately
55.1 million rentable square feet, configured in approximately 429,000 storage units. Of these properties, 298 were
acquired by us from our PROs, 574 were acquired by us from third-party sellers and one was acquired by us from
the 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements in Item 8). A complete listing
of, and additional information about, our self storage properties is included in Item 2 of this report.
During the year ended December 31, 2021, we acquired 229 consolidated self storage properties, of which 22
were acquired by us from our PROs and 207 were acquired by us from third-party sellers. The following is a
summary of our 2021 consolidated acquisition activity (dollars in thousands):
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State
2021 Acquisitions:
Texas
Georgia
Alabama
Tennessee
Pennsylvania
Florida
Puerto Rico
North Carolina
Oregon
Illinois
Indiana
Kansas
Louisiana
Ohio
Colorado
Kentucky
New Hampshire
Arkansas
California
Iowa
Massachusetts
Maryland
Washington
Minnesota
Virginia
Other(1)
Total
Number of
Properties
Number of
Units
Rentable
Square Feet
Fair Value
79
14
13
12
9
8
8
7
7
6
5
5
5
5
4
4
4
3
3
3
3
3
3
2
2
12
229
40,515
7,374
6,597
5,162
3,049
3,652
7,921
4,088
3,579
4,202
2,304
2,643
1,589
1,887
2,097
2,409
2,070
1,416
1,437
2,717
3,220
1,677
1,247
781
715
5,627
119,975
5,673,865 $
1,043,322
967,969
701,151
417,848
496,935
905,644
546,292
399,511
426,941
336,237
351,834
196,210
275,979
253,868
352,176
268,120
199,345
232,748
363,718
304,797
207,087
155,082
123,470
90,911
714,218
16,005,278 $
760,959
109,034
110,011
88,557
42,152
90,542
174,043
67,564
92,889
60,858
30,207
37,484
17,780
26,726
37,993
40,762
45,013
19,890
30,605
30,480
67,481
38,437
32,803
14,423
10,838
97,495
2,175,026
(1) Self storage properties in other states acquired during the year ended December 31, 2021 include Arizona, Connecticut, Missouri,
Mississippi, Montana, New Jersey, New Mexico, Nevada, South Carolina, Utah, Wisconsin and Wyoming.
During the year ended December 31, 2020, we acquired 77 consolidated self storage properties, of which 11
were acquired by us from our PROs and 66 were acquired by us from third-party sellers. The following is a
summary of our 2020 consolidated acquisition activity (dollars in thousands):
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State
2020 Acquisitions:
Texas
Colorado
Florida
Oklahoma
Georgia
Idaho
Kansas
Oregon
Pennsylvania
Washington
Other(1)
Total
Number of
Properties
Number of
Units
Rentable
Square Feet
Fair Value
44
5
3
3
2
2
2
2
2
2
10
77
18,790
1,690
2,166
1,508
764
595
299
709
1,671
903
5,781
34,876
2,566,225 $
224,820
256,365
222,570
109,125
91,962
102,961
92,300
198,630
139,290
742,618
4,746,866 $
306,978
24,746
35,702
14,193
8,698
7,487
4,941
13,492
19,187
15,731
92,177
543,332
(1) Self storage properties in other states acquired during the year ended December 31, 2020 include Arizona, Connecticut, Maryland,
Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, and Tennessee.
Our Unconsolidated Real Estate Ventures
We seek to opportunistically partner with institutional funds and other institutional investors to acquire
attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued
external growth by partnering with institutional investors seeking to deploy capital in the self storage industry.
2018 Joint Venture
As of December 31, 2021, our 2018 Joint Venture (as defined in Note 5 to the consolidated financial statements
in Item 8), in which we have a 25% ownership interest, owned and operated 103 self storage properties containing
approximately 7.8 million rentable square feet, configured in over 64,000 storage units and located across 17 states.
2016 Joint Venture
As of December 31, 2021, our 2016 Joint Venture (as defined in Note 5 to the consolidated financial statements
in Item 8), in which we have a 25% ownership interest, owned and operated a portfolio of 74 properties containing
approximately 4.9 million rentable square feet, configured in approximately 40,000 storage units and located across
13 states.
Our Competitive Strengths
We believe our unique PRO structure combined with our property management platform allows us to
differentiate ourselves from other self storage operators, and the following competitive strengths enable us to
effectively compete against our industry peers:
High Quality Properties in Key Growth Markets. We held ownership interests in and operated a
geographically diversified portfolio of 1,050 self storage properties, located in 42 states and Puerto Rico, comprising
approximately 67.8 million rentable square feet, configured in approximately 533,000 storage units as of
December 31, 2021. Over 70% of our consolidated portfolio is located in the top 100 MSAs, based on our 2021 net
operating income ("NOI"). We believe that these properties are primarily located in high quality growth markets that
have attractive supply and demand characteristics and are less sensitive to the fluctuations of the general economy.
Many of these markets have multiple barriers to entry against increased supply, including zoning restrictions against
new construction and new construction costs that we believe are higher than our properties' fair market value.
Furthermore, we believe that our significant size and the overall geographic diversification of our portfolio reduces
risks associated with specific local or regional economic downturns or natural disasters.
Differentiated, Growth-Oriented Strategy Focused on Established Operators. We are a self storage REIT
with a unique structure that supports our differentiated external growth strategy. Our PRO structure appeals to
operators who are looking for access to growth capital while maintaining an economic stake in the self storage
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properties that each manages on the Company's behalf. These attributes entice operators to join the Company rather
than sell their properties for cash consideration. Through our PRO structure, we seek to attract operators who are
confident in the future performance of their properties and desire to participate in the growth of the Company. We
have successfully recruited established operators across the United States with a history of efficient property
management and a track record of successful acquisitions. Our structure and differentiated strategy have enabled us
to build a substantial captive pipeline from existing operators as well as potentially create external growth from the
recruitment of additional PROs.
Integrated Platform Utilizing Advanced Technology for Enhanced Operational Performance and Best
Practices. Our national platform allows us to capture cost savings through integration and centralization, thereby
eliminating redundancies and utilizing economies of scale across the property management platforms of us and our
PROs. As compared to a stand-alone operator, our national platform has greater access to lower-cost capital, reduced
Internet marketing costs per customer lead, discounted property insurance expense, and reduced overhead costs. In
addition, the Company has sufficient scale for various centralized functions, including financial reporting, the
operation of call centers, expanding cell tower leasing, a national credit card processing program, marketing,
information technology, legal support, and capital market functions, to achieve substantial cost savings over smaller,
individual operators.
Our national platform utilizes advanced technology for our data warehouse program, Internet marketing, our
centralized call centers, financial and property analytic dashboards, revenue optimization analytics and expense
management tools to enhance operational performance. These centralized programs, which are run through our
Technology and Best Practices Group, are positively impacting our business performance, and we believe that they
will continue to be a driver of organic growth going forward. We will continue to utilize our Technology and Best
Practices Group to help us benefit from the collective sharing of key operating strategies among our PROs in areas
like human resource management, local marketing and operating procedures and building tenant insurance-related
arrangements.
Aligned Incentive Structure with Shareholder Downside Protection. Our structure promotes operator
accountability as subordinated performance units issued to our PROs in exchange for the contribution of their
properties are entitled to distributions only after those properties satisfy minimum performance thresholds. In the
event of a material reduction in operating cash flow, distributions on our subordinated performance units will be
reduced before or disproportionately to distributions on our common shares held by our common shareholders. In
addition, we expect our PROs will generally co-invest subordinated equity in the form of subordinated performance
units in each acquisition that they source from a third-party seller, and the value of these subordinated performance
units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are incentivized to select
acquisitions that are expected to exceed minimum performance thresholds, thereby increasing the value of their
subordinated equity stake. We expect that our shareholders will benefit from the higher levels of property
performance that our PROs are incentivized to deliver.
Our Business and Growth Strategies
By capitalizing on our competitive strengths, we seek to increase scale, achieve optimal revenue-producing
occupancy and rent levels, and increase long-term shareholder value by achieving sustainable long-term growth. Our
business and growth strategies to achieve these objectives are as follows:
Maximize Property Level Cash Flow. We strive to maximize the cash flows at our properties by leveraging
the economies of scale provided by our national platform, including through the implementation of new ideas
derived from our Technology and Best Practices Group. We believe that our unique PRO structure, centralized
infrastructure and efficient national platform will enable us to achieve optimal market rents and occupancy, reduce
operating expenses and increase the sale by our PROs of ancillary products and services, including tenant insurance,
of which we receive a portion of the proceeds, truck rentals and packing supplies.
Acquire Built-in Captive Pipeline of Target Properties from Existing PROs. We have an attractive, high
quality potential acquisition pipeline (our "captive pipeline") of over 130 self storage properties valued at
approximately $1.4 billion that will continue to drive our future growth. We consider a property to be in our captive
pipeline if it (i) is under a management service agreement with one of our PROs, (ii) meets our property quality
criteria, and (iii) is either required to be offered to us under the applicable facilities portfolio management agreement
or a PRO has a reasonable basis to believe that the controlling owner of the property intends to sell the property in
the next seven years.
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Our PROs have management service agreements with all of the properties in our captive pipeline and hold
controlling and non-controlling ownership interests in some of these properties. With respect to each property in our
captive pipeline in which a PRO holds a controlling ownership interest, such PRO has agreed that it will not transfer
(or permit the transfer of, to the extent possible) any interest in such self storage property without first offering or
causing to be offered (if permissible) such interest to us. In addition, upon maturity of the outstanding mortgage
indebtedness encumbering such property, so long as occupancy is consistent with or exceeds average local market
levels, which we determine in our sole discretion, such PRO has agreed to offer or cause to be offered (if
permissible) such interest to us. With respect to captive pipeline properties in which our PROs have a non-
controlling ownership interest or no ownership interest, each PRO has agreed to use commercially reasonable good
faith efforts to facilitate our purchase of such property. We preserve the discretion to accept or reject any of the
properties that our PROs are required to, or elect to, offer (or cause to be offered) to us.
Access Additional Off-Market Acquisition Opportunities. Our PROs and their "on-the-ground" personnel
have established an extensive network of industry relationships and contacts in their respective markets. Through
these local connections, our PROs are able to access acquisition opportunities that are not publicly marketed or sold
through auctions. Our structure incentivizes our PROs to source acquisitions in their markets from third-party sellers
and consolidate these properties into the Company. Other public self storage companies generally have acquisition
teams located at their central offices, which in many instances are far removed from regional and local markets. We
believe our operators' networks and close familiarity with the other operators in their markets provide us clear
competitive advantages in identifying and selecting attractive acquisition opportunities.
Recruit Additional New PROs in Target Markets. We intend to continue to execute on our external growth
strategy through additional acquisitions and contributions from future PROs in key markets. We believe there is
significant opportunity for growth through consolidation of the highly fragmented composition of the market. We
believe that future operators will be attracted to our unique structure, providing them with lower cost of capital,
better economies of scale, and greater operational and overhead efficiencies while preserving their existing property
management platforms. We intend to add one to three additional PROs to complement our existing geographic
footprint and to achieve our goal of creating a highly diversified nationwide portfolio of properties focused in the top
100 MSAs. When considering a PRO candidate, we consider various factors, including the size of the potential
PRO's portfolio, the quality and location of its properties, its market exposure, its operating expertise, its ability to
grow its business, and its reputation with industry participants.
Strategic Joint Venture Arrangements. We intend to continue to opportunistically partner with institutional
funds and other institutional investors to acquire attractive portfolios utilizing a promoted return structure. We
believe there is significant opportunity for continued external growth by partnering with institutional investors
seeking to deploy capital in the self storage industry. We intend to leverage our property management platform to
provide property and asset management services for future strategic joint ventures, generating additional operating
profits and third party fee income. In addition, we consider the 75% third-party interest in our unconsolidated real
estate ventures, which currently own 177 properties, to present a potential acquisition opportunity. This 75% third-
party share of gross real estate assets is approximately $1.5 billion based on the historical book value of the joint
ventures. Were we to pursue an acquisition of these interests, it could potentially drive our future growth.
Our Financing Strategy
We expect to maintain a flexible approach in financing new property acquisitions. In general, we expect to fund
our property acquisitions through a combination of borrowings under bank credit facilities (including term loans and
revolving facilities), property-level debt, issuances of OP equity and public and private equity and debt issuances.
As of December 31, 2021, our unsecured credit facility provided for total borrowings of $1.550 billion (the
"credit facility"). The credit facility consists of the following components: (i) a revolving line of credit (the
"Revolver") which provides for a total borrowing commitment up to $650.0 million, under which we may borrow,
repay and re-borrow amounts, (ii) a $125.0 million tranche A term loan facility (the "Term Loan A"), (iii) a $250.0
million tranche B term loan facility (the "Term Loan B"), (iv) a $225.0 million tranche C term loan facility (the
"Term Loan C"), (v) a $175.0 million tranche D term loan facility (the "Term Loan D") and (vi) a $125.0 million
tranche E term loan facility (the "Term Loan E"). As of December 31, 2021, we had the entire amounts drawn on
Term Loan A, Term Loan B, Term Loan C, Term Loan D and Term Loan E and we had $490.0 million of
outstanding borrowings under the Revolver, and the capacity to borrow an additional $154.3 million under the
Revolver while remaining in compliance with the credit facility's financial covenants. As of December 31, 2021, we
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have an expansion option under the credit facility, which, if exercised in full, would provide for a total credit facility
of $1.750 billion.
We have a credit agreement with a syndicated group of lenders for a term loan facility that matures in June 2023
(the "2023 Term Loan Facility") and is separate from the credit facility in an aggregate amount of $175.0 million. As
of December 31, 2021 the entire amount was outstanding under the 2023 Term Loan Facility with an effective
interest rate of 2.83%. We have an expansion option under the 2023 Term Loan Facility, which, if exercised in full,
would provide for total borrowings in an aggregate amount of $400.0 million.
We have a credit agreement with a lender for a term loan facility that matures in December 2028 (the "2028
Term Loan Facility") and is separate from the credit facility and 2023 Term Loan Facility in an aggregate amount of
$75.0 million. As of December 31, 2021 the entire amount was outstanding under the 2028 Term Loan Facility with
an effective interest rate of 4.62%. We have an expansion option under the 2028 Term Loan Facility, which, if
exercised in full, would provide for total borrowings in an aggregate amount up to $125.0 million.
We have a credit agreement with a lender for a term loan facility that matures in April 2029 (the "2029 Term
Loan Facility") and is separate from the credit facility, 2023 Term Loan Facility and 2028 Term Loan Facility in an
aggregate amount of $100.0 million. As of December 31, 2021 the entire amount was outstanding under the 2029
Term Loan Facility with an effective interest rate of 4.27%.
The credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, and 2029 Term Loan Facility each
contain the same financial covenants and customary affirmative and negative covenants that, among other things,
could limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into
certain transactions.
On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due
August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the
"August 2031 Notes") in a private placement to certain institutional investors.
On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due
August 5, 2030 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032
(the "2032 Notes").
On May 26, 2021, our operating partnership issued $55.0 million of 3.10% senior unsecured notes due May 4,
2033 (the "May 2033 Notes").
On July 26, 2021, our operating partnership issued $35.0 million of 2.16% senior unsecured notes due May 4,
2026 (the "2026 Notes") and $90.0 million of 3.00% senior unsecured notes due May 4, 2031 (the "May 2031
Notes").
On December 14, 2021, our operating partnership issued $75.0 million of 2.72% senior unsecured notes due
November 30, 2030 (the "November 2030 Notes"), $175.0 million of 2.81% senior unsecured notes due November
30, 2031 (the "November 2031 Notes") and $75.0 million of 3.06% senior unsecured notes due November 30, 2036
(the "2036 Notes" and together with the 2026 Notes, 2029 Notes, August 2030 Notes, November 2030 Notes, May
2031 Notes, August 2031 Notes, November 2031 Notes, 2032 Notes and May 2033 Notes, the "Senior Unsecured
Notes") in a private placement to certain institutional investors.
The Senior Unsecured Notes are subject to customary affirmative and negative covenants that, among other
things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and enter into
certain transactions.
We expect to employ leverage in our capital structure in amounts determined from time to time by our board of
trustees. Although our board of trustees has not adopted a policy which limits the total amount of indebtedness that
we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well
as the amount of such indebtedness that will be either fixed and variable-rate, and in making financial decisions,
including, among others, the following:
•
•
•
the interest rate of the proposed financing;
the extent to which the financing impacts our flexibility in managing our properties;
prepayment penalties and restrictions on refinancing;
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•
•
•
•
•
•
•
•
•
the purchase price of properties we acquire with debt financing;
our long-term objectives with respect to the financing;
our target investment returns;
the ability of particular properties, and the Company as a whole, to generate cash flow sufficient to cover
expected debt service payments;
overall level of consolidated indebtedness;
timing of debt maturities;
provisions that require recourse and cross-collateralization;
corporate credit ratios including debt service coverage, debt to total market capitalization and debt to
undepreciated assets; and
the overall ratio of fixed- and variable-rate debt.
Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the
collateral will be limited to the particular properties to which the indebtedness relates. In addition, we may invest in
properties subject to existing loans secured by mortgages or similar liens on our properties, or may refinance
properties acquired on a leveraged basis. We may use the proceeds from any borrowings to refinance existing
indebtedness, to refinance investments, including the redevelopment of existing properties, for general working
capital or for other purposes when we believe it is advisable.
Dividend Reinvestment Plan
In the future, we may adopt a dividend reinvestment plan that will permit shareholders who elect to participate
in the plan to have their cash dividends reinvested in additional common shares.
Regulation
General
Generally, self storage properties are subject to various laws, ordinances and regulations, including those
relating to lien sale rights and procedures, public accommodations, insurance, and the environment. Changes in any
of these laws, ordinances or regulations could increase the potential liability existing or created by tenants or others
on our properties. Laws, ordinances, or regulations affecting development, construction, operation, upkeep, safety
and taxation requirements may result in significant unanticipated expenditures, loss of self storage sites or other
impairments to operations, which would adversely affect our cash flows from operating activities.
Under the Americans with Disabilities Act of 1990 (the "ADA"), all places of public accommodation are
required to meet certain federal requirements related to access and use by disabled persons. A number of additional
U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further
renovations of the properties, with respect to access thereto by disabled persons. The ADA or these other laws may
also apply to our website. For additional information on the ADA, see "Item 1A. Risk Factors—Risks Related to
Our Business—Costs associated with complying with the ADA may result in unanticipated expenses."
Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance
commissioner for each state in accordance with the McCarran-Ferguson Act, as well as subject to the Gramm-
Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto.
Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate
may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials
on or in such property. The Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended ("CERCLA") and comparable state laws typically impose strict joint and several liabilities without regard
to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The
presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect
the owner's or operator's ability to lease, sell or rent such property or to borrow using such property as collateral.
Persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable
for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such
facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-
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containing materials into the air and third-parties may seek recovery from owners or operators of real properties for
personal injury associated with asbestos-containing materials. Certain environmental laws also impose liability,
without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated
materials upon owners and operators of contaminated property. Moreover, the past or present owner or operator of a
property from which a release emanates could be liable for any personal injuries or property damages that may result
from such releases, as well as any damages to natural resources that may arise from such releases. Certain
environmental laws impose compliance obligations on owners and operators of real property with respect to the
management of hazardous materials and other regulated substances. For example, environmental laws govern the
management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in
penalties or other sanctions. In connection with the ownership, operation and management of our current or past
properties and any properties that we may acquire and/or manage in the future, we could be legally responsible for
environmental liabilities or costs relating to a release of hazardous substances or other regulated materials at or
emanating from such property. In order to assess the potential for such liability, we conduct an environmental
assessment of each property prior to acquisition and manage our properties in accordance with environmental laws
while we own or operate them. We have engaged qualified, reputable and adequately insured environmental
consulting firms to perform environmental site assessments of all of our properties prior to acquisition and are not
aware of any environmental issues that are expected to materially impact the operations of any property. For
additional information on environmental matters and regulation, see "Item 1A. Risk Factors—Risks Related to Our
Business—Environmental compliance costs and liabilities associated with operating our properties may affect our
results of operations."
Property management activities are often subject to state real estate brokerage laws and regulations as
determined by the particular real estate commission for each state.
REIT Qualification
We have elected and we believe that we have qualified to be taxed as a REIT under the Internal Revenue Code
of 1986, as amended, (the "Code"), commencing with our taxable year ended on December 31, 2015. We generally
will not be subject to U.S. federal income tax on our net taxable income to the extent that we distribute annually all
of our net taxable income to our shareholders and maintain our qualification as a REIT. We believe that we have
been organized and have operated in conformity with the requirements for qualification and taxation as a REIT
under the Code, and we expect that our intended manner of operation will enable us to continue to meet the
requirements for qualification and taxation as a REIT. To qualify, and maintain our qualification, as a REIT, we
must meet on a continuing basis, through our organization and actual investment and operating results, various
requirements under the Code relating to, among other things, the sources of our gross income, the composition and
values of our assets, our distribution levels and the diversity of ownership of our shares. If we fail to qualify as a
REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal
income tax at regular corporate rates and may be precluded from qualifying as a REIT for the subsequent four
taxable years following the year during which we failed to qualify as a REIT. Even if we qualify for taxation as a
REIT, we still may be subject to some U.S. federal, state and local taxes on our income or assets. In addition, subject
to maintaining our qualification as a REIT, a portion of our business is conducted through, and a portion of our
income is earned by, one or more taxable REIT subsidiaries ("TRSs"), which are subject to U.S. federal corporate
income tax at regular rates. Distributions paid by us generally will not be eligible for taxation at the preferential U.S.
federal income tax rates that currently apply to certain distributions received by individuals from taxable
corporations, unless such distributions are attributable to dividends received by us from a TRS.
Competition
We compete with many other entities engaged in real estate investment activities for customers and acquisitions
of self storage properties and other assets, including national, regional, and local owners, operators, and developers
of self storage properties. We compete based on a number of factors including location, rental rates, security,
suitability of the property's design to prospective tenants' needs, and the manner in which the property is operated
and marketed. We believe that the primary competition for potential customers comes from other self storage
properties within a three to five mile radius. We have positioned our properties within their respective markets as
high-quality operations that emphasize tenant convenience, security, and professionalism.
We also may compete with numerous other potential buyers when pursuing a possible property for acquisition,
which can increase the potential cost of a project. These competing bidders also may possess greater resources, or
have a lower cost of capital, than us and therefore be in a better position to acquire a property. However, our use of
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OP units and subordinated performance units as transactional currency allows us to structure our acquisitions in tax-
deferred transactions. As a result, potential targets who are tax-sensitive might favor us as a suitor.
Our primary national competitors in many of our markets for both tenants and acquisition opportunities include
local and regional operators, institutional investors, private equity funds, as well as the other public self storage
REITs, including Public Storage, CubeSmart, Extra Space Storage Inc. and Life Storage, Inc. These entities also
seek financing through similar channels to the Company. Therefore, we will continue to compete for institutional
investors in a market where funds for real estate investment may decrease.
Human Capital
We seek to foster a diverse and inclusive work environment that values each individual team member’s talents
and contributions, while channeling those efforts toward our common core values of integrity, accountability,
humility and compassion. Our success relies on the general professionalism of our and our PRO's site managers and
staff which are contributing factors to a site's ability to successfully secure rentals, retain tenants and maintain clean
and secure self storage properties. We seek to increase employee retention and well-being and our team members
enjoy a robust benefit package that includes medical, dental, vision, life insurance, 401K with matching employer
contribution and a performance-based bonus incentive plan. We also seek to promote diversity among our
employees and management team. As of December 31, 2021, approximately 59% of our employees were women
and 32% of our senior management team (Director level and above) were women, including Tamara Fischer, our
President, Chief Executive Officer and member of our Board of Trustees.
As of December 31, 2021, we had 1,175 employees, which includes employees of our property management
platform but does not include persons employed by our PROs. As of December 31, 2021, our PROs, collectively,
had approximately 950 full-time and part-time employees involved in management, operations, and reporting with
respect to our self storage property portfolio.
Available Information
We file registration statements, proxy statements, our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K, and all amendments to those statements and reports with the Securities
and Exchange Commission (the "SEC"). Investors may obtain copies of these statements and reports by accessing
the SEC's website at www.sec.gov. Our statements and reports and any amendments to any of those statements and
reports that we file with the Securities and Exchange Commission are available free of charge as soon as reasonably
practicable on our website at www.nationalstorageaffiliates.com. The information contained on our website is not
incorporated into this Annual Report on Form 10-K. Our common shares are listed on the New York Stock
Exchange under the symbol "NSA."
Item 1A. Risk Factors
An investment in our common shares involves a high degree of risk. Before making an investment decision, you
should carefully consider the following risk factors, together with the other information contained in this Annual
Report on Form 10-K. If any of the risks discussed in this Annual Report on Form 10-K occurs, our business,
financial condition, liquidity and results of operations could be materially and adversely affected.
Risks Related to our Business
Adverse economic or other conditions in the markets in which we do business and more broadly associated with
the real estate industry could negatively affect our occupancy levels and rental rates and therefore our operating
results and the value of our self storage properties.
Our operating results are dependent upon our ability to achieve optimal occupancy levels and rental rates at our
self storage properties. Adverse economic or other conditions in the markets in which we do business, particularly in
our markets in California, Texas, Florida, Oregon, Georgia, and Arizona, which accounted for approximately 17%,
16%, 10%, 9%, 6%, and 5%, respectively, of our total rental and other property-related revenues for the year ended
December 31, 2021, may lower our occupancy levels and limit our ability to maintain or increase rents or require us
to offer rental discounts. No single customer represented a significant concentration of our 2021 revenues. However,
our property portfolio, consists solely of self storage properties and is therefore subject to risks inherent in
investments in a single industry. The following adverse developments, among others, in the markets in which we do
business may adversely affect the operating performance of our properties:
•
business layoffs or downsizing, industry slowdowns, relocation of businesses and changing demographics;
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•
•
•
•
periods of economic slowdown, recession, or inflationary environments, declining demand for self storage
generally or in a particular area or the public perception that any of these events may occur;
local or regional real estate market conditions, such as competing properties or products, the oversupply of
self storage, or vacancies or changes in self storage space market rents;
perceptions by prospective tenants of the safety, convenience and attractiveness of our properties and the
neighborhoods in which they are located; and
other events affecting or shifting consumer discretionary spending.
Any of the above events may reduce our rental revenues, impair our operating results, and reduce our ability to
satisfy our debt service obligations and make cash distributions to our shareholders, and the effect of the foregoing
may be greater than it would be were our investments not limited to a single industry.
We may not be successful in identifying and consummating suitable acquisitions, adding additional suitable new
PROs, or integrating and operating such acquisitions, including integrating them into our financial and
operational reporting infrastructure and internal control framework in a timely manner, which may impede our
growth.
Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable
acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth
strategy. We may not be successful in identifying suitable properties or other assets that meet our acquisition criteria
or in consummating acquisitions on satisfactory terms or at all. Failure to identify or consummate acquisitions will
slow our growth, which could in turn adversely affect our share price.
For the potential acquisitions in our captive pipeline, we have not entered into negotiations with the respective
owners of these properties and there can be no assurance as to whether we will acquire any of these properties or the
actual timing of any such acquisitions. Each captive pipeline property is subject to additional due diligence and the
determination by us to pursue the acquisition of the property. In addition, with respect to the captive pipeline
properties in which our PROs have a non-controlling ownership interest or no ownership interest, the current owner
of each property is not required to offer such property to us and there can be no assurance that we will acquire these
properties.
Our ability to acquire properties on favorable terms and successfully integrate and operate them, including
integrating them into our financial and operational reporting infrastructure in a timely manner, may be constrained
by the following significant risks:
•
•
•
•
•
we face competition from national, regional and local owners, operators and developers of self storage
properties, which may result in higher property acquisition prices and reduced yields;
we may not be able to achieve satisfactory completion of due diligence investigations and other customary
closing conditions;
we may fail to finance an acquisition on favorable terms or at all;
we may spend more time and incur more costs than budgeted to make necessary improvements or
renovations to, and to integrate and operate, acquired properties; and
we may acquire properties subject to liabilities without any recourse, or with only limited recourse, with
respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination,
tax liabilities, claims by persons dealing with the former owners of the properties and claims for
indemnification by general partners, trustees, officers and others indemnified by the former owners of the
properties.
The contributors of properties may make limited representations and warranties to us about the properties and
may agree to indemnify us up to a specified amount for a certain period of time following the closing for breaches of
those representations and warranties. However, any resulting liabilities identified may not fall within the scope or
time frame covered by the indemnification, and we may be required to bear those liabilities, which may materially
and adversely affect our operating results, financial condition and business.
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We face competition for tenants.
We compete with many other entities engaged in real estate investment activities for tenants, including national,
regional and local owners, operators and developers of self storage properties. Actions by our competitors may
decrease or prevent increases in the occupancy and rental rates, while increasing the operating expenses of our
properties.
Increases in taxes and regulatory compliance costs, including as a result of changes in law or property
reassessments, may reduce our income and adversely impact our cash flows.
Increases in income or other taxes generally are not passed through to tenants under leases and may reduce or
negatively impact our net income, funds from operations ("FFO"), cash flows, financial condition, ability to pay or
refinance our debt obligations, ability to make cash distributions to shareholders, and the trading price of our
securities.
In addition, the value of our properties may be reassessed for property tax purposes by taxing authorities
including as a result of our acquisition activities. For example, our property taxes could increase due to changes in
tax rates or removal of limitations on the amount by which our property taxes or property reassessments may
increase. For example, in November 2020, there was an initiative in California, which did not pass, to remove
certain limits on annual real estate tax increases of assessed value of real property. To the extent a similar future
initiative is successful, it would increase the assessed value and/or tax rates applicable to self storage properties in
California. We currently have 86 consolidated properties and 12 unconsolidated properties in California.
Accordingly, the amount of property taxes we pay in the future may increase substantially from what we have paid
in the past or from what we expected in connection with our underwriting activities, which could adversely impact
our operating results, cash flow, and our ability to pay any expected dividends to our shareholders.
Similarly, in response to facing severe budgetary problems, many states and jurisdictions are considering or
implementing changes in laws such as increasing sales taxes, increasing the potential liability for environmental
conditions existing on properties, increasing the restrictions on discharges or other conditions, or mandating paid
family leave for employees, which may result in significant unanticipated expenditures, which could result in similar
adverse effects.
Our storage leases are relatively short-term in nature, which exposes us to the risk that we may have to re-lease
our units and we may be unable to do so on attractive terms, on a timely basis or at all.
Our storage leases are relatively short-term in nature, typically month-to-month, which exposes us to the risk
that we may have to re-lease our units frequently and we may be unable to do so on attractive terms, on a timely
basis or at all. Because these leases generally permit the tenant to leave at the end of the month without penalty, our
revenues and operating results may be impacted by declines in market rental rates more quickly than if our leases
were for longer terms. In addition, any delay in re-leasing units as vacancies arise would reduce our revenues and
harm our operating results.
Security breaches through cyber-attacks, cyber-intrusions, or other methods could disrupt our information
technology networks and related systems.
We and our PROs are increasingly dependent upon automated information technology processes and Internet
commerce, and many of our and their tenants come from the telephone or over the Internet. Moreover, the nature of
our and our PROs' business involves the receipt and retention of certain personal information about such tenants. In
many cases, we and our PROs also rely significantly on third-party vendors to retain data, process transactions and
provide other systems services. Our networks and operations could be disrupted, and sensitive data could be
compromised, by physical or electronic security breaches, targeted against us, our PROs, our vendors or other
organizations, including financial markets or institutions, including by way of or through cyber-attacks or cyber-
intrusions over the Internet, malware, computer viruses, attachments to e-mails, phishing, employee theft or misuse,
or inadequate security controls. Although we make efforts to protect the security and integrity of our networks and
systems, there can be no assurance that these efforts and measures will be effective or that attempted security
breaches or disruptions would not be successful, as such attacks and breaches may be difficult to detect (or not
detected at all) and are becoming more sophisticated. In such event, we may experience business interruptions; data
loss, ransom, misappropriation, or corruption; theft or misuse of confidential or proprietary information; or litigation
and investigation by tenants, governmental or regulatory agencies, or other third parties, which could result in the
payment of fines, penalties and other damages. Such events could also have other adverse impacts on us, including
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breaches of debt covenants, other contractual or REIT compliance obligations, or late or misstated financial reports,
and significant diversion of management attention and resources. As a result, such events could have a material
adverse effect on our financial condition, results of operations and cash flows and harm our business reputation or
have such effects on our PROs.
Costs associated with complying with the ADA may result in unanticipated expenses.
Under the ADA and other federal, state and local laws, we are required to meet certain requirements related to
access and use by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an
award of damages to private litigants and also could result in an order to correct any non-complying feature, which
could result in substantial capital expenditures. If one or more of our properties or websites is not in compliance with
the ADA or similar laws, then we would be required to incur additional costs to bring the property or websites into
compliance. If we incur such costs and they are substantial, our financial condition, results of operations, cash flow,
per share trading price of our common shares and our ability to satisfy our debt service obligations and to make cash
distributions to our shareholders could be adversely affected.
Environmental compliance costs and liabilities associated with operating our properties may affect our results of
operations.
Under various U.S. federal, state and local environmental laws, ordinances and regulations, owners and
operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or
other regulated materials on or in such property. No assurances can be given that existing environmental studies with
respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of our properties
did not create any material environmental condition not known to us, or that a material environmental condition does
not otherwise exist as to any one or more of our properties. There also exists the risk that material environmental
conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the
future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or
regulations may impose additional material environmental liability.
We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements that are
in some cases subject to state-specific governmental regulation, which may adversely affect our results.
We and certain of our PROs have tenant insurance- and/or tenant protection plan-related arrangements with
regulated insurance companies and our tenants. Some of our PROs earn access fees in connection with these
arrangements. We receive a portion of the fees from these PROs. The tenant insurance and tenant protection plan
businesses, including the payments associated with these arrangements, are in some cases subject to state-specific
governmental regulation. State regulatory authorities generally have broad discretion to grant, renew and revoke
licenses and approvals, to promulgate, interpret and implement regulations, and to evaluate compliance with
regulations through periodic examinations, audits and investigations of the affairs of insurance industry participants.
Although these arrangements are managed by our property management platform and/or certain of our PROs who
have developed marketing programs and management procedures to navigate the regulatory environment, as a result
of regulatory or private action in any jurisdiction in which we operate, we may be temporarily or permanently
suspended from continuing some or all of our tenant insurance- and/or tenant protection plan-related activities, or
otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of
operations.
Privacy concerns could result in regulatory changes that may harm our business.
Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in
which we operate have imposed or in the future may impose restrictions and requirements on the use of personal
information by those collecting such information. For example, the California Consumer Privacy Act of 2018, which
became effective as of January 1, 2020, together with the California Privacy Rights Act, provides consumers with
expansive rights and control over personal information obtained by or shared with certain covered businesses.
Changes to law or regulations or the passage of new laws affecting privacy, if applicable to our business, could
impose additional costs and liability on us and could limit our use and disclosure of such information.
We face possible risks and costs associated with the effects of climate change and severe weather.
We cannot predict the rate at which climate change will progress. However, the physical effects of climate
change could have a material adverse effect on our properties, operations, and business. To the extent that climate
change impacts changes in weather patterns, our markets could experience severe weather, including hurricanes,
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tornados, earthquakes, severe winter storms, wildfires and coastal flooding due to increases in storm intensity and
rising sea levels. Over time, these conditions could result in declining demand for storage at our properties or in our
inability to operate them at all. Climate change and severe weather may also have indirect effects on our business by
increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable, by
increasing the costs of energy, maintenance, repair of fire, water and/or wind damage, and snow removal at our
properties.
Changes in federal, state, and local legislation and regulation as well as international pacts or treaties based on
concerns about climate change could result in increased capital expenditures on our existing properties (for example,
to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue,
which may result in adverse impacts to our net income. In recent years, there have been a number of new legal
efforts to reduce greenhouse gas emissions and to take other similar actions to combat the effects of climate change,
including at the international level and at the U.S. federal, state and local levels. We rely on a limited number of
vendors to provide key services, such as the provision of utilities, at certain of our properties. Our business and
property operations may be adversely affected if these vendors fail to adequately provide key services at our
properties as a result of unanticipated events, including those resulting from climate change. If a vendor fails to
adequately provide utilities or other important services, we may experience significant interruptions in service and
disruptions to business operations at our properties, incur remediation costs, and become subject to claims and
damage to our reputation. There can be no assurance that climate change and severe weather, or the potential
impacts of these events on our vendors, will not have a material adverse effect on our properties, operations, or
business.
Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition,
operating results and cash flow.
We maintain comprehensive liability, fire, flood, earthquake, wind (as deemed necessary or as required by our
lenders), extended coverage and rental loss insurance with respect to our properties. Certain types of losses,
however, may be either uninsurable or not economically insurable either in total or in part (due to location or
otherwise), such as losses due to earthquakes, hurricanes, tornadoes, floods, riots, acts of war or terrorism. Should an
uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a property or
otherwise be subject to significant liabilities. In addition, if any such loss is insured, we may be required to pay
significant amounts on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for
the loss, or the amount of the loss may exceed our coverage for the loss. We currently self-insure a portion of our
commercial insurance deductible risk through our captive insurance company. To the extent that our captive
insurance company is unable to bear that risk, we may be required to fund additional capital to our captive insurance
company or we may be required to bear that loss. As a result, our operating results may be adversely affected.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the
performance of our properties.
Because real estate investments are relatively illiquid and we have agreed and may in the future agree to certain
transfer restrictions with respect to our properties, our ability to promptly sell one or more properties in our portfolio
in response to changing economic, financial and investment conditions is limited. The real estate market is affected
by many factors, such as general economic conditions, availability of financing, interest rates and other factors,
including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any
property for the price or on the terms set by us or whether any price or other terms offered by a prospective
purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser
and to close the sale of a property. In addition, we may be required to expend funds to correct defects or to make
improvements before a property can be sold. We cannot assure you that we will have funds available to correct those
defects or to make those improvements.
Our business could be harmed if key personnel terminate their employment with us.
Our success depends, to a significant extent, on the continued services of Arlen D. Nordhagen, Tamara D.
Fischer, David G. Cramer and Brandon S. Togashi and the other members of our senior management team. We have
entered into employment agreements with Mr. Nordhagen, Ms. Fischer, Mr. Cramer and Mr. Togashi and these
employment agreements provide for an initial one-year term of employment and automatic one-year extensions
thereafter unless either party provides at least 90 days' notice of non-renewal. Notwithstanding these agreements,
there can be no assurance that any of them will remain employed by us. The loss of services of one or more
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members of our senior management team could harm our business and our prospects. This risk may be heightened
during periods of tight labor market conditions.
We invest in strategic joint ventures that subject us to additional risks.
Some of our investments are, and in the future may be, structured as strategic joint ventures. Part of our strategy
is to opportunistically partner with institutional funds and other institutional investors to acquire attractive portfolios
through a promoted return structure. These arrangements are driven by the magnitude of capital required to complete
the acquisitions and maintain the acquired portfolios. Such arrangements involve risks not present where a third
party is not involved, including the possibility that partners or co-venturers might become bankrupt or otherwise fail
to fund their share of required capital contributions. Additionally, partners or co-venturers might at any time have
economic or other business interests or goals different from us and or in competition with us.
Joint ventures generally provide for a reduced level of control over an acquired project because governance
rights are shared with others. Accordingly, certain major decisions relating to joint ventures, including decisions
relating to, among other things, the approval of annual budgets, sales and acquisitions of properties, financings, and
certain actions relating to bankruptcy, are often made by a majority vote of the investors or by separate agreements
that are reached with respect to individual decisions. In addition, such decisions may be subject to the risk that the
partners or co-venturers may make business, financial or management decisions with which we do not agree or take
risks or otherwise act in a manner that does not serve our best interests. Because we may not have the ability to
exercise control over such operations, we may not be able to realize some or all of the benefits that we believe will
be created from our involvement. At times, we and our partners or co-venturers may also each have the right to
trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners' or co-venturers'
interest, at a time when we otherwise would not have initiated such a transaction. If any of the foregoing were to
occur, our business, financial condition and results of operations could suffer as a result.
The current COVID-19 pandemic or the future outbreak of any other highly infectious or contagious diseases,
could adversely impact or cause significant disruption to our financial condition, results of operations and cash
flows.
We face various risks related to pandemics, epidemics and other outbreaks of highly infectious or contagious
diseases, including the current COVID-19 pandemic. In recent months, new COVID-19 variants were discovered,
which have spread locally, regionally, nationally, and globally. While these strains do not appear to cause more
severe symptoms in individuals, they have spread faster and more easily. As a result, local, state and the U.S.
governments and many businesses have reinstated many safety protocols that have been implemented over the last
two years. There is no assurance that current or future new variants will be contained, or the recommended safety
protocols, including the use of vaccines, will continue to be effective in the long term. As a result of the significant
adverse impact of the COVID-19 pandemic to economic activity across the globe, the COVID-19 pandemic, and any
future outbreak of another disease, could adversely impact our financial condition, results of operations and cash
flows due to, among other factors, the following:
• our tenants may be unable to meet their obligations to us in full, or at all, or may seek modifications of such
obligations, which could increase uncollectible receivables and cause subsequent reductions in revenue;
• reduced economic activity could result in a prolonged recession, which could negatively impact consumer
discretionary spending, a reduction in move-ins at our stores or increase uncollectible receivables;
• governmental or health and safety requirements or recommendations could compel a complete or partial
closure of, or other operational issues at, our properties or prohibit us from charging late fees, conducting
auctions and increasing prices;
• a general decline in business activity and demand for property acquisitions, expansions, and the addition of
new PROs and/or joint venture partners;
• interrupted availability of, including the potential for a negative health impact on, our or our PRO's personnel,
could result in a deterioration in our ability to ensure business continuity;
• disruptions in supply chains or the inability of other third-party vendors we rely on to conduct our business to
operate effectively and continue to support our business and operations;
• overall efficacy of the vaccines, which remains uncertain as new strains of COVID-19 continue to be
discovered;
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• difficulty accessing debt and equity capital on attractive terms, or at all, and severe disruption or instability in
the financial markets or a deterioration in credit and financing conditions may affect our access to capital
necessary to fund our business; and
• the financial impact of the COVID-19 pandemic, including potential decreases in cash from operations
resulting therefrom, could negatively impact our future compliance with the financial covenants in our debt
agreements and result in a default and potential acceleration of indebtedness, which could negatively impact
our ability to make additional borrowings under our revolving credit facility and pay dividends.
The factors described above, as well as additional factors that we may not currently be aware of, could
materially negatively impact our ability to collect rent and could lead to termination of leases by tenants, tenant
defaults, tenant bankruptcies, decreases in demand for storage space at our properties, difficulties in accessing
capital, impairment of our tangible or intangible assets and other impacts that could materially and adversely affect
our financial condition, results of operations and cash flows. In addition, to the extent the COVID-19 pandemic or a
future outbreak of another disease adversely affects our business and financial results it may heighten other risks
described in the Risk Factors section in the Annual Report.
Risks Related to Our Structure and Our Relationships with Our PROs
Some of our PROs have limited experience operating under our capital structure, and we may not be able to
achieve the desired outcomes that the structure is intended to produce.
Some of our PROs have limited experience operating under our capital structure. As a means of incentivizing
our PROs to drive operating performance and support the sustainability of the operating cash flow from the
properties they manage on our behalf, we issued each PRO subordinated performance units aimed at aligning the
interests of our PROs with our interests and those of our shareholders. The subordinated performance units are
entitled to distributions exclusively tied to the performance of each PRO's managed portfolios but only after
minimum performance thresholds are satisfied. Our issuance of such units, however, may have been and could be
based on inaccurate valuations and thus misallocated, which would limit or eliminate the effectiveness of our
intended incentive-based program.
We are restricted in making certain property sales on account of agreements with our PROs that may require us
to keep certain properties that we would otherwise sell.
The partnership unit designations related to our subordinated performance units provide that, until March 31,
2023, our operating partnership may not sell, dispose or otherwise transfer any property that is a part of the
applicable self storage property portfolio relating to a series of subordinated performance units without the consent
of the partners (including us) holding at least 50% of the then outstanding OP units and the consent of partners
holding at least 50% of the then outstanding series of subordinated performance units that relate to the applicable
property, except for sales, dispositions or other transfers of a property to wholly owned subsidiaries of our operating
partnership. This restriction may require us to keep certain properties that we would otherwise sell, which could
have an adverse effect on our results of operations, financial condition, cash flow and ability to execute our business
plan. In addition, we may enter into agreements with future PROs that contain the same or similar restrictions or that
impose such restrictions for different periods.
Our ability to terminate our facilities portfolio management agreements ("FPMAs") and asset management
agreements ("AMAs") with a PRO is limited, which may adversely affect our ability to execute our business plan.
We may elect to terminate our FPMAs and AMAs with a PRO and transfer property management
responsibilities over the properties managed by such PRO to us (or our designee), (i) upon certain defaults by a PRO
as set forth in these agreements, or (ii) if the PRO's properties, on a portfolio basis, fail to meet certain
predetermined performance thresholds for more than two consecutive calendar years or if the operating cash flow
generated by the properties of the PRO for any calendar year falls below a level that will enable us to fund minimum
levels of distributions, debt service payments attributable to the properties, and fund the properties' allocable
operating expenses. Consequently, to the extent a PRO complies with these covenants, standards, and minimum
requirements, we may not be able to terminate the applicable FPMAs and AMAs and transfer property management
responsibilities over such properties to us (or our designee) even if our board believes that such PRO is not properly
executing our business plan and/or is failing to operate its properties to their full potential. Moreover, transferring
the management responsibilities over the properties managed by a PRO may be costly or difficult to implement or
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may be delayed, even if we are able to and believe that such a change in portfolio and property management would
be beneficial to us and our shareholders.
We may less vigorously pursue enforcement of terms of agreements entered into with our PROs because of
conflicts of interest with our PROs.
Our PROs are entities that have contributed self storage properties to us in exchange for ownership interests in
us. As part of each transaction, our PROs make limited representations to us regarding the entities, properties and
other assets to be acquired by us in the contribution and generally agree to indemnify us for 12 months after the
closing of the contribution for breaches of such representations. Such indemnification is limited, however, and we
are not entitled to any other indemnification in connection with the contributions. In addition, following each
contribution from a PRO, the day-to-day operations of each of the managed properties will be managed by the PRO
who was the principal of the applicable property portfolios prior to the contribution. In addition, certain key persons
of our PROs are members of our board or our PRO advisory committee. Consequently, we may choose not to
enforce, or to enforce less vigorously, our rights under these agreements and any other agreements with our PROs
due to our desire to maintain our ongoing relationship with our PROs, which could adversely affect our operating
results and business.
We own self storage properties in some of the same geographic regions as our PROs and may compete for tenants
with other properties managed by our PROs.
Pursuant to our FPMAs, each PRO has agreed that, without our consent, the PRO will not, and it will cause its
affiliates (other than Blue Sky's sub-manager) not to, enter into any new arrangements for the management of
additional self storage properties within any PRO's assigned territory. However, we have not and will not acquire all
of the self storage properties of our PROs. We will therefore own self storage properties in some of the same
geographic regions as our PROs, and, as a result, we and our PROs may compete for tenants. This competition may
affect our ability to attract and retain tenants and may reduce the rental rates we are able to charge, which could
adversely affect our operating results and business.
Our PROs may engage in other activities, diverting their attention from the management of our properties, which
could adversely affect the execution of our business plan and our operating results.
Our PROs and their employees and personnel are in the business of managing self storage properties. We have
agreed that our PROs may continue to manage properties not included in our portfolio, and our PROs are not
obligated to dedicate any specific employees or personnel exclusively to the management of our properties. As a
result, their time and efforts may be diverted from the management of our properties, which could adversely affect
the execution of our business plan and our operating results.
When a PRO elects or is required to "retire" we may become exposed to new and additional costs and risks.
Under our FPMAs, after a two-year period following the initial contribution of their properties to us, a PRO
may elect, or be required, to "retire" from the self storage business. Upon a retirement event, management of the
properties will be transferred to us (or our designee) in exchange for OP units with a value equal to four times the
average of the normalized annual EBITDA from the management contracts related to such PRO's managed portfolio
over the immediately preceding 24-month period. As a result of this transfer, we may become exposed to new and
additional costs and risks. Accordingly, the retirement of a PRO may adversely affect our financial condition and
operating results. For example, in connection with our internalization of a retiring PRO, there can be no assurance
that we will be able to retain such retiring PRO's employees, successfully hire new employees, or effectively
integrate such employees and the retiring PRO's property management platform into our or another PRO's property
management platform.
Our contribution transactions were generally not negotiated on an arm's-length basis and may not be as
favorable to us as if they had been negotiated with unaffiliated third parties.
We did not conduct arm's-length negotiations with certain of the parties involved regarding the terms of our
contribution transactions, including the contribution agreements, FPMAs, sales commission agreements, AMAs and
registration rights agreements. In the course of structuring such transactions, certain members of our senior
management team and other contributors had the ability to influence the type and level of benefits that they received
from us. Accordingly, the terms of such transactions may not solely reflect the best interests of us or our
shareholders and may be overly favorable to the other party to such transactions and agreements.
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Conflicts of interest could arise with respect to certain transactions between the holders of OP units and
subordinated performance units, which include our PROs, on the one hand, and us and our shareholders, on the
other.
Conflicts of interest could arise with respect to the interests of holders of OP units and subordinated
performance units, on the one hand, which include members of our senior management team, PROs, and trustees
and us and our shareholders, on the other. Certain business combinations, the sale, disposition or transfer of certain
of our assets or the repayment of certain indebtedness that may be desirable to us and our shareholders could have
adverse tax consequences to such unit holders. In addition, under Maryland law, our trustees and officers have duties
to the Company in connection with their management of the Company, however, under Delaware law, as a general
partner, we have fiduciary duties to our operating partnership and to the limited partners in connection with the
management of our operating partnership. Our duties as a general partner may come into conflict with the duties of
our trustees and officers to the Company and our shareholders and we are not required to resolve such conflicts in
favor of either the Company or the limited partners in our operating partnership. Further, there can be no assurance
that any procedural protections we implement to address these or other conflicts of interest will result in optimal
outcomes for us and our shareholders.
The partnership agreement of our operating partnership contains provisions that may delay, defer or prevent a
change in control.
The partnership agreement of our operating partnership provides that subordinated performance unit holders
holding more than 50% of the voting power of the subordinated performance units must approve certain change of
control transactions involving us unless, as a result of such transactions, the holders of subordinated performance
units are offered a choice (1) to allow their subordinated performance units to remain outstanding without the terms
thereof being materially and adversely changed or the subordinated performance units are converted into or
exchanged for equity securities of the surviving entity having terms and conditions that are substantially similar to
those of the subordinated performance units (it being understood that we may not be the surviving entity and that the
parent of the surviving entity or the surviving entity may not be publicly traded) or (2) to receive for each
subordinated performance unit an amount of cash, securities or other property payable to a holder of OP units had
such holder exercised its right to exchange its subordinated performance units for OP units without taking into
consideration a specified conversion penalty associated with such an exchange. In addition, in the case of any such
change of control transactions in which we have not received the consent of OP unit holders holding more than 50%
of the OP units (other than those held by us or our subsidiaries) and of subordinated performance unit holders
holding more than 50% of the voting power of the subordinated performance units (other than those held by us or
our subsidiaries), such transaction is required to be approved by a company-wide vote of limited partners holding
more than 50% of our outstanding OP units in which OP units (including for this purpose OP units held by us and
our subsidiaries) are voted and subordinated performance units (not held by us and our subsidiaries) are voted on an
applicable as converted basis and in which we will be deemed to vote the OP units held by us and our subsidiaries in
proportion to the manner in which all of our outstanding common shares were voted at a shareholders meeting
relating to such transaction. These approval rights could delay, deter, or prevent a transaction or a change in control
that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.
Certain provisions of the Maryland General Corporation Law (the "MGCL") and of our bylaws and our
declaration of trust could inhibit a change in our control and have an adverse impact on the price of our shares.
The MGCL, our bylaws and our declaration of trust contain provisions that may discourage, delay or make
more difficult a change in our control. We are subject to the Maryland Business Combination Act. Our board has
adopted a resolution exempting from the Maryland Business Combination Act any business combinations between
us and (1) any other person, provided that the business combination is first approved by our board (including a
majority of disinterested trustees), (2) Arlen D. Nordhagen and any of his affiliates and associates and (3) any person
acting in concert with the foregoing. As a result, such persons may be able to enter into business combinations with
us that may not be in the best interests of our shareholders without compliance by us with the moratorium
supermajority vote requirements and other provisions of the statute. If this resolution is repealed or our board does
not approve a business combination, the Maryland Business Combination Act may discourage third parties from
trying to acquire control of us and increase the difficulty of consummating such an offer.
The Maryland Control Share Acquisition Act provides that holders of "control shares" of a Maryland real estate
investment trust acquired in a "control share acquisition" have no voting rights with respect to such shares except to
the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be
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cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our trustees
who are also our employees. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of
our shares by any person. If we amend our bylaws to repeal the exemption from the Maryland Control Share
Acquisition Act, the Maryland Control Share Acquisition Act also may make it more difficult for a third party to
obtain control of us and increase the difficulty of consummating such an offer.
We have also adopted other measures that may make it difficult for a third party to obtain control of us,
including provisions of our declaration of trust and bylaws limiting the liability of our present and former trustees
and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law,
requiring us to indemnify our present and former trustees and officers for actions taken in their official capacities,
permitting (subject to the rights of holders of any class or series of preferred shares) removal of a trustee, with or
without cause, only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the
election of trustees, and authorizing our board (without shareholder approval) to classify or reclassify our shares in
one or more classes or series, to cause the issuance of additional shares and to amend our declaration of trust to
increase or decrease the number of shares that we have authority to issue. These provisions, as well as other
provisions of our declaration of trust and bylaws, may delay, defer or prevent a transaction or a change in control
that might otherwise be in the best interests of our shareholders.
Restrictions on ownership and transfer of our shares may restrict change of control or business combination
opportunities in which our shareholders might receive a premium for their shares.
In order for us to qualify as a REIT for each taxable year, no more than 50% in value of our outstanding shares
may be owned, directly or constructively, by five or fewer individuals during the last half of any calendar year, and
at least 100 persons must beneficially own our shares during at least 335 days of a taxable year of 12 months, or
during a proportionate portion of a shorter taxable year. "Individuals" for this purpose include natural persons,
private foundations, some employee benefit plans and trusts, and some charitable trusts. To assist us in preserving
our REIT qualification, among other purposes, our declaration of trust generally prohibits, among other limitations,
any person from beneficially or constructively owning more than 9.8% in value or in number of shares, whichever is
more restrictive, of our aggregate outstanding shares of all classes and series, the outstanding shares of any class or
series of our preferred shares or our outstanding common shares. These ownership limits and the other restrictions
on ownership and transfer of our shares contained in our declaration of trust could have the effect of discouraging a
takeover or other transaction in which holders of our common shares might receive a premium for their shares over
the then prevailing market price or which holders might believe to be otherwise in their best interests. Our board of
trustees has established exemptions from these ownership limits which permits certain of our institutional investors
to hold up to 20% of our common shares and up to 25% of our preferred shares.
Risks Related to Our Debt Financings
There are risks associated with our indebtedness.
Our level of debt and the limitations imposed on us by our debt agreements could have significant adverse
consequences, including the following:
•
•
•
•
our cash flow may be insufficient to meet our required principal and interest payments;
to satisfy our debt obligations, we may be forced to dispose of one or more of our properties, possibly on
disadvantageous terms;
our debt level could place us at a competitive disadvantage compared to our competitors with less debt; and
we may violate our restrictive covenants or otherwise default on our obligations, which may entitle our
creditors to accelerate our debt obligations, foreclose on our properties securing our debt, enforce our
guarantees and/or trigger default on our other indebtedness.
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Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms or at all
and have other adverse effects on us.
Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to
refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make
acquisitions or make distributions required to maintain our qualification as a REIT. A downturn in the credit markets
may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our
business plans accordingly. In addition, these factors may make it more difficult for us to sell properties or may
adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased
costs of debt financing or difficulties in obtaining debt financing.
We depend on external sources of capital that are outside of our control, which could adversely affect our ability
to acquire or develop properties, satisfy our debt obligations and/or make distributions to shareholders.
We depend on external sources of capital to acquire properties, to satisfy our debt obligations and to make
distributions to our shareholders required to maintain our qualification as a REIT, and these sources of capital may
not be available on favorable terms, or at all. Our access to external sources of capital depends on a number of
factors, including the market's perception of our growth potential and our current and potential future earnings and
our ability to continue to qualify as a REIT for U.S. federal income tax purposes. If we are unable to obtain external
sources of capital, we may not be able to acquire properties when strategic opportunities exist, satisfy our debt
obligations or make cash distributions to our shareholders that would permit us to qualify as a REIT or avoid paying
tax on all of our net taxable income.
Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to
service our indebtedness and make cash distributions to our shareholders, and our decision to hedge against
interest rate risk might not be effective.
As of December 31, 2021, we had approximately $2.9 billion of debt outstanding, of which approximately
$615.0 million, or 20.9%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate
swaps). Although the credit markets have recently experienced historic lows in interest rates, if interest rates rise, the
interest rates on variable-rate debt that we may incur in the future could be higher than current levels, which could
increase our financing costs and decrease our cash flow and our ability to pay cash distributions to our shareholders.
Although we have historically sought, and may in the future seek, to manage our exposure to interest rate
volatility by using interest rate hedging arrangements, these arrangements may not be effective. Developing an
effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with
interest rate fluctuations. Failure to hedge effectively against interest rate changes may adversely affect our financial
condition, results of operations and ability to make cash distributions to our shareholders.
The terms and covenants relating to our indebtedness could adversely impact our economic performance.
Our credit facility, term loan facilities and senior unsecured notes contain (and any new or amended facility we
may enter into from time to time will likely contain) customary affirmative and negative covenants, including
financial covenants that, among other things, cap our total leverage and our unsecured debt. In the event that we fail
to satisfy our covenants, we would be in default under our debt agreements and may be required to repay such debt
with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be
available to us, or may be available only on unattractive terms. Moreover, the presence of such covenants could
cause us to operate our business with a view toward compliance with such covenants, which might not produce
optimal returns for shareholders.
The discontinuation of the London interbank offered rate ("LIBOR") and transition to alternative reference
rates may adversely impact our borrowings and interest rate hedging.
Many of our debt agreements and our interest rate swap agreements are linked to LIBOR, including our credit
facility and term loan facilities. As announced on March 5, 2021 by the ICE Benchmark Administration Limited
("IBA"), the IBA will cease the publication of LIBOR for the most commonly used U.S. dollar LIBOR tenors after
June 30, 2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial
institutions convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended the
Secured Overnight Financing Rate ("SOFR") as a more robust reference rate alternative to U.S. dollar LIBOR.
Market practices related to SOFR calculation conventions continue to develop and may vary, and inconsistent
calculation conventions may develop among financial products. It is not possible to predict all consequences of the
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IBA's plans to cease publishing LIBOR, any related regulatory actions and the expected discontinuance of the use of
LIBOR as a reference rate for financial contracts.
Before the transition date described above, we may need to amend our debt agreements and interest rate swap
agreements that utilize LIBOR as a factor in determining the interest rate based on SOFR or another new standard
that is established, if any. However, these efforts may not be successful in mitigating the legal, tax and financial risk
from changing the reference rate in our legacy agreements. Furthermore, the transition away from LIBOR may
adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative
instruments. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market
disruptions, significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an
adverse effect on our business, results of operations, financial condition, and the market price of our common shares.
Risks Related to Our Qualification as a REIT
Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and
local taxes, which would reduce the amount of operating cash flow to our shareholders.
We have elected and we believe that we have qualified to be taxed as a REIT commencing with our taxable year
ended December 31, 2015. We have not requested, and do not intend to request a ruling from the Internal Revenue
Service ("IRS"), that we qualify as a REIT. Qualification as a REIT involves the application of highly technical and
complex Code provisions and Treasury Regulations promulgated thereunder for which there are limited judicial and
administrative interpretations. To qualify as a REIT, we must meet, on an ongoing basis through actual operating
results, various tests regarding the nature and diversification of our assets and our income, the ownership of our
outstanding shares and the amount of our distributions. Our ability to satisfy these asset tests depends upon our
analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise
determination, and for which we will not obtain independent appraisals. Moreover, new legislation, court decisions
or administrative guidance may, in each case possibly with retroactive effect, make it more difficult or impossible
for us to qualify as a REIT. Thus, while we believe that we have been organized and operated and we intend to
operate so that we will continue to qualify as a REIT, given the highly complex nature of the rules governing REITs,
the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no
assurance can be given that we have qualified or will so qualify for any particular year. These considerations also
might restrict the types of assets that we can acquire or services that we can provide in the future.
We own and may in the future acquire direct or indirect interests in entities that have elected or will elect to be
treated as REITs under the Code (each a "Subsidiary REIT"). If a Subsidiary REIT were to fail to qualify as a REIT,
then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT
would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we
would fail certain of the tests applicable to REITs, in which event we would fail to qualify as a REIT unless we
qualify for certain statutory relief provisions.
If we fail to qualify as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions,
we would be required to pay U.S. federal income tax on our taxable income at regular corporate rates, and
distributions to our shareholders would not be deductible by us in determining our taxable income. In such a case,
we might need to borrow money, sell assets, or reduce or even cease making distributions in order to pay our taxes.
Our payment of income tax would reduce significantly the amount of operating cash flow to our shareholders.
Furthermore, if we fail to maintain our qualification as a REIT, we no longer would be required to make
distributions to our shareholders. In addition, unless we were eligible for certain statutory relief provisions, we could
not re-elect to be taxed as a REIT until the fifth calendar year following the year in which we failed to qualify.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we qualify for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our
income and assets, including taxes on any undistributed income, state or local income and property and transfer
taxes, including real property transfer taxes. In addition, we could, in certain circumstances, be required to pay an
excise or penalty tax (which could be significant in amount) in order to utilize one or more relief provisions under
the Code to maintain our qualification as a REIT. Any of these taxes would decrease operating cash flow to our
shareholders.
In order to qualify as a REIT, we must distribute to our shareholders each calendar year at least 90% of our net
taxable income (excluding net capital gain). To the extent that we satisfy the 90% distribution requirement, but
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distribute less than 100% of our net taxable income (including net capital gain), we would be subject to U.S. federal
corporate income tax on our undistributed net taxable income. In addition, we will incur a 4% non-deductible excise
tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified
under U.S. federal income tax laws. Although we intend to distribute our net taxable income to our shareholders in a
manner that would avoid this 4% tax, there can be no assurance that we will be able to do so, due to timing
differences between our actual receipt of cash and the inclusion of items in our income for U.S. federal income tax
purposes, the effect of non-deductible capital expenditures, or the creation of reserves or required debt or
amortization payments.
In addition, we will be subject to a 100% tax on any income from sales or other dispositions of property (other
than property treated as foreclosure property under the Code) that is held as inventory or primarily for sale to
customers in the ordinary course of a trade or business by a REIT, either directly or indirectly through certain pass-
through subsidiaries (a "prohibited transaction"). In order to meet the REIT qualification requirements, or to avoid
the imposition of the penalty tax on prohibited transactions, we may hold some of our assets or provide certain
services to our tenants through one or more TRSs, which generally will be subject to U.S. federal, state and local
corporate taxes. In addition, if a REIT lends money to a TRS, the TRS may be unable to deduct all or a portion of
the interest paid to the REIT, which could increase the tax liability of the TRS. In addition, the Code imposes a
100% tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's length basis.
We intend to structure transactions with any TRS on terms that we believe are arm's length to avoid incurring the
100% excise tax described above. There can be no assurances, however, that we will be able to avoid application of
the 100% tax. Furthermore, if we acquire appreciated assets from a corporation that is or has been a subchapter C
corporation in a transaction in which the adjusted tax basis of such assets in our hands is less than the fair market
value of the assets, determined at the time we acquired such assets, and if we subsequently dispose of any such
assets during the 5-year period following the acquisition of the assets from the C corporation, we will be subject to
tax at the highest corporate tax rates on any gain from the disposition of such assets to the extent of the excess of the
fair market value of the assets on the date that we acquired such assets over the basis of such assets on such date,
which we refer to as built-in gains. Payment of these taxes generally could materially and adversely affect our
income, cash flow, results of operations, financial condition, liquidity and prospects, and could adversely affect the
value of our common shares and our ability to make distributions to our shareholders.
Complying with the REIT requirements may cause us to forgo and/or liquidate otherwise attractive investments,
and in some situations, to maintain our REIT qualification, we may be forced to borrow funds during
unfavorable market conditions.
To qualify as a REIT, we must ensure that at least 75% of our gross income for each taxable year, excluding
certain amounts, is derived from certain real property-related sources, and at least 95% of our gross income for each
taxable year, excluding certain amounts, is derived from certain real property-related sources and passive income
such as dividends and interest. In addition, we must ensure that, at the end of each calendar quarter, at least 75% of
the value of our total assets consists of cash, cash items, U.S. government securities and qualified real estate assets.
The remainder of our investment in securities generally cannot include more than 10% of the outstanding voting
securities of any one issuer (other than U.S. government securities, securities of corporations that are treated as
TRSs and qualified real estate assets) or more than 10% of the total value of the outstanding securities of any one
issuer (other than government securities, securities of corporations that are treated as TRSs and qualified real estate
assets). In addition, in general, no more than 5% of the value of our assets can consist of the securities of any one
issuer (other than U.S. government securities, securities of corporations that are treated as TRSs and qualified real
estate assets), no more than 20% of the value of our total assets can be represented by securities of one or more
TRSs and no more than 25% of the value of our assets can consist of debt instruments issued by publicly offered
REITs that are not otherwise secured by real property. If we fail to comply with these asset requirements at the end
of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for
certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
To meet these tests, we may be required to take or forgo taking actions that we would otherwise consider
advantageous. For instance, in order to satisfy the gross income or asset tests applicable to REITs under the Code,
we may be required to forgo investments that we otherwise would make, and we may be required to liquidate from
our portfolio otherwise attractive investments. In addition, we may be required to make distributions to shareholders
at disadvantageous times or when we do not have funds readily available for distribution. As a result, we may need
to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not
favorable for these borrowings. Our access to third-party sources of capital depends on a number of factors,
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including the market's perception of our growth potential, our current debt levels, the per share trading price of our
common shares, and our current and potential future earnings. We cannot assure you that we will have access to
such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities
and/or to dispose of assets at inopportune times. These actions could reduce our income and amounts available for
distribution to our shareholders. Thus, compliance with the REIT requirements may hinder our investment
performance.
If our operating partnership is treated as a corporation for U.S. federal income tax purposes, we will cease to
qualify as a REIT.
We believe our operating partnership qualifies as a partnership for U.S. federal income tax purposes, and
accordingly generally will not be subject to U.S. federal income tax on its income. Instead, each of its partners,
including us, will be required to pay tax on its allocable share of our operating partnership's income. No assurance
can be provided, however, that the IRS will not challenge our operating partnership's status as a partnership for U.S.
federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating
our operating partnership as a corporation for U.S. federal income tax purposes, we would fail to meet the gross
income tests and certain of the asset tests applicable to REITs, we would cease to qualify as a REIT, and both we
and our operating partnership would become subject to U.S. federal, state and local income tax. The payment by our
operating partnership of income tax would reduce significantly the amount of cash available to our operating
partnership to satisfy obligations to make principal and interest payments on its debt and to make distribution to its
partners, including us.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax
liabilities.
The REIT provisions of the Code may limit our ability to hedge our assets and operations. Under these
provisions, any income that we generate from transactions intended to hedge our interest rate risk will be excluded
from gross income for purposes of the REIT 75% and 95% gross income tests if (i) the instrument (a) hedges interest
rate risk on liabilities used to carry or acquire real estate assets or (b) hedges an instrument described in clause (a)
for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged
by the hedged instrument, and (ii) the relevant instrument is properly identified under applicable Treasury
regulations. Income from hedging transactions that does not meet these requirements will generally constitute non-
qualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these rules, we
may have to limit our use of hedging techniques that might otherwise be advantageous or implement those hedges
through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on
gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear,
and we generally would not benefit from losses in our TRS, although, subject to limitation, such losses may be
carried forward to offset future taxable income of the TRS.
The ability of our board of trustees to revoke our REIT election without shareholder approval may cause adverse
consequences to our shareholders.
Our declaration of trust provides that the board of trustees may revoke or otherwise terminate our REIT
election, without the approval of our shareholders, if the board determines that it is no longer in our best interest to
attempt to, or continue to, qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S.
federal income tax on our net taxable income and we generally would no longer be required to distribute any of our
net taxable income to our shareholders, which may have adverse consequences on our total return to our
shareholders.
Legislative or regulatory tax changes related to REITs could materially and adversely affect our business.
At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative
interpretations of those laws or regulations may be changed, possibly with retroactive effect. Furthermore, the Biden
administration has indicated an intention to enact tax legislation that could impact the taxation of an investment in
our common stock. We cannot predict if or when any new U.S. federal income tax law, regulation or administrative
interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative
interpretation, will be adopted, promulgated or become effective or whether any such law, regulation or
interpretation may take effect retroactively. We and our shareholders could be adversely affected by any such
change in, or any new, U.S. federal income tax law, regulation or administrative interpretation. The Tax Cuts and
Jobs Act of 2017 ("TCJA"), which was signed into law on December 22, 2017, significantly changed U.S. federal
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income tax laws applicable to businesses and their owners, including REITs and their stockholders, and lessened the
relative competitive advantage of operating as a REIT rather than as a C corporation. Stockholders are urged to
consult with their tax advisors regarding the effects of the TCJA or other legislative, regulatory or administrative
developments on an investment in the Company's common stock.
Risks Related to Our Common Shares and Preferred Shares
Common shares and preferred shares eligible for future sale may have adverse effects on our share price.
Subject to applicable law and the rules of any stock exchange on which our shares may be listed or traded, our
board, without common shareholder approval, may authorize us to issue additional authorized and unissued common
shares and preferred shares on the terms and for the consideration it deems appropriate and may amend our
declaration of trust to increase the total number of shares, or the number of shares of any class or series, that we are
authorized to issue. In addition, our operating partnership may issue OP units, which are redeemable for cash or, at
our option exchangeable on a one-for-one basis into common shares after an agreed period of time and certain other
conditions, preferred units of limited partnership interest, which are redeemable for cash or, at our option
exchangeable on a one-for-one basis into our 6.000% Series A cumulative redeemable preferred shares of beneficial
interest ("Series A Preferred Shares") and subordinated performance units, which are only convertible into OP units
beginning two years following the initial issuance of the applicable series and then (i) at the holder's election only
upon the achievement of certain performance thresholds relating to the properties to which such subordinated
performance units relate or (ii) at our election upon a retirement event of a PRO that holds such subordinated
performance units or upon certain qualifying terminations.
Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units,
if such subordinated performance units were convertible into OP units as of December 31, 2021, each subordinated
performance unit would on average hypothetically convert into 1.61 OP units, or into an aggregate of approximately
22.7 million OP units. These amounts are based on historical financial information for the trailing twelve months
ended December 31, 2021. The hypothetical conversion is calculated by dividing the average cash available for
distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We
anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed
this amount. The actual number of OP units into which such subordinated performance units will become
convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to
the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending
prior to conversion. We have also granted registration rights to those persons who will be eligible to receive
common shares issuable upon exchange of OP units and preferred shares issuable upon exchange of preferred units
issued in our contribution transactions.
We cannot predict the effect, if any, of future sales of our common or preferred shares or the availability of
shares for future sales, on the market price of our common or preferred shares. The market price of our common
shares may decline significantly when the restrictions on resale by certain of our shareholders lapse. Sales of
substantial amounts of common or preferred shares or the perception that such sales could occur may adversely
affect the prevailing market price for our common shares.
We cannot assure our ability to pay dividends in the future.
Historically, we have paid quarterly common share dividends to our shareholders and quarterly distributions to
our operating partnership unitholders, and we intend to continue to pay such dividends and distributions in amounts
such that all or substantially all of our net taxable income in each year is distributed, which, along with other factors,
should enable us to continue to qualify for the tax benefits accorded to a REIT under the Code. We have not
established a minimum dividends payment level, and all future distributions will be made at the discretion of our
board. Our ability to pay dividends will depend upon, among other factors:
•
•
•
the operational and financial performance of our properties;
capital expenditures with respect to existing and newly acquired properties;
general and administrative expenses associated with our operation as a publicly-held REIT;
• maintenance of our REIT qualification;
•
the amount of, and the interest rates on, our debt and the ability to refinance our debt;
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•
•
the absence of significant expenditures relating to environmental and other regulatory matters; and
other risk factors described in this Annual Report on Form 10-K.
Certain of these matters are beyond our control and any significant difference between our expectations and
actual results could have a material adverse effect on our cash flow and our ability to make distributions to
shareholders.
Future offerings of debt or equity securities, which may rank senior to our common shares, may adversely affect
the market price of our common shares.
If we decide to issue debt securities in the future, which would rank senior to our common shares, it is likely
that they will be governed by an indenture or other instrument containing covenants restricting our operating
flexibility. Additionally, any equity securities or convertible or exchangeable securities that we issue in the future
may have rights, preferences and privileges more favorable than those of our common shares and may result in
dilution to owners of such shares. We and, indirectly, our shareholders will bear the cost of issuing and servicing
such securities. Because our decision to issue debt or equity securities in any future offering will depend on market
conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our
future offerings. Thus, holders of our common shares will bear the risk of our future offerings reducing the market
price of our shares and diluting the value of their common share holdings in us.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2021, we held ownership interests in and operated a geographically diversified portfolio of
1,050 self storage properties, located in 42 states and Puerto Rico, comprising approximately 67.8 million rentable
square feet, configured in approximately 533,000 storage units. Of these properties, we consolidated 873 self storage
properties that contain approximately 55.1 million rentable square feet and we held a 25% ownership interest in 177
unconsolidated real estate venture properties that contain approximately 12.7 million rentable square feet.
The following table sets forth summary information regarding our consolidated properties by state as of
December 31, 2021.
31
State/Territory
Texas
California(1)
Oregon
Georgia
Florida
North Carolina
Arizona
Oklahoma
Louisiana(1)
Kansas
Indiana
Colorado
Washington
Pennsylvania
New Hampshire
Puerto Rico
Alabama
Nevada
Tennessee
Ohio
Missouri
Illinois
Maryland
Massachusetts
New Mexico
Kentucky
New Jersey
South Carolina
Idaho
Mississippi
Iowa
Arkansas
Virginia
Minnesota
Connecticut
New York
Montana
Wyoming
Wisconsin
Utah
Total/Weighted Average
Number of
Properties
Number of
Units
Rentable
Square Feet
% of Rentable
Square Feet
Period-end
Occupancy
194
86
70
60
57
41
33
33
31
23
21
20
19
17
15
14
14
14
13
13
11
10
8
7
6
5
5
5
5
4
3
3
3
3
2
1
1
1
1
1
873
88,530
51,256
28,782
27,072
34,660
19,765
17,899
15,284
13,797
8,597
10,988
8,820
6,643
7,397
7,113
12,391
7,295
7,037
6,144
5,504
4,937
6,190
1,436
1,830
1,040
2,740
1,298
456
2,790
2,717
3,943
4,563
424
1,180
4,844
814
1,416
314
378
439
428,723
12,435,375
6,479,103
3,596,730
3,679,216
3,775,898
2,485,012
2,062,371
2,141,647
1,715,227
1,187,718
1,440,340
1,092,199
872,745
912,872
886,686
1,338,160
1,071,525
886,873
825,720
729,087
628,849
697,652
262,331
226,935
170,920
353,947
166,701
47,959
413,276
363,718
488,548
492,984
56,500
152,461
522,547
93,105
199,345
46,550
59,672
60,200
55,118,704
22.6 %
11.8 %
6.4 %
6.7 %
6.9 %
4.5 %
3.7 %
3.9 %
3.1 %
2.2 %
2.6 %
2.0 %
1.6 %
1.7 %
1.6 %
2.4 %
1.9 %
1.6 %
1.5 %
1.3 %
1.1 %
1.3 %
0.5 %
0.4 %
0.3 %
0.6 %
0.3 %
0.1 %
0.7 %
0.7 %
0.9 %
0.9 %
0.1 %
0.3 %
0.9 %
0.2 %
0.4 %
0.1 %
0.1 %
0.1 %
100.0 %
91.4 %
96.7 %
90.4 %
94.9 %
94.3 %
96.0 %
94.3 %
94.7 %
92.0 %
90.3 %
93.8 %
89.8 %
88.7 %
93.0 %
94.2 %
95.7 %
79.2 %
94.2 %
91.7 %
90.5 %
87.2 %
90.6 %
97.8 %
95.8 %
85.3 %
94.0 %
90.0 %
84.6 %
86.8 %
88.1 %
92.5 %
81.0 %
88.8 %
94.0 %
81.8 %
87.4 %
90.6 %
89.5 %
94.1 %
97.9 %
92.6 %
(1) Six of the California properties and two of the Louisiana properties are subject to non-cancelable leasehold interest agreements that are classified as operating leases. See
"Note 13. Leases" in Item 8. "Financial Statements and Supplementary Data."
32
The following table sets forth summary information regarding our unconsolidated real estate venture properties
by state as of December 31, 2021.
State
Florida
Michigan
New Jersey
Alabama
Ohio
California
Georgia
Other(1)
Total
Number of
Properties
Number of
Units
Rentable
Square Feet
% of Rentable
Square Feet
Period-end
Occupancy
27
24
15
14
14
12
11
60
177
15,082
15,606
10,522
5,521
9,378
6,649
6,132
34,937
103,827
1,712,691
1,979,323
1,226,183
826,157
1,124,497
779,635
872,083
4,188,295
12,708,864
13.5 %
15.6 %
9.6 %
6.5 %
8.8 %
6.1 %
6.9 %
33.0 %
100.0 %
95.5 %
92.6 %
87.4 %
94.6 %
91.3 %
95.3 %
95.5 %
92.2 %
92.7 %
(1) Other states in the unconsolidated real estate ventures include Arizona, Delaware, Illinois, Massachusetts, Minnesota, Mississippi, Nevada,
New York, Oklahoma, Pennsylvania, Rhode Island, Tennessee, Texas and Virginia.
Our portfolio consists of self storage properties that are designed to offer customers convenient, affordable, and
secure storage units. Generally, our properties are in highly visible locations clustered in states or markets with
strong population and job growth and are specifically designed to accommodate residential and commercial tenants
with features such as security systems, electronic gate entry, easy access, climate control, and pest control. Our units
typically range from 25 square feet to 300 square feet, and some of our properties also offer outside storage for
vehicles, boats, and equipment. We provide 24-hour access to many storage units through computer controlled
access systems, as well as alarm and sprinkler systems on many of our individual storage units. Almost all of the
storage units in our portfolio are leased on a month-to-month basis providing us the flexibility to increase rental rates
over time as market conditions permit. Additional information on our consolidated self storage properties is
contained in "Schedule III - Real Estate and Accumulated Depreciation" in this Annual Report on Form 10-K.
Item 3. Legal Proceedings
We are not currently subject to any legal proceedings that we consider to be material.
Item 4. Mine Safety Disclosures
Not applicable.
33
Table of Contents
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common shares have been listed and traded on the NYSE under the symbol "NSA" since April 22, 2015.
Prior to that time there was no public market for our common shares.
Holders
As of February 24, 2022, the Company had 87 record holders of its common shares. The 87 holders of record do
not include the beneficial owners of common shares whose shares are held by a broker or bank. Such information
was obtained from our transfer agent and registrar.
Dividends
Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our
shareholders. Holders of common shares are entitled to receive distributions when declared by our board of trustees
out of any assets legally available for that purpose. In order to maintain our status as a REIT, we are required to
distribute at least 90% of our "REIT taxable income," which is generally equivalent to our net taxable ordinary
income, determined without regard to the deduction for dividends paid and excluding net capital gains to our
shareholders annually in order to maintain our REIT qualification for U.S. federal income tax purposes.
Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, capital
gains, return of capital or a combination thereof. Each year we communicate to shareholders the tax characterization
of the common share dividends paid during the preceding year. Our tax return for the year ended December 31, 2021
has not yet been filed and consequently, the taxability information presented for our dividends paid in 2021 is based
upon management's estimate. The following table summarizes the taxability of our dividends per common share for
the year ended December 31, 2021:
Ordinary Income
Return of Capital
Total
Equity Compensation Plan Information
Year Ended
December 31, 2021
$
1.460519
0.129481
$
1.590000
91.9 %
8.1 %
100.0 %
Information about our equity compensation plans is incorporated by reference to Item 12 of Part III of this
Annual Report on Form 10-K.
Unregistered Sales of Equity Securities
During the three months ended December 31, 2021, the Company, in its capacity as general partner of its
operating partnership, caused the operating partnership to issue 47,806 common shares to satisfy redemption
requests from certain limited partners.
On December 21, 2021, the operating partnership issued 8,662 OP units to an affiliate of Moove In, one of the
Company's existing PROs, as partial consideration for the acquisition of a self storage property.
On December 28, 2021, the operating partnership issued 16,972 OP units to unrelated third parties and an
affiliate of Moove In, one of the Company's existing PROs, as partial consideration for the acquisition of a self
storage property.
On December 29, 2021, the operating partnership issued 6,632 OP units to an affiliate of Moove In, one of the
Company's existing PROs, as partial consideration for the acquisition of a self storage property.
On December 31, 2021, the operating partnership issued 96,256 OP units, of which 48,128 units were issued to
an affiliate of Northwest and 48,128 units were issued to a company controlled by J. Timothy Warren, but owned by
Mr. Warren's adult children, as partial consideration for the acquisition of an interest in SBOA TI Reinsurance Ltd.
34
Table of Contents
Effective as of January 1, 2022, in connection with the retirement of Northwest, as described above in this Form
10-K, the Company issued 46,540 OP units to Northwest and its shareholders. In addition, effective as of the same
day, 2,078,357 Series NW subordinated performance units converted into 3,911,260 OP units as a non-voluntary
conversion in connection with Northwest's retirement. Of these, (i) a company owned and controlled by J. Timothy
Warren received 13,213 OP units upon conversion of 7,021 Series NW subordinated performance units and (ii) a
company controlled by J. Timothy Warren, but owned by Mr. Warren's adult children, received 295,739 OP units
upon the conversion of 157,149 Series NW subordinated performance units.
Also effective as of January 1, 2022, 82,611 subordinated performance units were converted in a voluntary
conversion into 235,241 OP units. Of this amount, a company owned and controlled by Mark Van Mourick received
52,954 OP units upon the conversion of 20,000 Series OV subordinated performance units. In addition, effective as
of January 1, 2022, 625,000 Class A OP units were converted into 234,751 Series MI subordinated performance
units through an affiliate of Move It in a voluntary conversion.
As of February 14, 2022, the operating partnership issued 6,217 subordinated performance units to an affiliate
of Personal Mini, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage
property.
Following a specified lock up period after the date of issuance set forth above, the OP units issued by the
operating partnership may be redeemed from time to time by holders for a cash amount per OP unit equal to the
market value of an equivalent number of common shares. The Company has the right, but not the obligation, to
assume and satisfy the redemption obligation of the operating partnership described above by issuing one common
share in exchange for each OP unit tendered for redemption.
The Company has elected to report early the private placement of its common shares that may occur if the
Company elects to assume the redemption obligation of the operating partnership as described above in the event
that OP units are in the future tendered for redemption.
Following a two-year lock-up period, holders of subordinated performance units may elect, only upon the
achievement of certain performance thresholds relating to the properties to which such subordinated performance
units relate, to convert all or a portion of such subordinated performance units into OP units one time each year by
submitting a completed conversion notice prior to December 1 of such year. All duly submitted conversion notices
will become effective on the immediately following January 1. For additional information about the conversion or
exchange of subordinated performance units into OP units, see Note 9 in Item 8 of this report.
As of February 24, 2022, other than those OP units held by the Company, 37,666,531 OP units were
outstanding (including 774,704 outstanding Long-Term Incentive Plan Units ("LTIP units") and 1,924,918
outstanding OP units in certain consolidated subsidiaries of the operating partnership ("DownREIT OP units"),
which are convertible into, or exchangeable for, OP units on a one-for-one basis, subject to certain conditions).
These issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
35
Table of Contents
Performance Graph
The following chart compares the yearly cumulative total shareholder return for our common shares with the
cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the Nareit All
Equity REIT Index as provided by Nareit for the period beginning December 31, 2016 and ending December 31,
2021.
Index
Period Ending
12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021
National Storage Affiliates Trust
S&P 500
$
100 $
100
129 $
122
130 $
116
173 $
153
Russell 2000
Nareit All Equity REIT Index
100
100
115
109
102
104
128
134
193 $
181
154
127
382
233
176
180
The foregoing item assumes $100.00 invested on December 31, 2016, with dividends reinvested. The
Performance Graph will not be deemed to be incorporated by reference into any filing by NSA under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that NSA
specifically incorporates the same by reference.
Item 6. [Reserved]
None.
36
Period EndingIndex ValueTotal Return PerformanceNational Storage Affiliates TrustS&P 500Russell 2000Nareit All Equity REIT Index12/31/1612/31/1712/31/1812/31/1912/31/2012/31/21050100150200250300350400
Table of Contents
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in
conjunction with the financial statements and notes thereto included in Item 8. "Financial Statements and
Supplementary Data" as well as Item 1. "Business," Item 1A. "Risk Factors," and Item 2. "Properties," respectively,
in this Annual Report on Form 10-K.
Overview
National Storage Affiliates Trust is a fully integrated, self-administered and self-managed real estate investment
trust organized in the state of Maryland on May 16, 2013. We have elected and we believe that we have qualified to
be taxed as a REIT commencing with our taxable year ended December 31, 2015. We serve as the sole general
partner of our operating partnership, a Delaware limited partnership formed on February 13, 2013 to conduct our
business, which is focused on the ownership, operation, and acquisition of self storage properties predominantly
located within the top 100 MSAs throughout the United States.
Our Structure
Our structure promotes operator accountability as subordinated performance units issued to our PROs in
exchange for the contribution of their properties are entitled to distributions only after those properties satisfy
minimum performance thresholds. In the event of a material reduction in operating cash flow, distributions on our
subordinated performance units will be reduced before or disproportionately to distributions on our common shares
held by our common shareholders. In addition, we expect our PROs will generally co-invest subordinated equity in
the form of subordinated performance units in each acquisition that they source, and the value of these subordinated
performance units will fluctuate with the performance of their managed portfolios. Therefore, our PROs are
incentivized to select acquisitions that are expected to exceed minimum performance thresholds, thereby increasing
the value of their subordinated equity stake. We expect that our shareholders will benefit from the higher levels of
property performance that our PROs are incentivized to deliver.
Our PROs
We had ten PROs as of December 31, 2021: Northwest, Optivest, Move It, Guardian, Southern, Blue Sky,
Moove In, Hide Away, Storage Solutions and Personal Mini. We seek to further expand our platform by continuing
to recruit additional established self storage operators, while integrating our operations through the implementation
of centralized initiatives, including management information systems, revenue enhancement, and cost optimization
programs. Our national platform allows us to capture cost savings by eliminating redundancies and utilizing
economies of scale across the property management platforms of our PROs while also providing greater access to
lower-cost capital.
During the year ended December 31, 2021, one of our largest PROs, Northwest, notified us of Northwest's
election to retire as a PRO effective January 1, 2022. As a result of the retirement, on January 1, 2022, management
of our properties in the Northwest managed portfolio was transferred to us and the Northwest brand name and
related intellectual property was internalized by us, and we discontinued payment of any supervisory and
administrative fees or reimbursements to Northwest. In addition, on January 1, 2022, we issued a notice of non-
voluntary conversion to convert all of the subordinated performance units related to Northwest's managed portfolio
into OP units. As part of the internalization, most of Northwest's employees were offered and provided employment
by us and continue managing Northwest's portfolio of properties as members of our existing property management
platform.
Our Property Management Platform
Through our property management platform, we direct, manage and control the day-to-day operations and
affairs of certain consolidated properties and our unconsolidated real estate ventures under our iStorage and
SecurCare brands. As of December 31, 2021, our property management platform managed and controlled 415 of our
consolidated properties and 177 of our unconsolidated real estate venture properties.
We earn certain customary fees for managing and operating the properties in the unconsolidated real estate
ventures and we facilitate tenant insurance and/or tenant warranty protection programs for tenants at these properties
in exchange for half of all proceeds from such programs.
37
Table of Contents
Our Consolidated Properties
We seek to own properties that are well located in high quality sub-markets with highly accessible street access
and attractive supply and demand characteristics, providing our properties with strong and stable cash flows that are
less sensitive to the fluctuations of the general economy. Many of these markets have multiple barriers to entry
against increased supply, including zoning restrictions against new construction and new construction costs that we
believe are higher than our properties' fair market value.
As of December 31, 2021, we owned a geographically diversified portfolio of 873 self storage properties,
located in 39 states and Puerto Rico, comprising approximately 55.1 million rentable square feet, configured in
approximately 429,000 storage units. Of these properties, 298 were acquired by us from our PROs, 574 were
acquired by us from third-party sellers and one was acquired by us from the 2016 Joint Venture.
Our Unconsolidated Real Estate Ventures
We seek to opportunistically partner with institutional funds and other institutional investors to acquire
attractive portfolios utilizing a promoted return structure. We believe there is significant opportunity for continued
external growth by partnering with institutional investors seeking to deploy capital in the self storage industry.
2018 Joint Venture
As of December 31, 2021, our 2018 Joint Venture, in which we have a 25% interest, owned and operated a
portfolio of 103 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 December 31, 2021, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and
operated a portfolio of 74 properties containing approximately 4.9 million rentable square feet, configured in
approximately 40,000 storage units and located across 13 states.
COVID-19
We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business. The
outbreak of COVID-19 in many countries, including the United States, has adversely impacted economic activity.
As of the date of this report, our stores continue to operate and we are in compliance with federal, state and
local COVID-19 guidelines and mandates. In response to the pandemic, we have continued to maintain increased
levels and frequency of cleaning and sanitation of our self storage facilities and the recommended social distancing
guidelines. Many of our stores feature online rental capabilities whereby a customer can complete the entire rental
process online and receive an access code to the storage facility. For the remainder of our stores that do not yet
benefit from the online rental feature, the combination of call center and email communication eliminates the need
for any physical contact between customers and employees.
Due to the pandemic, we experienced a slowdown in overall business activity during the second quarter of
2020. However, we observed sustained improvement in our property operating results during the third and fourth
quarters of 2020 and continuing through the year ended December 31, 2021.
Results of Operations
When reviewing our results of operations it is important to consider the timing of acquisition activity. We
acquired 229 self storage properties during the year ended December 31, 2021 and 77 self storage properties during
the year ended December 31, 2020. As a result of these and other factors, we do not believe that our historical results
of operations discussed and analyzed below are comparable or necessarily indicative of our future results of
operations or cash flows.
To help analyze the operating performance of our self storage properties, we also discuss and analyze operating
results relating to our same store portfolio. Our same store portfolio is defined as those properties owned and
operated since the first day of the earliest year presented, excluding any properties sold, expected to be sold or
subject to significant changes such as expansions or casualty events which cause the portfolio's year-over-year
operating results to no longer be comparable.
38
Table of Contents
The following discussion and analysis of the results of our operations and financial condition for the year ended
December 31, 2021 compared to the year ended December 31, 2020 should be read in conjunction with the
accompanying consolidated financial statements included in Item 8. The discussion and analysis of the results of our
operations and financial condition for the year ended December 31, 2020 compared to the year ended December 31,
2019, can be found in Part II, "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations" of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the
SEC on February 26, 2021.
Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease
of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such
rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this
section may vary slightly from those obtained by performing the same calculations using the figures in our
consolidated financial statements or in the associated text. Certain other amounts that appear in this section may
similarly not sum due to rounding.
Year Ended December 31, 2021 compared to the Year Ended December 31, 2020
Net income was $146.9 million for the year ended December 31, 2021, compared to $79.5 million for the year
ended December 31, 2020, an increase of $67.4 million. The increase was primarily due to an increase in net
operating income ("NOI") resulting from self storage properties acquired during 2020 and 2021 and increases in
equity in earnings from the Company's unconsolidated real estate ventures, partially offset by increases in
depreciation and amortization, interest expense and general and administrative expenses. For a description of NOI,
see "Non-GAAP Financial measures – NOI".
Overview
As of December 31, 2021, our same store portfolio consisted of 560 self storage properties. See "---Results of
Operations" above for the definition of our same store portfolio. The following table illustrates the changes in rental
revenue, other property-related revenue, management fees and other revenue, property operating expenses, and other
expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 (dollars in
thousands):
Rental revenue
Same store portfolio
Non-same store portfolio
Total rental revenue
Other property-related revenue
Same store portfolio
Non-same store portfolio
Total other property-related revenue
Property operating expenses
Same store portfolio
Non-same store portfolio
Total property operating expenses
Net operating income
Same store portfolio
Non-same store portfolio
Total net operating income
Management fees and other revenue
General and administrative expenses
Depreciation and amortization
Other
Year Ended December 31,
2020
2021
Change
$
423,974 $
117,573
541,547
368,185 $
26,475
394,660
55,789
91,098
146,887
15,358
4,392
19,750
117,672
37,593
155,265
321,660
84,372
406,032
24,374
(51,001)
(158,312)
(2,853)
13,420
1,104
14,524
113,165
10,321
123,486
268,440
17,258
285,698
23,038
(43,640)
(117,174)
(808)
1,938
3,288
5,226
4,507
27,272
31,779
53,220
67,114
120,334
1,336
(7,361)
(41,138)
(2,045)
39
Table of Contents
Other (expense) income
Interest expense
Equity in earnings of unconsolidated real estate
ventures
Acquisition costs
Non-operating (expense) income
Other expense
Income before income taxes
Income tax expense
Net income
Net income attributable to noncontrolling interests
Net income attributable to National Storage
Affiliates Trust
Distributions to preferred shareholders
Year Ended December 31,
2020
2021
Change
(72,062)
(62,595)
(9,467)
5,294
(1,941)
(906)
(69,615)
148,625
(1,690)
146,935
(41,682)
265
(2,424)
(1,211)
(65,965)
81,149
(1,671)
79,478
(30,869)
105,253
48,609
(13,104)
(13,097)
5,029
483
305
(3,650)
67,476
(19)
67,457
(10,813)
56,644
(7)
Net income attributable to common shareholders
$
92,149 $
35,512 $
56,637
Total Revenue
Our total revenue increased by $153.4 million, or 35.5%, for the year ended December 31, 2021, as compared to
the year ended December 31, 2020. This increase was primarily attributable to incremental revenue from 229 self
storage properties acquired during the year ended December 31, 2021, increases in management fees and other
revenue from our unconsolidated real estate ventures and an increase in total portfolio average occupancy from
89.3% for the year ended December 31, 2020 to 94.2% for the year ended December 31, 2021. Average occupancy
is calculated based on the average of the month-end occupancy immediately preceding the period presented and the
month-end occupancies included in the respective period presented.
Rental Revenue
Rental revenue increased by $146.9 million, or 37.2%, for the year ended December 31, 2021, as compared to
the year ended December 31, 2020. The increase in rental revenue was due to a $91.1 million increase in non-same
store rental revenue which was primarily attributable to incremental rental revenue of $56.6 million from 229 self
storage properties acquired during 2021, and $32.8 million from 77 self storage properties acquired during 2020.
Same store portfolio rental revenues increased $55.8 million, or 15.2%, due to a 8.3% increase, from $12.14 to
$13.15, in annualized same store rental revenue (including fees and net of any discounts and uncollectible customer
amounts) divided by average occupied square feet ("average annualized rental revenue per occupied square foot"),
driven primarily by increased contractual lease rates for in-place tenants and an increase in average occupancy from
89.3% for the year ended December 31, 2020 to 94.9% for the year ended December 31, 2021.
Other Property-Related Revenue
Other property-related revenue represents ancillary income from our self storage properties, such as tenant
insurance-related access fees and sales of storage supplies. Other property-related revenue increased by $5.2 million,
or 36.0%, for the year ended December 31, 2021, as compared to the year ended December 31, 2020. This increase
primarily resulted from a $1.9 million, or 14.4%, increase in same store other property-related revenue and a $3.3
million increase in non-same store other property-related revenue which was primarily attributable to incremental
other property-related revenue of $2.1 million from 229 self storage properties acquired during 2021, and $1.1
million from 77 self storage properties acquired during 2020.
Management Fees and Other Revenue
Management fees and other revenue, which are primarily related to managing and operating the unconsolidated
real estate ventures, were $24.4 million for the year ended December 31, 2021, compared to $23.0 million for the
year ended December 31, 2020, an increase of $1.3 million or 5.8%. This increase was primarily attributable to
increased property management fees due to growth in unconsolidated real estate venture revenue.
40
Table of Contents
Property Operating Expenses
Property operating expenses were $155.3 million for the year ended December 31, 2021 compared to $123.5
million for the year ended December 31, 2020, an increase of $31.8 million, or 25.7%. The increase in property
operating expenses resulted from a $4.5 million, or 4.0%, increase in same store property operating expenses and a
$27.3 million increase in non-same store property operating expenses that was primarily attributable to incremental
property operating expenses of $17.1 million from 229 self storage properties acquired during 2021, and $9.7
million from 77 self storage properties acquired during 2020.
General and Administrative Expenses
General and administrative expenses increased $7.4 million, or 16.9%, for the year ended December 31, 2021,
compared to the year ended December 31, 2020. This increase was attributable to increases in supervisory and
administrative fees charged by our PROs of $4.0 million, due to increases in property revenue and acquisitions of
additional properties managed by our PROs, as well as increases in equity based compensation expense and
personnel costs.
Depreciation and Amortization
Depreciation and amortization increased $41.1 million, or 35.1%, for the year ended December 31, 2021,
compared to the year ended December 31, 2020. This increase was primarily attributable to incremental depreciation
expense related to the 229 self storage properties acquired during 2021 and 77 self storage properties acquired
during 2020. The increase in depreciation and amortization includes an increase in amortization of customer in-place
leases from $9.0 million for the year ended December 31, 2020 to $20.7 million for the year ended December 31,
2021.
Interest Expense
Interest expense increased $9.5 million, or 15.1%, for the year ended December 31, 2021, compared to the year
ended December 31, 2020. The increase in interest expense was attributable to higher outstanding borrowings
including (i) the October 2020 issuance of $150.0 million of 2.99% senior unsecured notes due August 5, 2030 and
$100.0 million of 3.09% senior unsecured notes due August 5, 2032, (ii) the May 2021 issuance of $55.0 million of
3.10% senior unsecured notes due May 4, 2033, (iii) the July 2021 issuance of $35.0 million of 2.16% senior
unsecured notes due May 4, 2026 and $90.0 million of 3.00% senior unsecured notes due May 4, 2031, (iv) the
September 2021 issuance of $125.0 million of term loan debt under our credit facility with an effective interest rate
of 1.25% as of December 31, 2021, and (v) the December 14, 2021 issuance of $75.0 million of 2.72% senior
unsecured notes due November 30, 2030, $175.0 million of 2.81% senior unsecured notes due November 30, 2031
and $75.0 million of 3.06% senior unsecured notes due November 30, 2036 and (vi) an increase in borrowings under
our revolving line of credit with an effective interest rate of 1.35% as of December 31, 2021.
Equity In Earnings Of Unconsolidated Real Estate Ventures
Equity in earnings of unconsolidated real estate ventures represents our share of earnings and losses incurred
through our 25% ownership interests in the 2018 Joint Venture and the 2016 Joint Venture. During the year ended
December 31, 2021, we recorded $5.3 million of equity in earnings from our unconsolidated real estate ventures
compared to $0.3 million for the year ended December 31, 2020.
Net Income Attributable to Noncontrolling Interests
As discussed in Note 2 to the consolidated financial statements in Item 8, we allocate U.S. generally accepted
accounting principles ("GAAP") income (loss) utilizing the HLBV method, in which we allocate income or loss
based on the change in each unitholders' claim on the net assets of our operating partnership at period end after
adjusting for any distributions or contributions made during such period.
Due to the stated liquidation priorities and because the HLBV method incorporates non-cash items such as
depreciation expense, in any given period, income or loss may be allocated disproportionately to noncontrolling
interests. Net income attributable to noncontrolling interests was $41.7 million for the year ended December 31,
2021, compared to $30.9 million for the year ended December 31, 2020.
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Critical Accounting Policies and Use of Estimates
Our financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The
preparation of these financial statements requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we
evaluate our estimates and assumptions, including those that impact our most critical accounting policies. We base
our estimates and assumptions on historical experience and on various other factors that we believe are reasonable
under the circumstances. Our critical accounting estimates are defined as accounting estimates or assumptions made
in accordance with GAAP, which involve a significant level of estimation, uncertainty or subjectivity and have had
or are reasonably likely to have a material impact on our financial condition or results of operations. Actual results
may differ from these estimates. We believe the following are our most critical accounting policies.
Principles of Consolidation and Presentation of Noncontrolling Interests
Our consolidated financial statements include the accounts of our operating partnership and its controlled
subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation of
entities.
The limited partner ownership interests in our operating partnership that are held by owners other than us are
referred to as noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT
partnerships held by entities other than our operating partnership. Noncontrolling interests in a subsidiary are
generally reported as a separate component of equity in our consolidated balance sheets. In our consolidated
statements of operations, the revenues, expenses and net income or loss related to noncontrolling interests in our
operating partnership are included in the consolidated amounts, with net income or loss attributable to the
noncontrolling interests deducted separately to arrive at the net income or loss solely attributable to us.
When we obtain an economic interest in an entity, we evaluate the entity to determine if the entity is deemed a
variable interest entity ("VIE"), and if we are 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, we consider 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. We consolidate all entities that are VIEs and of which the Company is
deemed to be the primary beneficiary.
Self Storage Properties and Customer In-Place Leases
Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses.
When self storage properties are acquired, the purchase price is allocated to the tangible and intangible assets
acquired and liabilities assumed based on estimated fair values. The purchase price is allocated to the individual
properties based on the fair value determined using an income approach or a cash flow analysis using appropriate
risk adjusted capitalization rates, which take into account the relative size, age, and location of the individual
properties along with current and projected occupancy and relative rental rates or appraised values, if available.
Tangible assets are allocated to land, buildings and related improvements, and furniture and equipment.
In allocating the purchase price for a self storage property acquisition, we determine whether the acquisition
includes intangible assets. We allocate a portion of the purchase price to an intangible asset attributed to the value of
customer in-place leases. Because the majority of tenant leases are on a month-to-month basis, this intangible asset
represents the estimated value of the leases in effect on the acquisition date. This intangible asset is amortized to
expense using the straight-line method over 12 months, the estimated average remaining rental period for the leases.
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Non-GAAP Financial Measures
FFO and Core FFO
Funds from operations, or FFO, is a widely used performance measure for real estate companies and is provided
here as a supplemental measure of our operating performance. The December 2018 Nareit Funds From Operations
White Paper - 2018 Restatement, which we refer to as the White Paper, defines FFO as net income (as determined
under GAAP), excluding: real estate depreciation and amortization, gains and losses from the sale of certain real
estate assets, gains and losses from change in control, mark-to-market changes in value recognized on equity
securities, impairment write-downs of certain real estate assets and impairment of investments in entities when it is
directly attributable to decreases in the value of depreciable real estate held by the entity and after items to record
unconsolidated partnerships and joint ventures on the same basis. Distributions declared on subordinated
performance units and DownREIT subordinated performance units represent our allocation of FFO to noncontrolling
interests held by subordinated performance unitholders and DownREIT subordinated performance unitholders. For
purposes of calculating FFO attributable to common shareholders, OP unitholders, and LTIP unitholders, we
exclude distributions declared on subordinated performance units, DownREIT subordinated performance units,
preferred shares and preferred units. We define Core FFO as FFO, as further adjusted to eliminate the impact of
certain items that we do not consider indicative of our core operating performance. These further adjustments consist
of acquisition costs, organizational and offering costs, gains on debt forgiveness, gains (losses) on early
extinguishment of debt, and after adjustments for unconsolidated partnerships and joint ventures.
Management uses FFO and Core FFO as key performance indicators in evaluating the operations of our
properties. Given the nature of our business as a real estate owner and operator, we consider FFO and Core FFO as
key supplemental measures of our operating performance that are not specifically defined by GAAP. We believe
that FFO and Core FFO are useful to management and investors as a starting point in measuring our operational
performance because FFO and Core FFO exclude various items included in net income (loss) that do not relate to or
are not indicative of our operating performance such as gains (or losses) from sales of self storage properties and
depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation
of FFO and Core FFO may not be comparable to FFO reported by other REITs or real estate companies.
FFO and Core FFO should be considered in addition to, but not as a substitute for, other measures of financial
performance reported in accordance with GAAP, such as total revenues, operating income and net income (loss).
FFO and Core FFO do not represent cash generated from operating activities determined in accordance with GAAP
and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further
understand our performance, FFO and Core FFO should be compared with our reported net income (loss) and
considered in addition to cash flows computed in accordance with GAAP, as presented in our consolidated financial
statements.
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The following table presents a reconciliation of net income (loss) to FFO and Core FFO for the periods
presented (in thousands, except per share and unit amounts):
Net income
Add (subtract):
Real estate depreciation and amortization
Company's share of unconsolidated real estate venture real
estate depreciation and amortization
Gain on sale of self storage properties
Mark-to-market changes in value on equity securities
Company's share of unconsolidated real estate venture loss
on sale of properties
Distributions to preferred shareholders and unitholders
FFO attributable to subordinated performance unitholders(1)
FFO attributable to common shareholders, OP
unitholders, and LTIP unitholders
Add:
Acquisition costs
Year Ended December 31,
2021
2020
2019
$
146,935 $
79,478 $
66,013
156,930
115,757
103,835
15,408
15,297
—
—
—
—
142
—
(14,070)
(49,810)
(14,055)
(29,708)
19,889
(2,814)
(610)
202
(13,243)
(34,121)
255,393
166,911
139,151
1,941
2,424
1,317
Core FFO attributable to common shareholders, OP
unitholders, and LTIP unitholders
$
257,334 $
169,335 $
140,468
Weighted average shares and units outstanding - FFO and
Core FFO:(2)
Weighted average shares outstanding - basic
Weighted average restricted common shares outstanding
Weighted average effect of outstanding forward offering
agreement(3)
Weighted average OP units outstanding
Weighted average DownREIT OP unit equivalents outstanding
Weighted average LTIP units outstanding
Total weighted average shares and units outstanding -
FFO and Core FFO
81,195
33
100
30,127
1,925
542
66,547
58,208
30
60
29,863
1,906
543
28
—
30,277
1,848
585
113,922
98,949
90,946
FFO per share and unit
Core FFO per share and unit
$
$
2.24 $
2.26 $
1.69 $
1.71 $
1.53
1.54
(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders
for the periods presented.
(2) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the
Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and
DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for-
one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and
LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are
convertible into or exchangeable for common shares). See footnote(1) to the following table for additional discussion of subordinated
performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit.
(3) Represents the dilutive effect of the forward offering from the application of the treasury stock method.
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The following table presents a reconciliation of earnings (loss) per share - diluted to FFO and Core FFO per
share and unit for the periods presented:
Year Ended December 31,
2020
2021
2019
Earnings (loss) per share - diluted
$
0.98 $
0.53 $
(0.15)
Impact of the difference in weighted average number of
shares(1)
Impact of GAAP accounting for noncontrolling interests,
two-class method and treasury stock method(2)
Add real estate depreciation and amortization
Add Company's share unconsolidated venture real estate
depreciation and amortization
Subtract gain on sale of self storage properties
Mark-to-market changes in value recognized on equity
securities
FFO attributable to subordinated performance unitholders
FFO per share and unit
Add acquisition costs and Company's share of unconsolidated
real estate venture acquisition costs
Core FFO per share and unit
$
0.18
—
1.38
0.14
—
—
(0.44)
2.24
0.02
2.26 $
(0.16)
0.30
1.17
0.15
—
—
(0.30)
1.69
0.02
1.71 $
0.05
0.69
1.14
0.22
(0.03)
(0.01)
(0.38)
1.53
0.01
1.54
(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the
weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using
the two-class method for the company's restricted common shares, the treasury stock method for certain unvested LTIP units, and includes
the assumption of a hypothetical conversion of subordinated performance units and DownREIT subordinated performance units into OP
units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For
additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units
into OP units, see Note 10 to the consolidated financial statements in Item 8. The computation of weighted average shares and units for
FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all
subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the
allocation of FFO to the related unitholders based on distributions declared.
(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests,
after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as
described in footnote (1).
NOI
Net operating income, or NOI, represents rental revenue plus other property-related revenue less property
operating expenses. NOI is not a measure of performance calculated in accordance with GAAP.
We believe NOI is useful to investors in evaluating our operating performance because:
•
•
NOI is one of the primary measures used by our management and our PROs to evaluate the economic
productivity of our properties, including our ability to lease our properties, increase pricing and occupancy
and control our property operating expenses;
NOI is widely used in the real estate industry and the self storage industry to measure the performance and
value of real estate assets without regard to various items included in net income that do not relate to or are
not indicative of operating performance, such as depreciation and amortization, which can vary depending
upon accounting methods, the book value of assets, and the impact of our capital structure; and
• We believe NOI helps our investors to meaningfully compare the results of our operating performance from
period to period by removing the impact of our capital structure (primarily interest expense on our
outstanding indebtedness) and depreciation of the cost basis of our assets from our operating results.
There are material limitations to using a non-GAAP measure such as NOI, including the difficulty associated
with comparing results among more than one company and the inability to analyze certain significant items,
including depreciation and interest expense, that directly affect our net income (loss). We compensate for these
limitations by considering the economic effect of the excluded expense items independently as well as in connection
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with our analysis of net income (loss). NOI should be considered in addition to, but not as a substitute for, other
measures of financial performance reported in accordance with GAAP, such as total revenues and net income (loss).
The following table presents a reconciliation of net income (loss) to NOI for the periods presented (dollars in
thousands):
Net income
(Subtract) add:
Management fees and other revenue
General and administrative expenses
Other
Depreciation and amortization
Interest expense
Equity in (earnings) losses of unconsolidated real estate
ventures
Acquisition costs
Income tax expense
Gain on sale of self storage properties
Non-operating expense (income)
Net operating income
Year Ended December 31,
2020
2021
2019
$
146,935 $
79,478 $
66,013
(24,374)
51,001
2,853
158,312
72,062
(5,294)
1,941
1,690
—
906
406,032 $
(23,038)
43,640
808
117,174
62,595
(265)
2,424
1,671
—
1,211
285,698 $
(20,735)
44,030
1,551
105,119
56,464
4,970
1,317
1,351
(2,814)
(452)
256,814
$
Our consolidated NOI shown in the table above does not include our proportionate share of NOI for our
unconsolidated real estate ventures. For additional information about our 2018 Joint Venture and 2016 Joint Venture
see Note 5 to the consolidated financial statements in Item 8.
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss), as determined under GAAP, plus interest expense, loss on early
extinguishment of debt, income taxes, depreciation and amortization expense and the Company's share of
unconsolidated real estate venture depreciation and amortization. We define Adjusted EBITDA as EBITDA plus
acquisition costs, organizational and offering expenses, equity-based compensation expense, losses on sale of
properties and impairment of long-lived assets, minus gains on sale of properties and debt forgiveness, and after
adjustments for unconsolidated partnerships and joint ventures. These further adjustments eliminate the impact of
items that we do not consider indicative of our core operating performance. In evaluating EBITDA and Adjusted
EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of
the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as
an inference that our future results will be unaffected by unusual or non-recurring items.
We present EBITDA and Adjusted EBITDA because we believe they assist investors and analysts in comparing
our performance across reporting periods on a consistent basis by excluding items that we do not believe are
indicative of our core operating performance. EBITDA and Adjusted EBITDA have limitations as an analytical tool.
Some of these limitations are:
•
•
•
•
EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements, for capital
expenditures, contractual commitments or working capital needs;
EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements
necessary to service interest or principal payments, on our debts;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash
requirements for such replacements;
Adjusted EBITDA excludes equity-based compensation expense, which is and will remain a key element of
our overall long-term incentive compensation package, although we exclude it as an expense when
evaluating our ongoing operating performance for a particular period;
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•
•
EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we
consider not to be indicative of our ongoing operations; and
other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do,
limiting their usefulness as comparative measures.
We compensate for these limitations by considering the economic effect of the excluded expense items
independently as well as in connection with our analysis of net income (loss). EBITDA and Adjusted EBITDA
should be considered in addition to, but not as a substitute for, other measures of financial performance reported in
accordance with GAAP, such as total revenues and net income (loss).
The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods
presented (dollars in thousands):
Net income
Add:
Depreciation and amortization
Company's share of unconsolidated real estate venture
depreciation and amortization
Income tax expense
Interest expense
EBITDA
Add:
Acquisition costs
Gain on sale of self storage properties
Company's share of unconsolidated real estate venture loss
on sale of properties
Equity-based compensation expense
Adjusted EBITDA
Liquidity and Capital Resources
Liquidity Overview
Year Ended December 31,
2020
2021
2019
$
146,935 $
79,478 $
66,013
158,312
117,174
105,119
15,408
1,690
72,062
394,407
1,941
—
15,297
1,671
62,595
276,215
2,424
—
19,889
1,351
56,464
248,836
1,317
(2,814)
—
5,462
401,810 $
—
4,278
282,917 $
202
4,527
252,068
$
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash
flow from our operations. Additional sources are proceeds from equity and debt offerings, debt financings including
additional borrowing capacity under the credit facility, and expansion options available under the 2023 Term Loan
Facility, the 2028 Term Loan Facility, and our credit facility.
Our short-term liquidity requirements consist primarily of property operating expenses, property acquisitions,
capital expenditures, general and administrative expenses and principal and interest on our outstanding indebtedness.
A further short-term liquidity requirement relates to distributions to our common and preferred shareholders and
holders of preferred units, OP units, subordinated performance units, LTIP units, DownREIT OP units and
DownREIT subordinated performance units. We expect to fund short-term liquidity requirements from our operating
cash flow, cash on hand and borrowings under our credit facility.
Our long-term liquidity needs consist primarily of the repayment of debt, property acquisitions, and capital
expenditures. We acquire properties through the use of cash, preferred units, OP units and subordinated performance
units in our operating partnership or DownREIT partnerships. We expect to meet our long-term liquidity
requirements with operating cash flow, cash on hand, secured and unsecured indebtedness, and the issuance of
equity and debt securities.
The availability of credit and its related effect on the overall economy may affect our liquidity and future
financing activities, both through changes in interest rates and access to financing. Currently, interest rates are low
compared to historical levels. Our ability to access capital on favorable terms as well as to use cash from operations
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to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected
by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic. We believe
that, as a publicly-traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity
requirements, including the incurrence of additional debt and the issuance of debt and additional equity securities.
However, we cannot assure you that this will be the case.
Cash Flows
At December 31, 2021, we had $25.0 million in cash and cash equivalents and $2.9 million of restricted cash,
an increase in cash and cash equivalents of $6.3 million and a decrease in restricted cash of $0.1 million from
December 31, 2020. Restricted cash primarily consists of escrowed funds deposited with financial institutions for
real estate taxes, insurance, and other reserves for capital improvements in accordance with our loan agreements.
The following discussion relates to changes in cash due to operating, investing, and financing activities, which are
presented in our consolidated statements of cash flows included in Item 8 of this report.
Operating Activities
Cash provided by our operating activities was $331.3 million for the year ended December 31, 2021 compared
to $220.7 million for the year ended December 31, 2020, an increase of $110.6 million. Our operating cash flow
increased primarily due to 77 self storage properties acquired during the year ended December 31, 2020 that
generated cash flow for the entire year ended December 31, 2021 and 229 self storage properties that were acquired
during the year ended December 31, 2021. These increases were partially offset by higher cash payments for
interest expense.
Investing Activities
Cash used in investing activities was $2.0 billion for the year ended December 31, 2021 compared to $509.7
million for the year ended December 31, 2020. The primary uses of cash for the year ended December 31, 2021
were for our acquisition of 229 self storage properties for cash consideration of $2.0 billion, capital expenditures of
$27.6 million and the acquisition of the interest in a reinsurance company and related cash flows of $2.9 million.
Cash used in investing activities was $509.7 million for the year ended December 31, 2020 compared to $393.0
million for the year ended December 31, 2019. The primary uses of cash for the year ended December 31, 2020
were for our acquisition of 77 self storage properties for cash consideration of $496.5 million, deposits for potential
acquisitions of $1.1 million, capital expenditures of $16.4 million and contributions to unconsolidated real estate
ventures of $4.4 million partially offset by $7.6 million of proceeds from the sale of equity securities and $1.5
million of distributions from unconsolidated real estate ventures.
Capital expenditures totaled $27.6 million, $16.4 million and $20.6 million during the years ended
December 31, 2021, 2020 and 2019 respectively. We generally fund post-acquisition capital additions from cash
provided by operating activities.
We categorize our capital expenditures broadly into three primary categories:
•
•
•
recurring capital expenditures, which represent the portion of capital expenditures that are deemed
to replace the consumed portion of acquired capital assets and extend their useful life;
value enhancing capital expenditures, which represent the portion of capital expenditures that are made to
enhance the revenue and value of an asset from its original purchase condition; and
acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during
the current period that were identified and underwritten prior to a property's acquisition.
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The following table presents a summary of the capital expenditures for these categories, along with a
reconciliation of the total for these categories to the capital expenditures reported in the accompanying consolidated
statements of cash flows for the periods presented (dollars in thousands):
Recurring capital expenditures
Value enhancing capital expenditures
Acquisitions capital expenditures
Total capital expenditures
Change in accrued capital spending
Year Ended December 31,
2020
2021
2019
$
9,500 $
6,057 $
8,738
11,185
29,423
(1,846)
4,026
6,064
16,147
248
8,708
4,420
8,305
21,433
(839)
Capital expenditures per statement of cash flows
$
27,577 $
16,395 $
20,594
Financing Activities
Cash provided by our financing activities was $1.7 billion for the year ended December 31, 2021 compared to
$286.5 million for the year ended December 31, 2020. Our sources of financing cash flows for the year ended
December 31, 2021 primarily consisted of $1.6 billion of borrowings under the Revolver, $901.0 million of proceeds
from the issuance of common shares, $505.0 million of borrowings from the issuance of senior unsecured notes,
$125.0 million of Term Loan borrowings under our credit facility and $88.0 million of borrowings under secured
fixed-rate note agreements. Our primary uses of financing cash flows for the year ended December 31, 2021 were
for principal payments on existing debt of $1.3 billion (which included $1.3 billion of principal repayments under
the Revolver, $3.9 million in fixed rate mortgage repayments, and $3.8 million of scheduled fixed rate mortgage
principal amortization), distributions to common shareholders of $131.7 million, distributions to noncontrolling
interests of $102.2 million and distributions to preferred shareholders of $13.1 million. Our sources of financing
cash flows for the year ended December 31, 2020 primarily consisted of $680.0 million of borrowings under the
Revolver and $250.0 million of borrowings under our 2030 Notes and 2032 Notes and $82.9 million of proceeds
from the issuance of common shares. Our primary uses of financing cash flows for the year ended December 31,
2020 were for principal payments on existing debt of $546.1 million (which included $505.5 million of principal
repayments under the Revolver and $40.6 million of scheduled fixed rate mortgage principal payments),
distributions to noncontrolling interests of $73.8 million, distributions to common shareholders of $90.1 million and
distributions to preferred shareholders of $13.1 million.
Credit Facility and Term Loan Facilities
As of December 31, 2021, our credit facility provided for total borrowings of $1.550 billion, consisting of six
components: (i) a Revolver which provides for a total borrowing commitment up to $650.0 million, whereby we
may borrow, repay and re-borrow amounts under the Revolver, (ii) a $125.0 million Term Loan A, (iii) a $250.0
million Term Loan B, (iv) a $225.0 million Term Loan C, (v) a $175.0 million Term Loan D and (vi) a $125.0
million Term Loan E. The Revolver matures in January 2024; provided that we may elect to extend the maturity to
July 2024 by paying an extension fee of 0.075% of the total borrowing commitment thereunder at the time of
extension and meeting other customary conditions with respect to compliance. The Term Loan A matures in January
2023, the Term Loan B matures in July 2024, the Term Loan C matures in January 2025, the Term Loan D matures
in July 2026 and the Term Loan E matures in March 2027. The Revolver, Term Loan A, Term Loan B, Term Loan
C, Term Loan D and Term Loan E are not subject to any scheduled reduction or amortization payments prior to
maturity. As of December 31, 2021, we have an expansion option under the credit facility, which, if exercised in
full, would provide for a total credit facility of $1.750 billion.
As of December 31, 2021, $125.0 million was outstanding under the Term Loan A with an effective interest rate
of 3.69%, $250.0 million was outstanding under the Term Loan B with an effective interest rate of 2.86%, $225.0
million was outstanding under the Term Loan C with an effective interest rate of 2.86%, $175.0 million was
outstanding under the Term Loan D with an effective interest rate of 3.07% and $125.0 million was outstanding
under the Term Loan E with an effective interest rate of 1.25%. As of December 31, 2021, we would have had the
capacity to borrow remaining Revolver commitments of $154.3 million while remaining in compliance with the
credit facility's financial covenants.
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We have a 2023 Term Loan Facility that matures in June 2023 and is separate from the credit facility in an
aggregate amount of $175.0 million. As of December 31, 2021 the entire amount was outstanding under the 2023
Term Loan Facility with an effective interest rate of 2.83%. We have an expansion option under the 2023 Term
Loan Facility, which, if exercised in full, would provide for total borrowings in an aggregate amount of $400.0
million.
We have a 2028 Term Loan Facility that matures in December 2028 and is separate from the credit facility and
2023 Term Loan Facility in an aggregate amount of $75.0 million. As of December 31, 2021 the entire amount was
outstanding under the 2028 Term Loan Facility with an effective interest rate of 4.62%. We have an expansion
option under the 2028 Term Loan Facility, which, if exercised in full, would provide for total borrowings in an
aggregate amount up to $125.0 million.
We have a 2029 Term Loan Facility that matures in April 2029 and is separate from the credit facility, 2023
Term Loan Facility and 2028 Term Loan Facility in an aggregate amount of $100.0 million. As of December 31,
2021 the entire amount was outstanding under the 2029 Term Loan Facility with an effective interest rate of 4.27%.
For a summary of our financial covenants and additional detail regarding our credit facility, 2023 Term Loan
Facility, 2028 Term Loan Facility and 2029 Term Loan Facility, please see Note 8 to the consolidated financial
statements in Item 8.
2029 and August 2031 Senior Unsecured Notes
On August 30, 2019, our operating partnership issued $100.0 million of 3.98% senior unsecured notes due
August 30, 2029 and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 in a private placement to
certain institutional investors.
August 2030 and 2032 Senior Unsecured Notes
On October 22, 2020, our operating partnership issued $150.0 million of 2.99% senior unsecured notes due
August 5, 2030 and $100.0 million of 3.09% senior unsecured notes due August 5, 2032 in a private placement to
certain institutional investors.
2026, May 2031 and May 2033 Senior Unsecured Notes
On May 26, 2021, our operating partnership issued $55.0 million of 3.10% senior unsecured notes due May 4,
2033. On July 26, 2021, our operating partnership issued $35.0 million of 2.16% senior unsecured notes due May 4,
2026 and $90.0 million of 3.00% senior unsecured notes due May 4, 2031.
November 2030, November 2031, and 2036 Senior Unsecured Notes
On December 14, 2021, our operating partnership issued $75.0 million of 2.72% senior unsecured notes due
November 30, 2030, $175.0 million of 2.81% senior unsecured notes due November 30, 2031 and $75.0 million of
3.06% senior unsecured notes due November 30, 2036.
Sources of Liquidity and Capital Resources
As of December 31, 2021, we had $25.0 million in cash and cash equivalents, compared to $18.7 million as of
December 31, 2020. Our cash flows from operations result primarily from the ownership and management of self-
storage facilities as described in Part I, Item 1, "Business".
Our material cash requirements from contractual and other obligations primarily relate to our debt obligations.
Expected timing of those payments are as follows. The information in this section should be read in conjunctionwith
Note 8 and other information included in the accompanying consolidated financial statements included in Item 8.
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(in thousands)
Senior Unsecured Notes (1)
Revolving line of credit
Term loan facilities (2)
Fixed rate mortgage notes payable
Total
Next 12
Months
Beyond 12
Months
— $
905,000 $
—
—
—
490,000
1,250,000
303,944
Total
905,000
490,000
1,250,000
303,944
— $
2,948,944 $
2,948,944
$
$
(1) We believe we have access to additional financing and refinancing, if needed.
(2) We have an expansion option related to our Term loan facilities which would provide an additional $200.0 million of borrowing capacity.
We anticipate our current cash balances, cash flows from operations and available sources of liquidity will be
sufficient to fund operations and meet our short-term and long-term cash requirements, including our scheduled debt
repayments, payments for contractual obligations, acquisitions, capital expenditures, working capital needs,
dividends, and other prudent uses of our capital, as needed. However, we will continue to assess our liquidity needs.
In the event of certain market conditions, we may require additional liquidity, which would require us to evaluate
available alternatives and take appropriate actions.
Equity Transactions
Issuance of Common Shares and Series A Preferred Shares
On July 23, 2021, we closed a follow-on public offering of 10,120,000 of common shares, which included
1,320,000 common shares sold upon the exercise in full by the underwriters of their option to purchase additional
common shares, at a public offering price of $51.25 per share. We received aggregate net proceeds from the offering
of approximately $497.4 million after deducting the underwriting discount and additional expenses associated with
the offering.
During the year ended December 31, 2021, we sold 6,026,726 of our common shares through at the market
offerings. The common shares were sold at an average offering price of $51.37 per share, resulting in net proceeds to
us of approximately $306.7 million after deducting compensation payable by us to the agents and offering expenses.
During September 2020, we completed an underwritten public offering of 4,500,000 common shares under
forward sale agreements at a public offering price of $33.15 per share. The underwriters were granted a 30-day
option to purchase up to an additional 675,000 common shares at the same price, which they partially exercised for
an additional 400,000 common shares on October 6, 2020. On December 30, 2020, the Company settled a portion of
the forward offering by physically delivering 1,850,510 common shares to the forward purchasers for net proceeds
of approximately $60.0 million. On March 22, 2021 the Company settled the remaining portion of the forward
offering by physically delivering 3,049,490 common shares to the forward purchasers for net proceeds of
approximately $97.3 million.
During the year ended December 31, 2021, after receiving notices of redemption from certain OP unitholders,
we elected to issue 700,326 common shares to such holders in exchange for 700,326 OP units in satisfaction of the
operating partnership's redemption obligations.
Issuance of OP Equity
In connection with the 229 properties acquired during the year ended December 31, 2021, we issued $195.1
million of OP equity (consisting of 6,665 series A-1 perpetual preferred units, 2,674,928 OP units and 756,351
subordinated performance units).
As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31,
2021, the Company issued 63,033 OP units upon the conversion of 32,741 subordinated performance units and
142,405 OP units upon the conversion of an equivalent number of LTIP units.
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Dividends and Distributions
During the year ended December 31, 2021, the Company paid $131.7 million of distributions to common
shareholders, $13.1 million of distributions to preferred shareholders and distributed $102.2 million to
noncontrolling interests.
On February 24, 2022, our board of trustees declared a cash dividend and distribution, respectively, of $0.50 per
common share and OP unit to shareholders and OP unitholders of record as of March 15, 2022. On February 24,
2022, our board of trustees also declared cash distributions of $0.375 per Series A Preferred Share and Series A-1
preferred unit to shareholders and unitholders of record as of March 15, 2021. In addition, we expect to declare a
cash distribution in the first quarter of 2022 to our subordinated performance unitholders of record as of March 15,
2022. Such dividends and distributions are expected to be paid on March 31, 2022.
Cash Distributions from our Operating Partnership
Under the LP Agreement of our operating partnership, to the extent that we, as the general partner of our
operating partnership, determine to make distributions to the partners of our operating partnership out of the
operating cash flow or capital transaction proceeds generated by a real property portfolio managed by one of our
PROs, the holders of the series of subordinated performance units that relate to such portfolio are entitled to share in
such distributions. Under the LP Agreement of our operating partnership, operating cash flow with respect to a
portfolio of properties managed by one of our PROs is generally an amount determined by us, as general partner of
our operating partnership, equal to the excess of property revenues over property related expenses from that
portfolio. In general, property revenue from the portfolio includes:
(i) all receipts, including rents and other operating revenues;
(ii) any incentive, financing, break-up and other fees paid to us by third parties;
(iii) amounts released from previously set aside reserves; and
(iv) any other amounts received by us, which we allocate to the particular portfolio of properties.
In general, property-related expenses include all direct expenses related to the operation of the properties in that
portfolio, including real property taxes, insurance, property-level general and administrative expenses, employee
costs, utilities, property marketing expense, property maintenance and property reserves and other expenses incurred
at the property level. In addition, other expenses incurred by our operating partnership will also be allocated by us,
as general partner, to the property portfolio and will be included in the property-related expenses of that portfolio.
Examples of such other expenses include:
(i) corporate-level general and administrative expenses;
(ii) out-of-pocket costs, expenses and fees of our operating partnership, whether or not capitalized;
(iii) the costs and expenses of organizing and operating our operating partnership;
(iv) amounts paid or due in respect of any loan or other indebtedness of our operating partnership during such
period;
(v) extraordinary expenses of our operating partnership not previously or otherwise deducted under item (ii)
above;
(vi) any third-party costs and expenses associated with identifying, analyzing, and presenting a proposed
property to us and/or our operating partnership; and
(vii)reserves to meet anticipated operating expenditures, debt service or other liabilities, as determined by us.
To the extent that we, as the general partner of our operating partnership, determine to make distributions to the
partners of our operating partnership out of the operating cash flow of a real property portfolio managed by one of
our PROs, operating cash flow from a property portfolio is required to be allocated to OP unitholders and to the
holders of series of subordinated performance units that relate to such property portfolio as follows:
First, an amount is allocated to OP unitholders in order to provide OP unitholders (together with any prior
allocations of capital transaction proceeds) with a cumulative preferred allocation on the unreturned capital
contributions attributed to the OP units in respect of such property portfolio. The preferred allocation for all of our
existing portfolios is 6%. As of December 31, 2021, our operating partnership had an aggregate of $2,936.9 million
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of unreturned capital contributions with respect to common shareholders and OP unitholders, with respect to the
various property portfolios.
Second, an amount is allocated to the holders of the series of subordinated performance units relating to such
property portfolio in order to provide such holders with an allocation (together with prior distributions of capital
transaction proceeds) on their unreturned capital contributions. Although the subordinated allocation for the
subordinated performance units is non-cumulative from period to period, if the operating cash flow from a property
portfolio related to a series of subordinated performance units is sufficient, in the judgment of the general partner
(with the approval of a majority of our independent trustees), to fund distributions to the holders of such series of
subordinated performance units, but we, as the general partner of our operating partnership, decline to make
distributions to such holders, the amount available but not paid as distributions will be added to the subordinated
allocation corresponding to such series of subordinated performance units. The subordinated allocation for the
outstanding subordinated performance units is 6%. As of December 31, 2021, an aggregate of $168.4 million of
unreturned capital contributions has been allocated to the various series of subordinated performance units.
Thereafter, any additional operating cash flow is allocated to OP unitholders and the applicable series of
subordinated performance units equally.
Following the allocation described above, we as the general partner of our operating partnership, will generally
cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated
performance units to the holders of such series of subordinated performance units. We, as the general partner, may
cause our operating partnership to distribute the amounts allocated to OP unitholders or may cause our operating
partnership to retain such amounts to be used by our operating partnership for any purpose. Any operating cash flow
that is attributable to amounts retained by our operating partnership pursuant to the preceding sentence will generally
be available to be allocated as an additional capital contribution to the various property portfolios.
The foregoing description of the allocation of operating cash flow between the OP unitholders and subordinated
performance unitholders is used for purposes of determining distributions to holders of subordinated performance
units but does not necessarily represent the operating cash flow that will be distributed to OP unitholders (or paid as
dividends to holders of our common shares). Any distribution of operating cash flow allocated to the OP unitholders
will be made at our discretion (and paid as dividends to holders of our common shares at the discretion of our board
of trustees).
Under the LP Agreement of our operating partnership, capital transactions are transactions that are outside the
ordinary course of our operating partnership's business, involve the sale, exchange, other disposition, or refinancing
of any property, and are designated as capital transactions by us, as the general partner. To the extent the general
partner determines to distribute capital transaction proceeds, the proceeds from capital transactions involving a
particular property portfolio are required to be allocated to OP unitholders and to the series of subordinated
performance units that relate to such property portfolio as follows:
First, an amount determined by us, as the general partner, of such capital transaction proceeds is allocated to OP
unitholders in order to provide OP unitholders (together with any prior allocations of operating cash flow) with a
cumulative preferred allocation on the unreturned capital contributions attributed to the OP unitholders in respect of
such property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned
capital contributions.
Second, an amount determined by us, as the general partner, is allocated to the holders of the series of
subordinated performance units relating to such property portfolio in order to provide such holders with a non-
cumulative subordinated allocation on the unreturned capital contributions made by such holders in respect of such
property portfolio that relate to such capital transaction plus an additional amount equal to such unreturned capital
contributions.
The preferred allocation and subordinated allocation with respect to capital transaction proceeds for each
portfolio is equal to the preferred allocation and subordinated allocation for distributions of operating cash flow with
respect to that portfolio.
Thereafter, any additional capital transaction proceeds are allocated to OP unitholders and the applicable series
of subordinated performance units equally.
Following the allocation described above, we, as the general partner of our operating partnership, will generally
cause our operating partnership to distribute the amounts allocated to the relevant series of subordinated
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performance units to the holders of such series of subordinated performance units. We, as general partner of our
operating partnership, may cause our operating partnership to distribute the amounts allocated to the OP unitholders
or may cause our operating partnership to retain such amounts to be used by our operating partnership for any
purpose. Any capital transaction proceeds that are attributable to amounts retained by our operating partnership
pursuant to the preceding sentence will generally be available to be allocated as an additional capital contribution to
the various property portfolios.
The foregoing allocation of capital transaction proceeds between the OP unitholders and subordinated
performance unitholders is used for purposes of determining distributions to holders of subordinated performance
units but does not necessarily represent the capital transaction proceeds that will be distributed to OP unitholders (or
paid as dividends to holders of our common shares). Any distribution of capital transaction proceeds allocated to the
OP unitholders will be made at our discretion (and paid as dividends to holders of our common shares at the
discretion of our board of trustees).
Our OP units are redeemable for cash or, at our option exchangeable on a one-for-one basis into common shares
after an agreed period of time and certain other conditions. Our subordinated performance units are only convertible
into OP units following a two year lock-out period and then (i) at the holder's election only upon the achievement of
certain performance thresholds relating to the properties to which such subordinated performance units relate or
(ii) at our election upon a retirement event of a PRO that holds such subordinated performance units or upon certain
qualifying terminations.
Notwithstanding the two-year lock out period on conversions of subordinated performance units into OP units,
if such subordinated performance units were convertible into OP units as of December 31, 2021, each subordinated
performance unit would on average hypothetically convert into 1.61 OP units, or into an aggregate of approximately
22.7 million OP units. These amounts are based on historical financial information for the trailing twelve months
ended December 31, 2021. The hypothetical conversion is calculated by dividing the average cash available for
distribution, or CAD, per subordinated performance unit by 110% of the CAD per OP unit over the same period. We
anticipate that as our CAD grows over time, the conversion ratio will also grow, including to levels that may exceed
this amount. The actual number of OP units into which such subordinated performance units will become
convertible may vary significantly and will depend upon the applicable conversion penalty and the actual CAD to
the OP units and the actual CAD to the converted subordinated performance units in the one-year period ending
prior to conversion. We have also granted registration rights to those persons who will be eligible to receive
common shares issuable upon exchange of OP units issued in our formation transactions and certain contribution
transactions.
Allocation of Capital Contributions
We, as the general partner of our operating partnership, in our discretion, have the right to increase or decrease,
as appropriate, the amount of capital contributions allocated to our operating partnership in general and to each
series of subordinated performance units to reflect capital expenditures made by our operating partnership in respect
of each portfolio, the sale or refinancing of all or a portion of the properties comprising the portfolio, the distribution
of capital transaction proceeds by our operating partnership, the retention by our operating partnership of cash for
working capital purposes and other events impacting the amount of capital contributions allocated to the holders. In
addition, to avoid conflicts of interests, any decision by us to increase or decrease allocations of capital contributions
must also be approved by a majority of our independent trustees.
Segment
We manage our business as one reportable segment consisting of investments in self storage properties located
in the United States. Although we operate in several markets, these operations have been aggregated into one
reportable segment based on the similar economic characteristics among all markets.
Seasonality
The self storage business is subject to minor seasonal fluctuations. A greater portion of revenues and profits are
realized from May through September. Historically, our highest level of occupancy has typically been in July, while
our lowest level of occupancy has typically been in February. Results for any quarter may not be indicative of the
results that may be achieved for the full fiscal year.
54
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future
income, cash flows, and fair values of financial instruments are dependent upon prevailing market interest rates. The
primary market risk to which we believe we are exposed is interest rate risk. Interest rate risk is highly sensitive to
many factors, including governmental monetary and tax policies, domestic and international economic and political
considerations, and other factors beyond our control. We use interest rate swaps to moderate our exposure to interest
rate risk by effectively converting the interest on variable rate debt to a fixed rate. We make limited use of other
derivative financial instruments and we do not use them for trading or other speculative purposes.
As of December 31, 2021, we had $615.0 million of debt subject to variable interest rates (excluding variable-
rate debt subject to interest rate swaps). If one-month LIBOR were to increase or decrease by 100 basis points, the
increase or decrease in interest expense on the variable-rate debt (excluding variable-rate debt subject to interest rate
swaps) would decrease or increase future earnings and cash flows by approximately $6.2 million annually.
Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our
financial instruments. These analyses do not consider the effect of any change in overall economic activity that
could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our
exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their
possible effects, these analyses assume no changes in our financial structure.
Item 8. Financial Statements and Supplementary Data
The independent registered public accounting firm's reports, consolidated financial statements and schedule
listed in the accompanying index are filed as part of this report and incorporated herein by this reference. See "Index
to Financial Statements" on page F-1 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
A review and evaluation was performed by our management, including our Chief Executive Officer (the
"CEO") and Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of
the end of the period covered by this Annual Report on Form 10-K. Based on that review and evaluation, the CEO
and CFO have concluded that our current disclosure controls and procedures, as designed and implemented, were
effective.
Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material
information otherwise required to be set forth in our periodic reports.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under
the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of trustees, audit committee, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and trustees; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls
may become inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31,
2021. In making this assessment, our management used criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).
Based on this assessment, our management believes that, as of December 31, 2021, our internal control over
financial reporting was effective based on those criteria.
The Company’s independent registered public accounting firm has issued an attestation report on the
Company’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter
ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information regarding our trustees, executive officers and certain other matters required by Item 401 of
Regulation S-K is incorporated herein by reference to our definitive proxy statement relating to our annual meeting
of shareholders (the "Proxy Statement"), to be filed with the SEC within 120 days after December 31, 2021.
The information regarding compliance with Section 16(a) of the Exchange Act required by Item 405 of
Regulation S-K is incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days
after December 31, 2021.
The information regarding our Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is
incorporated herein by reference to the Proxy Statement to be filed with the SEC within 120 days after
December 31, 2021.
The information regarding certain matters pertaining to our corporate governance required by Item 407(c)(3),
(d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC
within 120 days after December 31, 2021.
Item 11. Executive Compensation
The information regarding executive compensation and other compensation related matters required by Items
402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference to the Proxy Statement to be
filed with the SEC within 120 days after December 31, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The tables on equity compensation plan information and beneficial ownership of the Company required by
Items 201(d) and 403 of Regulation S-K are incorporated herein by reference to the Proxy Statement to be filed with
the SEC within 120 days after December 31, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information regarding transactions with related persons, promoters and certain control persons and trustee
independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference to the Proxy
Statement to be filed with the SEC within 120 days after December 31, 2021.
56
Item 14. Principal Accounting Fees and Services
The information concerning principal accounting fees and services and the Audit Committee's pre-approval
policies and procedures required by Item 14 is incorporated herein by reference to the Proxy Statement to be filed
with the SEC within 120 days after December 31, 2021.
Item 15. Exhibits, Financial Statement Schedules
PART IV
(a)(1) The financial statements listed in the Index to Financial Statements on Page F-1 of this report are
filed as part of this report and incorporated herein by reference.
(a)(2) The financial statement schedule listed in the Index to Financial Statements on Page F-1 of this
report is filed as part of this report and incorporated herein by reference.
(a)(3) The Exhibit Index is incorporated herein by reference.
Exhibit
Number
INDEX TO EXHIBITS
Exhibit Description
3.1 Articles of Amendment and Restatement of National Storage Affiliates Trust (Exhibit 3.1 to the
Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this
reference)
3.2 Second Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.1 to the Current
Report on Form 8-K, filed with the SEC on April 3, 2018, is incorporated herein by this reference)
3.3 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust
(Exhibit 3.3 to the Form 8-A filed with the SEC on October 10, 2017, is incorporated herein by this
reference)
3.4 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust
(Exhibit 3.4 to the Form S-3ASR, filed with the SEC on March 14, 2018, is incorporated herein by this
reference)
3.5 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust
(Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated
herein by this reference)
3.6 Articles Supplementary designating the Series A Preferred Shares of National Storage Affiliates Trust
(Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2021, is incorporated
herein by this reference)
4.1 Specimen Common Share Certificate of National Storage Affiliates Trust (Exhibit 4.1 to the
Registration Statement on Form S-11/A filed with the SEC on April 20, 2015, is incorporated herein
by this reference)
4.2 Form of Specimen Certificate of Series A Preferred Shares of National Storage Affiliates Trust
(Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on October 10, 2017, is
incorporated herein by this reference)
4.3 Description of Common Shares of Beneficial Interest and 6.000% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest (Exhibit 4.3 to the Annual Report on Form 10-K, filed with the
SEC on February 26, 2020, is incorporated herein by this reference)
10.1 Third Amended and Restated Agreement of Limited Partnership of NSA OP, LP (Exhibit 3.3 to the
Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this
reference)
10.2 Amended and Restated Partnership Unit Designation of Series GN Class B OP Units of NSA OP, LP
(Exhibit 3.4 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated
herein by this reference)
10.3 Third Amended and Restated Partnership Unit Designation of Series OV Class B OP Units of NSA
OP, LP (Exhibit 3.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is
incorporated herein by this reference)
10.4 Partnership Unit Designation of Series SS Class B OP Units of NSA OP, LP (Exhibit 3.8 to the
Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this
reference)
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10.5 Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP (Exhibit 10.1 to the
Quarterly Report on Form 10-Q, filed with SEC on August 9, 2016, is incorporated herein by this
reference)
10.6 First Amendment to Partnership Unit Designation of Series HA Class B OP Units of NSA OP, LP
(Exhibit 10.8 to the Annual Report on Form 10-K, filed with SEC on February 28, 2017, is
incorporated herein by this reference)
10.7 Partnership Unit Designation of Series PM Class B OP Units of NSA OP, LP (Exhibit 10.2 to the
Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2017, is incorporated herein by this
reference)
10.8 Partnership Unit Designation of Series MI Class B OP Units of NSA OP, LP (Exhibit 10.1 to the
Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2017, is incorporated herein by
this reference)
10.9 Partnership Unit Designation of Series A-1 Preferred Units of NSA OP, LP dated as of January 5,
2018 (Exhibit 10.12 to the Annual Report on Form 10-K, filed with the SEC on February 27, 2018, is
incorporated herein by this reference)
10.10 Partnership Unit Designation of Series SO Class B OP Units of NSA OP, LP (Exhibit 10.1 to the
Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this
reference)
10.11 Partnership Unit Designation of Series MO Class B OP Units of NSA OP, LP (Exhibit 10.2 to the
Quarterly Report on Form 10-Q, filed with the SEC on May 3, 2019, is incorporated herein by this
reference)
10.12 Partnership Unit Designation of Series BL Class B OP Units of NSA OP, LP (Exhibit 10.13 to the
Annual Report on Form 10-K, filed with the SEC on February 25, 2021, is incorporated herein by this
reference)
10.13 Sixty-First Amendment to the Third Amended and Restated Agreement of Limited Partnership of
NSA OP, LP (Exhibit 10.1 to the Form 8-K filed with the SEC on October 11, 2017, is incorporated
herein by this reference)
10.14 Form of Second Amended and Restated DownREIT Partnership Agreement (including a schedule of
existing DownREIT limited partnership agreements and limited liability company agreements)
(Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2015, is
incorporated herein by this reference)
10.15 Second Amended and Restated Credit Agreement (the "Keybank Credit Agreement") dated as of July
29, 2019 by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and
KeyBank National Association, as Administrative Agent, and joined in for certain purposes by certain
Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets
Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National
Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp.
as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead
Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A.,
as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility (Exhibit 10.1 to
the Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2019, is incorporated herein
by this reference)
10.16 First Increase Agreement and Third Amendment to Credit Agreement dated as of September 21, 2021
by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and KeyBank
National Association, as Administrative Agent, and joined in for certain purposes by certain
Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets
Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National
Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp.
as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead
Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A.,
as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility (Exhibit 10.1 to
the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2021, is incorporated herein
by this reference)
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10.17* Second Increase agreement and Fourth Amendment to Credit Agreement dated as of December 17,
2021 by and among NSA OP, LP, as Borrower, the lenders from time to time party thereto, and
KeyBank National Association, as Administrative Agent, and joined in for certain purposes by certain
Subsidiaries of the Borrower and National Storage Affiliates Trust, with Keybanc Capital Markets
Inc., and PNC Capital Markets LLC, as Co-Bookrunners and Co-Lead Arrangers, PNC Bank, National
Association, as Syndication Agent, U.S. Bank National Association and BMO Capital Markets Corp.
as Co-Lead Arrangers and Co-Documentation Agents, Wells Fargo Securities, LLC as Co-Lead
Arranger, Wells Fargo Bank, National Association, as Co-Documentation Agent, and CitiBank, N.A.,
as Co-Lead Arranger and Co-Documentation Agent for the Revolving Credit Facility
10.18 National Storage Affiliates Trust Equity Incentive Plan (Exhibit 10.1 to the Quarterly Report on Form
10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.19 NSA OP, LP, 2013 Long-Term Incentive Plan (Exhibit 10.2 to the Registration Statement on Form
S-11/A, filed with SEC on April 1, 2015, is incorporated herein by this reference).
10.20 Amended and Restated Registration Rights Agreement, by and among National Storage Affiliates
Trust and the parties listed on Schedule I thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q,
filed with the SEC on June 5, 2015, is incorporated herein by reference)
10.21 Registration Rights Agreement, by and among National Storage Affiliates Trust and the parties listed
on Schedule 1 thereto (Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on May
4, 2018, is incorporated by this reference)
10.22 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between
National Storage Affiliates Trust and Arlen D. Nordhagen (Exhibit 10.3 to the Current Report on Form
8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference)
10.23 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between
National Storage Affiliates Trust and Tamara D. Fischer (Exhibit 10.4 to the Current Report on Form
8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference)
10.24 Employment Agreement, dated as of April 1, 2020, by and between National Storage Affiliates Trust
and David Cramer (Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 6,
2020, is incorporated herein by this reference)
10.25 Amended and Restated Employment Agreement, effective as of January 1, 2020, by and between
National Storage Affiliates Trust and Brandon S. Togashi (Exhibit 10.5 to the Current Report on Form
8-K filed with the SEC on April 6, 2020, is incorporated herein by this reference)
10.26 Letter Agreement dated as of April 2, 2020, by and between National Storage Affiliates Trust and
Arlen D. Nordhagen. (Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on April 6,
2020, is incorporated herein by this reference)
10.27 Letter Agreement dated as of April 2, 2020, by and between National Storage Affiliates Trust and
David Cramer. (Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on April 6, 2020,
is incorporated herein by this reference)
10.28 Form of Amended and Restated Restricted Share Unit Award Agreement (Exhibit 10.17 to the Annual
Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference)
10.29 Form of Amended and Restated Restricted Share Award Agreement (Exhibit 10.18 to the Annual
Report on Form 10-K, filed with the SEC on March 10, 2016, is incorporated herein by this reference)
10.30 Form of LTIP Unit Award Agreement to Trustees under the NSA OP, LP, 2013 Long-Term Incentive
Plan (Exhibit 10.5 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015,
is incorporated herein by this reference)
10.31 Form of LTIP Unit Award Agreement for Executive Officers (Exhibit 10.28 to the Annual Report on
Form 10-K, filed with the SEC on February 27, 2018, is incorporated herein by this reference)
10.32 Form of Purchase and Sale Agreement among each seller named therein, National Storage Affiliates
Trust and NSA OP, LP (Exhibit 10.14 to the Registration Statement on Form S-11/A, filed with the
SEC on April 1, 2015, is incorporated herein by this reference)
10.33 Form of Indemnification Agreement (Exhibit 10.7 to the Registration Statement on Form S-11/A, filed
with the SEC on April 1, 2015, is incorporated herein by this reference)
10.34 Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii)
the property owners listed therein, (iii) Guardian Storage Centers, LLC, a California limited liability
company d/b/a StorAmerica Management, and (iv) John Minar and David Lamb, each an individual
(Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is
incorporated herein by this reference)
59
Table of Contents
10.35 Facilities Portfolio Management Agreement, dated April 28, 2015, by and among (i) NSA OP, LP, (ii)
the property owners listed therein, (iv) Optivest Properties, LLC, a California limited liability
company, and (iv) Warren Allen, an individual (Exhibit 10.8 to the Quarterly Report on Form 10-Q,
filed with the SEC on June 5, 2015, is incorporated herein by this reference)
10.36 Sales Agreement dated February 27, 2019, by and among (i) National Storage Affiliates Trust, (ii)
NSA OP, LP and (iii) the Agents listed therein (Exhibit 1.1 to the Form 8-K filed with the SEC on
March 1, 2019, is incorporated herein by this reference)
10.37 Amendment No. 1 to the Sales Agreement (Exhibit 1.1 to the Current Report on Form 8-K filed with
the SEC on May 19, 2021, is incorporated herein by this reference)
21.1* List of subsidiaries of National Storage Affiliates Trust
23.1* Consent of KPMG LLP for National Storage Affiliates Trust
24.1* Power of Attorney (included on signature page)
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
Item 16. Form 10-K Summary
None.
60
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
National Storage Affiliates Trust
By:
/s/ TAMARA D. FISCHER
Tamara D. Fischer
president and chief executive officer
(principal executive officer)
Date: February 25, 2022
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Tamara D. Fischer and Brandon S. Togashi, and each of them, with full power to act without the other,
such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all
amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned and in the capacities and on the dates indicated.
Signature
National Storage Affiliates Trust
Title
Date
/s/ TAMARA D. FISCHER
trustee, president and chief executive officer February 25, 2022
Tamara D. Fischer
(principal executive officer)
/s/ BRANDON S. TOGASHI
chief financial officer
February 25, 2022
Brandon S. Togashi
(principal accounting and financial officer)
/s/ ARLEN D. NORDHAGEN
executive chairman of the board of trustees
February 25, 2022
Arlen D. Nordhagen
/s/ GEORGE L. CHAPMAN
trustee
February 25, 2022
George L. Chapman
/s/ PAUL W. HYLBERT, JR.
trustee
February 25, 2022
Paul W. Hylbert, Jr.
/s/ CHAD L. MEISINGER
Chad L. Meisinger
/s/ STEVEN G. OSGOOD
Steven G. Osgood
trustee
trustee
February 25, 2022
February 25, 2022
/s/ DOMINIC M. PALAZZO
trustee
February 25, 2022
Dominic M. Palazzo
/s/ REBECCA L. STEINFORT
trustee
February 25, 2022
Rebecca L. Steinfort
/s/ MARK VAN MOURICK
trustee
February 25, 2022
Mark Van Mourick
/s/ J. TIMOTHY WARREN
trustee
February 25, 2022
J. Timothy Warren
/s/ CHARLES F. WU
Charles F. Wu
trustee
February 25, 2022
62
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NATIONAL STORAGE AFFILIATES TRUST
INDEX TO FINANCIAL STATEMENTS
Financial Statements:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021,
2020 and 2019
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020 and
2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Notes to the Consolidated Financial Statements
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation
Page
F-1
F-5
F-6
F-7
F-8
F-11
F-13
F-45
All other schedules are omitted because they are not applicable or the required information is shown in the
financial statements or notes thereto.
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
National Storage Affiliates Trust:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of National Storage Affiliates Trust and subsidiaries
(the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive
income (loss), changes in equity, and cash flows for each of the years in the three‑year period ended December 31,
2021, and the related notes, and the financial statement schedule, Schedule III – Real Estate and Accumulated
Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021
and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended
December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 25, 2022 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Purchase price allocation for self storage property acquisitions
As discussed in Note 6 to the consolidated financial statements, during the year ended December 31, 2021,
the Company acquired $2.2 billion of self storage properties that were recorded as asset acquisitions. The
purchase price in an asset acquisition is allocated to the tangible and intangible assets acquired and
liabilities assumed based on their relative fair value. Assets acquired and liabilities assumed primarily
comprise land, buildings and related improvements, customer in-place leases, furniture and equipment and
assumed real estate leasehold interests.
We identified the evaluation of the estimated fair value of certain land and building assets acquired in
certain property acquisitions as a critical audit matter. Specifically, subjective auditor judgment and the
involvement of valuation professionals with specialized skills and knowledge was required to evaluate the
F-2
Table of Contents
assumptions used in the Company’s determination of the estimated fair value, which included comparable
land sales and estimated building replacement costs.
The following are the primary procedures we performed to address this critical audit matter. We evaluated
the design and tested the operating effectiveness of certain internal controls related to the Company’s
process to estimate fair value, including controls related to developing estimated fair values of land and
buildings. With the assistance of valuation professionals with specialized skills and knowledge, we
evaluated the estimated fair value of:
•
•
land by comparing to market data of comparable land sales.
buildings by comparing the building replacement costs to market data, including appraisal guides
used to estimate the depreciated value of similar self storage structures.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Denver, Colorado
February 25, 2022
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
National Storage Affiliates Trust:
Opinion on Internal Control Over Financial Reporting
We have audited National Storage Affiliates Trust and subsidiaries’ (the Company) internal control over financial
reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related
consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of
the years in the three-year period ended December 31, 2021, and the related notes, and the financial statement
schedule, Schedule III – Real Estate and Accumulated Depreciation (collectively, the consolidated financial
statements), and our report dated February 25, 2022 expressed an unqualified opinion on those consolidated
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Denver, Colorado
February 25, 2022
/s/ KPMG LLP
F-4
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
ASSETS
Real estate
Self storage properties
Less accumulated depreciation
Self storage properties, net
Cash and cash equivalents
Restricted cash
Debt issuance costs, net
Investment in unconsolidated real estate ventures
Other assets, net
Operating lease right-of-use assets
Total assets
LIABILITIES AND EQUITY
Liabilities
Debt financing
Accounts payable and accrued liabilities
Interest rate swap liabilities
Operating lease liabilities
Deferred revenue
Total liabilities
Commitments and contingencies (Note 12)
Equity
Preferred shares of beneficial interest, par value $0.01 per share.
50,000,000 authorized, 8,736,719 and 8,732,719 issued and
outstanding at December 31, 2021 and 2020, at liquidation preference
Common shares of beneficial interest, par value $0.01 per share.
250,000,000 authorized, 91,198,929 and 71,293,117 shares issued and
outstanding at December 31, 2021 and 2020, respectively
Additional paid-in capital
Distributions in excess of earnings
Accumulated other comprehensive loss
Total shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2021
2020
$
5,798,188 $
3,639,192
(578,717)
(443,623)
5,219,471
3,195,569
25,013
2,862
2,433
188,187
102,417
22,211
18,723
2,978
2,496
202,533
68,149
23,129
$
5,562,594 $
3,513,577
$
2,940,931 $
1,916,971
59,262
33,757
23,981
22,208
47,043
77,918
24,756
16,414
3,080,139
2,083,102
218,418
218,318
912
1,866,773
(291,263)
(19,611)
1,775,229
707,226
2,482,455
713
1,050,714
(251,704)
(49,084)
968,957
461,518
1,430,475
$
5,562,594 $
3,513,577
See notes to consolidated financial statements.
F-5
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
REVENUE
Rental revenue
Other property-related revenue
Management fees and other revenue
Total revenue
OPERATING EXPENSES
Property operating expenses
General and administrative expenses
Depreciation and amortization
Other
Total operating expenses
OTHER (EXPENSE) INCOME
Interest expense
Equity in earnings (losses) of unconsolidated real estate
ventures
Acquisition costs
Non-operating (expense) income
Gain on sale of self storage properties
Other expense
Income before income taxes
Income tax expense
Net income
Net income attributable to noncontrolling interests
Net income attributable to National Storage
Affiliates Trust
Distributions to preferred shareholders
Net income (loss) attributable to common
shareholders
Earnings (loss) per share - basic
Earnings (loss) per share - diluted
$
$
$
Year Ended December 31,
2020
2019
2021
$
541,547 $
394,660 $
354,859
19,750
24,374
585,671
155,265
51,001
158,312
2,853
367,431
14,524
23,038
432,222
123,486
43,640
117,174
808
285,108
12,302
20,735
387,896
110,347
44,030
105,119
1,551
261,047
(72,062)
(62,595)
(56,464)
5,294
(1,941)
(906)
—
265
(2,424)
(1,211)
—
(4,970)
(1,317)
452
2,814
(69,615)
(65,965)
(59,485)
148,625
(1,690)
146,935
81,149
(1,671)
79,478
67,364
(1,351)
66,013
(41,682)
(30,869)
(62,030)
105,253
48,609
3,983
(13,104)
(13,097)
(12,390)
92,149 $
35,512 $
(8,407)
1.13 $
0.98 $
0.53 $
0.53 $
(0.15)
(0.15)
Weighted average shares outstanding - basic
Weighted average shares outstanding - diluted
81,195
134,538
66,547
66,607
58,208
58,208
See notes to consolidated financial statements.
F-6
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)
Net income
Other comprehensive income (loss)
Unrealized gain (loss) on derivative contracts
Reclassification of other comprehensive loss (income) to
interest expense
Other comprehensive income (loss)
Comprehensive income
Comprehensive income attributable to noncontrolling
interests
Comprehensive income (loss) attributable to National
Storage Affiliates Trust
Year Ended December 31,
2020
2019
2021
$
146,935 $
79,478 $
66,013
23,558
(73,544)
(29,941)
20,578
44,136
191,071
14,520
(59,024)
20,454
(3,337)
(33,278)
32,735
(54,940)
(9,390)
(49,977)
$
136,131 $
11,064 $
(17,242)
See notes to consolidated financial statements.
F-7
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(dollars in thousands, except share amounts)
Preferred Shares
Common Shares
Number
Amount
Number
Amount
Paid-in
Capital
in Excess of
Earnings
Comprehensive Noncontrolling
(Loss) Income
Interests
Total
Equity
Balances, December 31, 2018
6,900,000 $ 172,500
56,654,009 $
567 $ 844,276 $
(114,122) $
13,618 $
485,460 $ 1,402,299
Issuance of preferred shares, net
of offering costs
1,785,680
44,642
—
—
(1,018)
—
—
—
43,624
Additional
Distributions
Accumulated
Other
OP equity recorded in connection
with property acquisitions:
Series A-1 preferred units, OP
units and subordinated
performance units, net of
offering costs
Redemptions of Series A-1
preferred units
Redemptions of OP units
Issuance of common shares, net
of offering costs
Effect of changes in ownership
for consolidated entities
Issuance of OP units
Equity-based compensation
expense
Issuance of LTIP units for
acquisition expenses
Issuance of restricted common
shares
Vesting and forfeitures of
restricted common shares
Reduction in receivables from
partners of the operating
partnership
Preferred share dividends
Common share dividends
Distributions to noncontrolling
interests
Other comprehensive loss
Net income
—
—
41,439
1,036
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
581,001
2,412,770
—
—
—
—
18,218
(6,890)
—
—
—
—
—
—
—
—
6
24
—
—
—
—
—
—
—
—
—
—
—
—
—
20
4,794
71,867
(14,429)
—
322
—
—
(69)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(12,390)
(74,546)
—
—
3,983
Balances, December 31, 2019
8,727,119
218,178
59,659,108
597
905,763
(197,075)
See notes to consolidated financial statements.
F-8
—
—
(41)
—
(185)
—
—
—
—
—
—
—
—
—
(21,225)
—
(7,833)
51,321
51,321
(1,056)
(4,759)
—
—
—
71,891
14,614
8,540
—
8,540
4,205
4,527
179
—
—
505
—
—
179
—
(69)
505
(12,390)
(74,546)
(76,515)
(76,515)
(12,053)
(33,278)
62,030
66,013
532,471
1,452,101
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
(dollars in thousands, except share amounts)
Preferred Shares
Common Shares
Number
Amount
Number
Amount
Paid-in
Capital
in Excess of
Earnings
Comprehensive Noncontrolling
(Loss) Income
Interests
Total
Equity
Additional
Distributions
Accumulated
Other
OP equity recorded in connection
with property acquisitions:
OP units and subordinated
performance units, net of
offering costs
LTIP units
Redemptions of Series A-1
preferred units
Redemptions of OP units
Issuance of common shares, net
of offering costs
Merger and internalization of
PRO, net of issuance costs
Effect of changes in ownership
for consolidated entities
Equity-based compensation
expense
Issuance of LTIP units for
acquisition expenses
Issuance of restricted common
shares
Vesting and forfeitures of
restricted common shares, net
Reduction in receivables from
partners of the operating
partnership
Preferred share dividends
Common share dividends
Distributions to noncontrolling
interests
Other comprehensive loss
Net income
—
—
5,600
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
140
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
892,070
2,622,892
8,105,192
—
—
—
21,861
(8,006)
—
—
—
—
—
—
—
—
—
9
26
81
—
—
—
—
—
—
—
—
—
—
—
—
—
—
10,479
83,878
43,499
6,825
364
—
—
(94)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(13,097)
(90,141)
—
—
48,609
—
—
—
(685)
—
36,222
1,011
(140)
(9,803)
36,222
1,011
—
—
—
83,904
(402)
(33,583)
9,595
(2,619)
(4,206)
—
—
—
—
—
—
—
—
—
3,914
4,278
40
—
—
310
—
—
40
—
(94)
310
(13,097)
(90,141)
(74,108)
(74,108)
(37,545)
(21,479)
(59,024)
—
30,869
79,478
Balances, December 31, 2020
8,732,719
218,318
71,293,117
713
1,050,714
(251,704)
(49,084)
461,518
1,430,475
See notes to consolidated financial statements.
F-9
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
(dollars in thousands, except share amounts)
Preferred Shares
Common Shares
Number
Amount
Number
Amount
Paid-in
Capital
in Excess of
Earnings
Comprehensive Noncontrolling
(Loss) Income
Interests
Total
Equity
Additional
Distributions
Accumulated
Other
OP equity issued for property
acquisitions:
OP units, subordinated
performance units and Series
A-1 preferred units, net of
offering costs
Redemptions of Series A-1
preferred units
Redemptions of OP units
Issuance of common shares, net
of offering costs
Contributions from
noncontrolling interests
Effect of changes in ownership
for consolidated entities
Issuance of OP units
Equity-based compensation
expense
Issuance of restricted common
shares
Vesting and forfeitures of
restricted common shares, net
Preferred share dividends
Common share dividends
Distributions to noncontrolling
interests
Other comprehensive income
Net income
—
4,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
100
—
—
—
700,326
—
—
7
—
—
10,283
—
19,196,216
192
900,788
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
29,248
(19,978)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(95,238)
—
380
—
(154)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(13,104)
(131,708)
—
—
105,253
—
—
(316)
—
—
(1,089)
—
—
—
—
—
—
—
30,878
—
195,099
195,099
(100)
(9,974)
—
—
—
900,980
103
103
96,327
6,661
—
6,661
5,082
5,462
—
—
—
—
—
(154)
(13,104)
(131,708)
(102,430)
(102,430)
13,258
41,682
44,136
146,935
Balances, December 31, 2021
8,736,719 $ 218,418
91,198,929 $
912 $ 1,866,773 $
(291,263) $
(19,611) $
707,226 $ 2,482,455
See notes to consolidated financial statements.
F-10
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization
Amortization of debt issuance costs
Year Ended December 31,
2020
2019
2021
$
146,935 $
79,478 $
66,013
158,312
3,438
117,174
3,088
Amortization of debt discount and premium, net
(708)
(1,075)
Gain on sale of self storage properties
Mark-to-market changes in value on equity securities
Equity-based compensation expense
Equity in (earnings) losses of unconsolidated real
estate ventures
Distributions from unconsolidated real estate ventures
Change in assets and liabilities, net of effects of self
storage property acquisitions:
Other assets
Accounts payable and accrued liabilities
Deferred revenue
—
—
5,462
—
142
4,278
(5,294)
19,640
(265)
14,634
(3,159)
8,404
(1,681)
(3,440)
7,445
(805)
Net Cash Provided by Operating Activities
331,349
220,654
INVESTING ACTIVITIES
105,119
2,913
(1,427)
(2,814)
(610)
4,527
4,970
14,551
110
5,617
(2,318)
196,651
Acquisition of self storage properties
(1,966,382)
(496,509)
(371,096)
Capital expenditures
Investments in and advances to unconsolidated real estate
ventures
Distributions from unconsolidated real estate ventures
Deposits and advances for self storage property and other
acquisitions
Expenditures for corporate furniture, equipment and other
Acquisition of equity securities
Proceeds from sale of equity securities
Acquisition of interest in reinsurance company and related
cash flows
Net proceeds from sale of self storage properties
(27,577)
(16,395)
(20,594)
—
—
(800)
(426)
—
—
(2,865)
—
(4,382)
1,494
(1,087)
(364)
—
7,560
—
—
—
11,543
(4,438)
(862)
(12,674)
5,356
(6,600)
6,335
Net Cash Used In Investing Activities
(1,998,050)
(509,683)
(393,030)
FINANCING ACTIVITIES
Proceeds from issuance of common shares
Proceeds from issuance of preferred shares
Borrowings under debt financings
Receipts for OP unit subscriptions
900,980
—
2,348,500
103
82,917
—
929,500
661
70,637
43,624
822,000
1,271
Principal payments under debt financings
(1,322,169)
(546,147)
(561,628)
Payment of dividends to common shareholders
Payment of dividends to preferred shareholders
Distributions to noncontrolling interests
Debt issuance costs
(131,708)
(13,104)
(102,231)
(5,280)
(90,141)
(13,097)
(73,798)
(2,471)
(74,546)
(12,390)
(76,010)
(8,487)
See notes to consolidated financial statements.
F-11
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
Equity offering costs
Net Cash Provided by Financing Activities
Increase (Decrease) in Cash, Cash Equivalents and
Restricted Cash
CASH, CASH EQUIVALENTS AND RESTRICTED
CASH
Beginning of year
End of year
Year Ended December 31,
2020
2019
2021
(2,216)
(970)
1,672,875
286,454
(179)
204,292
6,174
(2,575)
7,913
21,701
24,276
$
27,875 $
21,701 $
16,363
24,276
Supplemental Cash Flow Information
Cash paid for interest
$
66,918 $
59,346 $
52,666
Supplemental Disclosure of Non-Cash Investing and
Financing Activities
Consideration exchanged in property acquisitions:
Issuance of OP units and subordinated performance
units
$
195,101 $
37,233 $
Deposits on acquisitions applied to purchase price
Other net liabilities assumed
1,087
14,232
Merger and internalization of PRO:
Redemptions and conversions of partnership interests
Issuance of common shares for management platform
Issuance of OP unit subscription liability through reduced
distributions
Settlement of acquisition receivables through reduced
distributions
Change in payables for offering costs
Settlement of offering expenses from equity issuance
proceeds
—
—
—
—
(361)
—
4,438
3,626
33,583
10,301
987
310
970
207
51,826
20,977
2,403
—
—
1,253
505
(321)
1,241
See notes to consolidated financial statements.
F-12
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
National Storage Affiliates Trust was organized in the state of Maryland on May 16, 2013 and is a fully
integrated, self-administered and self-managed real estate investment trust focused on the self storage sector. As
used herein, "NSA," the "Company," "we," "our," and "us" refers to National Storage Affiliates Trust and its
consolidated subsidiaries, except where the context indicates otherwise. The Company has elected and believes that
it has qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes ("REIT")
commencing with its taxable year ended December 31, 2015.
Through its controlling interest as the sole general partner of NSA OP, LP (its "operating partnership"), a
Delaware limited partnership formed on February 13, 2013, the Company is focused on the ownership, operation,
and acquisition of self storage properties predominantly located within the top 100 MSAs in the United States.
Pursuant to the Agreement of Limited Partnership (as amended, the "LP Agreement") of its operating partnership,
the Company's operating partnership is authorized to issue 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 873 consolidated self storage properties in 39 states and Puerto Rico with approximately
55.1 million rentable square feet in approximately 429,000 storage units as of December 31, 2021. These properties
are managed with local operational focus and expertise by the Company and its participating regional operators
("PROs"). These PROs are Kevin Howard Real Estate Inc., d/b/a Northwest Self Storage and its controlled affiliates
("Northwest"), Optivest Properties LLC and its controlled affiliates ("Optivest"), Move It Self Storage and its
controlled affiliates ("Move It"), Guardian Storage Centers LLC and its controlled affiliates ("Guardian"), Southern
Storage Management Systems, Inc. d/b/a Southern Self Storage ("Southern"), Blue Sky Self Storage LLC, a strategic
partnership between Argus Professional Storage Management and GYS Development LLC ("Blue Sky"), affiliates
of Investment Real Estate Management, LLC d/b/a Moove In Self Storage ("Moove In"), Hide-Away Storage
Services, Inc. and its controlled affiliates ("Hide-Away"), Arizona Mini Storage Management Company d/b/a
Storage Solutions and its controlled affiliates ("Storage Solutions"), and an affiliate of Shader Brothers Corporation
d/b/a Personal Mini Storage ("Personal Mini").
During the year ended December 31, 2021, one of the Company's largest PROs, Northwest, notified the
Company that Northwest had elected to retire as one of the Company's PROs effective January 1, 2022. As a result
of the retirement, on January 1, 2022, management of our properties in the Northwest managed portfolio was
transferred to the Company and the Northwest brand name and related intellectual property was internalized by the
Company, and the Company discontinued payment of any supervisory and administrative fees or reimbursements to
Northwest. In addition, on January 1, 2022, we issued a non-voluntary conversion notice to convert all of
subordinated performance units related to Northwest's managed portfolio into OP units. As part of the
internalization, most of Northwest's employees were offered and provided employment by the Company and
continue managing Northwest's portfolio of properties as members of the Company's existing property management
platform. See Note 15 for additional information related to the Northwest retirement and internalization.
As of December 31, 2021, the Company also managed through its property management platform an additional
portfolio of 177 properties owned by the Company's unconsolidated real estate ventures. These properties contain
approximately 12.7 million rentable square feet, configured in approximately 104,000 storage units and located
across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures.
As of December 31, 2021, in total, the Company operated and held ownership interests in 1,050 self storage
properties located across 42 states and Puerto Rico with approximately 67.8 million rentable square feet in
approximately 533,000 storage units.
Information with respect to the square feet and number of storage units is unaudited.
F-13
Table of Content
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are presented on the accrual basis of accounting in
accordance with U.S. generally accepted accounting principles ("GAAP").
Principles of Consolidation
The Company's consolidated 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 December 31, 2021, the Company's operating partnership was the primary beneficiary of, and therefore
consolidated, 22 DownREIT partnerships that are considered VIEs, which owned 48 self storage properties. The net
book value of the real estate owned by these VIEs was $425.7 million and $225.1 million as of December 31, 2021
and December 31, 2020, 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 $100.7
million as of December 31, 2021 and December 31, 2020, respectively. The creditors of the consolidated VIEs do
not have recourse to the Company's general credit.
Noncontrolling Interests
All of the limited partner equity interests ("OP equity") in its 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. In the 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 interests is adjusted is reflected as
an adjustment to additional paid-in capital on the consolidated balance sheets.
Self Storage Properties
Self storage properties are carried at historical cost less accumulated depreciation and any impairment losses.
Major replacements and betterments, which improve or extend the life of an asset, are capitalized. Expenditures for
ordinary repairs and maintenance are expensed as incurred and are included in property operating expenses.
Estimated depreciable lives of self storage properties are determined by considering the age and other indicators
about the condition of the assets at the respective dates of acquisition, resulting in a range of estimated useful lives
for assets within each category. All self storage property assets are depreciated using the straight-line method.
Buildings and improvements are depreciated over estimated useful lives primarily between seven and 40 years;
furniture and equipment are depreciated over estimated useful lives primarily between three and 10 years.
When a self storage property is acquired, the purchase price of the acquired self storage property is allocated to
land, buildings and improvements, furniture and equipment, customer in-place leases, assumed real estate leasehold
interests, and other assets acquired and liabilities assumed, based on the estimated fair value of each component.
When a portfolio of self storage properties is acquired, the purchase price is allocated to the individual self storage
properties based on the fair value determined using an income approach with appropriate risk-adjusted capitalization
rates, which take into account the relative size, age and location of the individual self storage properties.
F-14
Table of Content
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 for real estate
taxes, insurance and other reserves for capital improvements in accordance with the Company's loan agreements.
Customer In-place Leases
In allocating the purchase price for a self storage property acquisition, the Company determines whether the
acquisition includes intangible assets. The Company allocates a portion of the purchase price to an intangible asset
attributed to the value of customer in-place leases. This intangible asset is amortized to expense using the straight-
line method over 12 months, the estimated average rental period for the leases. Substantially all of the leases in place
at acquired properties are at market rates, as the leases are month-to-month contracts.
Impairment of Long-Lived Assets
The Company evaluates long-lived assets for impairment when events and circumstances indicate that there
may be impairment. When events or changes in circumstances indicate that the Company's long-lived assets may not
be recoverable, the carrying value of these long-lived assets is compared to the undiscounted future net operating
cash flows, plus a terminal value attributable to the assets. If an asset's carrying value is not considered recoverable,
an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. For the periods
presented, no assets were determined to be impaired under this policy.
Costs of Raising Capital
Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as
deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to
successful offerings are charged to additional paid-in capital within equity in the period it is determined that the
offering was successful.
Debt issuance costs are amortized over the estimated life of the related debt using the straight-line method,
which approximates the effective interest rate method. Amortization of debt issuance costs is included in interest
expense in the accompanying consolidated statements of operations.
Revenue Recognition
Rental revenue
Rental revenue consists of space rentals and related fees. Management has determined that all of the Company's
leases are operating leases. Substantially all leases may be terminated on a month-to-month basis and rental income
is recognized ratably over the lease term using the straight-line method. Rents received in advance are deferred and
recognized on a straight-line basis over the related lease term associated with the prepayment. Promotional discounts
and other incentives are recognized as a reduction to rental income over the applicable lease term.
Other property-related revenue
Other property-related revenue primarily consists of ancillary revenues such as tenant insurance and/or tenant
warranty protection-related access fees and sales of storage supplies which are recognized in the period earned.
The Company and certain of the Company’s PROs have tenant insurance- and/or tenant warranty protection
plan-related arrangements with insurance companies and the Company’s tenants. During the years ended
December 31, 2021, 2020 and 2019, the Company recognized $15.0 million, $11.1 million and $9.1 million,
respectively, of tenant insurance and tenant warranty protection plan revenues.
The Company sells boxes, packing supplies, locks and other retail merchandise at its properties. During the
years ended December 31, 2021, 2020 and 2019, the Company recognized retail sales of $2.3 million, $1.8 million
and $1.7 million, respectively.
F-15
Table of Content
Management fees and other revenue
Management fees and other revenue consist of property management fees, platform fees, call center fees,
acquisition fees, and a portion of tenant warranty protection or tenant insurance proceeds that the Company earns for
managing and operating its unconsolidated real estate ventures.
With respect to both the 2018 Joint Venture and the 2016 Joint Venture, the Company provides supervisory and
administrative property management services, centralized call center services, and technology platform and revenue
management services to the properties in the unconsolidated real estate ventures. The property management fees are
equal to 6% of monthly gross revenues and net sales revenues from the assets of the unconsolidated real estate
ventures, and the platform fees are equal to $1,250 per month per unconsolidated real estate venture property. With
respect to the 2016 Joint Venture only, the call center fees are equal to 1% of each of monthly gross revenues and
net sales revenues from the 2016 Joint Venture properties. During the years ended December 31, 2021, 2020 and
2019, the Company recognized property management fees, call center fees and platform fees of $14.8 million, $13.1
million and $12.8 million, respectively.
For acquisition fees, the Company provides sourcing, underwriting and administration services to the
unconsolidated real estate ventures. The 2016 Joint Venture paid the Company a $4.1 million acquisition fee equal
to 0.65% of the gross capitalization (including debt and equity) of the original 66-property 2016 Joint Venture
portfolio (the "Initial 2016 JV Portfolio") in 2016, at the time of the Initial 2016 JV Portfolio acquisition. The 2018
Joint Venture paid the Company a $4.0 million acquisition fee related to the initial acquisition of properties by the
2018 Joint Venture (the "Initial 2018 JV Portfolio") during the year ended December 31, 2018, at the time of the
Initial 2018 JV Portfolio acquisition. These fees are refundable to the unconsolidated real estate ventures, on a
prorated basis, if the Company is removed as the managing member during the initial four year life of the
unconsolidated real estate ventures and as such, the Company's performance obligation for these acquisition fees are
satisfied over a four year period. Accordingly, the Company's performance obligation related to the Initial 2016 JV
Portfolio was satisfied during the year ended December 31, 2020. As of December 31, 2021 and 2020, the Company
had deferred revenue related to the acquisition fees of $0.5 million and $1.3 million, respectively.
The Company also earns acquisition fees for properties acquired by the unconsolidated real estate ventures
subsequent to the Initial 2016 JV Portfolio and the Initial 2018 JV Portfolio. These fees are based on a percentage of
the gross capitalization of the acquired assets determined by the members of the 2016 Joint Venture and the 2018
Joint Venture, and are generally earned when the unconsolidated real estate ventures obtain title and control of an
acquired property. During the years ended December 31, 2021, 2020 and 2019, the Company recognized acquisition
fees of $0.8 million, $1.7 million and $1.8 million, respectively.
An affiliate of the Company facilitates tenant warranty protection or tenant insurance programs for tenants of
the properties in the unconsolidated real estate ventures in exchange for 50% of all proceeds from such programs at
each unconsolidated real estate venture property. During the years ended December 31, 2021, 2020 and 2019, the
Company recognized $7.3 million, $6.3 million and $4.7 million, respectively, of revenue related to these activities.
Advertising Costs
The Company incurs advertising costs primarily attributable to internet, directory and other advertising.
Advertising costs are included in property operating expenses in the accompanying consolidated statements of
operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising
costs of $6.6 million, $5.8 million and $5.2 million for the years ended December 31, 2021, 2020 and 2019,
respectively.
Acquisition Costs
The Company incurs title, legal and consulting fees, and other costs associated with the completion of
acquisitions. The Company's self storage property acquisitions are accounted for as asset acquisitions, and
accordingly, acquisition costs directly related to the self storage property acquisitions were capitalized as part of the
basis of the acquired properties. Indirect acquisition costs remain included in acquisition costs in the accompanying
consolidated statements of operations in the period in which they were incurred.
F-16
Table of Content
Income Taxes
The Company has elected and believes it has qualified to be taxed as a REIT under sections 856 through 860 of
the U.S. Internal Revenue Code (the "Code") commencing with the taxable year ended December 31, 2015. To
qualify as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable
income to its shareholders and meet certain tests regarding the nature of its income and assets. As a REIT, the
Company is not subject to federal income tax on the earnings distributed currently to its shareholders that it derives
from its REIT qualifying activities. If the Company fails to qualify as a REIT in any taxable year, and is unable to
avail itself of certain provisions set forth in the Code, all of the Company's taxable income would be subject to
federal and state income taxes at regular corporate rates.
The Company will not be required to make distributions with respect to income derived from the activities
conducted through subsidiaries that the Company elects to treat as taxable REIT subsidiaries ("TRS") for federal
income tax purposes. Certain activities that the Company undertakes must be conducted by a TRS, such as
performing non-customary services for its customers, facilitating sales by PROs of tenant insurance and holding
assets that the Company is not permitted to hold directly. A TRS is subject to federal and state income taxes.
On June 25, 2014, the Company formed NSA TRS, LLC ("NSA TRS"), a Delaware limited liability company.
The Company has elected to treat NSA TRS as a TRS, and consequently, NSA TRS is subject to U.S. federal and
state corporate income taxes. Deferred tax assets and liabilities are recognized to the extent of any differences
between the financial reporting and tax bases of assets and liabilities. No material deferred tax assets and liabilities
were recorded as of December 31, 2021 and 2020.
The Company did not have any unrecognized tax benefits related to uncertain tax positions as of December 31,
2021 and 2020. Future amounts of accrued interest and penalties, if any, related to uncertain tax positions will be
recorded as a component of income tax expense. The Company does not expect that the amount of unrecognized tax
benefits will change significantly in the next 12 months.
The Company's material taxing jurisdiction is the U.S. federal jurisdiction; the 2018 tax year is the earliest
period that remains open to examination by these taxing jurisdictions.
Earnings per Share
Basic earnings per share is calculated based on the weighted average number of the Company's common shares
of beneficial interest, $0.01 par value per share ("common shares"), outstanding during the period. Diluted earnings
per share is calculated by further adjusting for the dilutive impact using the treasury stock method for any share
options and unvested share equivalents outstanding during the period and the if-converted method for any
convertible securities outstanding during the period.
As more fully described below under "–Allocation of Net Income (Loss)", the Company allocates GAAP income
(loss) utilizing the hypothetical liquidation at book value ("HLBV") method, which 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.
Equity-Based Awards
The measurement and recognition of compensation cost for all equity-based awards granted to officers, trustees,
employees and consultants is based on estimated fair values. Compensation cost is recognized on a straight-line
basis over the requisite service periods of each award with non-graded vesting. For awards granted which contain a
graded vesting schedule and the only condition for vesting is a service condition, compensation cost is recognized as
an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award.
For awards granted for which vesting is subject to a performance condition, compensation cost is recognized over
the requisite service period if and when the Company concludes it is probable that the performance condition will be
achieved.
The estimated fair value of all equity-based awards issued to PROs and their affiliates in connection with self
storage property acquisitions is included in the cost of the respective acquisitions. The estimated fair value of such
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awards is measured at the date the self storage properties are acquired, as this date represents satisfaction of the
performance condition and coincides with the award vesting.
Derivative Financial Instruments
The Company carries all derivative financial instruments on the balance sheet at fair value. Fair value of
derivatives is determined by reference to observable prices that are based on inputs not quoted on active markets, but
corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on
whether the derivative has been designated and qualifies as part of a hedging relationship. The Company's use of
derivative instruments has been limited to interest rate swap and cap agreements. The fair values of derivative
instruments are included in other assets and accounts payable and accrued liabilities in the accompanying balance
sheets. For derivative instruments not designated as cash flow hedges, the unrealized gains and losses are included in
interest expense in the accompanying consolidated statements of operations. For derivatives designated as cash flow
hedges, the effective portion of the changes in the fair value of the derivatives is initially reported in accumulated
other comprehensive income (loss) in the Company's balance sheets and subsequently reclassified into earnings
when the hedged transaction affects earnings.
The valuation of interest rate swap and cap agreements is determined using widely accepted valuation
techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis
reflects the contractual terms of derivatives, including the period to maturity, and uses observable market-based
inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard
methodology of netting the discounted future fixed cash payments and the discounted expected variable cash
receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from
observable market interest rate forward curves. The Company may enter into derivative contracts that are intended to
economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to
apply hedge accounting.
Fair Value Measurements
When measuring fair value of financial instruments that are required to be recorded or disclosed at fair value,
the Company uses a three-tier measurement hierarchy which prioritizes the inputs used to calculate fair value. These
tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as
unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions.
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 consolidated financial statements. Under the equity method, the Company’s
investments in unconsolidated real estate ventures are stated at cost and adjusted for the Company’s share of net
earnings or losses and reduced by distributions. Equity in earnings (losses) is recognized based on the Company’s
ownership interest in the earnings (losses) of the unconsolidated real estate ventures. The Company follows the
"nature of the distribution approach" for classification of distributions from its unconsolidated real estate ventures in
its 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.
Segment Reporting
The Company manages its business as one reportable segment consisting of investments in self storage
properties located in the United States. Although the Company operates in several markets, these operations have
been aggregated into one reportable segment based on the similar economic characteristics among all markets.
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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 operating partnership's 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 14. 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).
Gain on sale of self storage properties
The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance
on sales of nonfinancial assets. Profit on real estate sold is recognized upon closing when all, or substantially all, of
the promised consideration has been received and is nonrefundable and the Company has transferred control of the
facilities to the purchaser.
Goodwill
Goodwill represents the costs of business acquisitions in excess of the fair value of identifiable net assets
acquired. The Company evaluates goodwill for potential impairment annually, or whenever impairment indicators
are present. The Company determined that there was no impairment to goodwill during the years ended
December 31, 2021 and 2020.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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Reclassifications
Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to
the current year presentation. Such reclassifications do not impact the Company's previously reported financial
position or net income (loss).
Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic
848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases,
derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference
rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge
accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash
flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with
past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as
applicable as additional changes in the market occur. See Note 14 for additional detail about the Company's
derivatives.
3. SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS
Shareholders' Equity
Forward Equity Offering
On September 22, 2020, the Company entered into an underwriting agreement, as well as certain forward sale
agreements, with a syndicate of banks acting as underwriters, forward sellers, and/or forward purchasers in
connection with an underwritten public offering of 4,500,000 common shares at a public offering price of $33.15 per
share (the "forward offering"). The underwriters were granted a 30-day option to purchase up to an additional
675,000 common shares at the same price, which they partially exercised for an additional 400,000 common shares
on October 6, 2020. Therefore, the forward sellers or their affiliates, at the Company's request, borrowed from third
parties and sold to the underwriters an aggregate of 4,900,000 common shares, which the underwriters sold at an
offering price of $33.15 per share, for proceeds of approximately $162.4 million. As a result of this forward
construct, the Company did not receive any proceeds from the sale of such shares at closing. The Company has
determined that the forward sale agreements are not considered to be derivative instruments under the guidance
within ASC 815.
On December 30, 2020, the Company settled a portion of the forward offering by physically delivering
1,850,510 common shares to the forward purchasers for net proceeds of approximately $60.0 million. On March 22,
2021, the Company settled the remaining portion of the forward offering by physically delivering 3,049,490
common shares to the forward purchasers for net proceeds of approximately $97.3 million.
Common Share Offering
On July 23, 2021, the Company closed a follow-on public offering of 10,120,000 of its common shares, which
included 1,320,000 common shares sold upon the exercise in full by the underwriters of their option to purchase
additional common shares, at a public offering price of $51.25 per share. The Company received aggregate net
proceeds from the offering of approximately $497.4 million after deducting the underwriting discount and additional
expenses associated with the offering.
Series A Preferred Shares
The 6.000% cumulative redeemable preferred shares of beneficial interest ("Series A Preferred Shares") rank
senior to the Company's common shares with respect to rights and rights upon its liquidation, dissolution or winding
up. Dividends on the Series A Preferred Shares, which are payable quarterly in arrears, are cumulative from the date
of original issuance in the amount of $1.50 per share each year. Generally, the Series A Preferred Shares become
redeemable by the Company beginning in October 2022 for a cash redemption price of $25.00 per share, plus
accrued but unpaid dividends.
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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 $250.0 million of the Company's common shares and 6.000% 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
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 year ended December 31, 2020, the Company sold 743,915 of its common shares through the ATM
program at an average offering price to the public of $33.01 per share, resulting in net proceeds to the Company of
approximately $22.9 million, after deducting compensation payable by the Company to such agents and offering
expenses.
During the year ended December 31, 2021, the Company sold 6,026,726 of its common shares through the
ATM program at an average offering price of $51.37 per share, resulting in net proceeds to the Company of
approximately $306.7 million, after deducting compensation payable by the Company to such agents and offering
expenses.
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 December 31, 2021 and 2020, units reflecting noncontrolling interests consisted of the following:
Series A-1 preferred units
OP units
Subordinated performance units
LTIP units
DownREIT units
DownREIT OP units
DownREIT subordinated performance units
Total
Series A-1 Preferred Units
December 31,
2021
640,047
31,893,105
9,754,482
775,447
2020
637,382
29,616,809
9,030,872
734,196
1,924,918
4,337,111
1,924,918
4,337,111
49,325,110
46,281,288
The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to
OP units and subordinated performance units in the Company's operating partnership with respect to distributions
and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an
annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the
option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied
at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Company's
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6.000% Series A Preferred Shares or the issuance of 6.000% Series A Preferred Shares on a one-for-one basis,
subject to adjustments. Generally, the Series A-1 preferred units become redeemable by the Company beginning ten
years after the initial issuance of each Series A-1 preferred unit at a stated value of $25.00 per unit, plus accrued but
unpaid distributions. The increase in Series A-1 preferred units outstanding from December 31, 2020 to
December 31, 2021 was due to the issuance of 6,665 Series A-1 preferred units issued in connection with the
acquisition of self storage properties partially offset by the redemption of 4,000 Series A-1 preferred units for Series
A Preferred Shares.
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 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, 2020 to December 31, 2021 was due to the issuance of
96,256 OP units in connection with the acquisition of an interest in a tenant reinsurance company, as discussed in
Note 11, the redemption of 63,033 OP units issued upon the conversion of 32,741 subordinated performance units
(as discussed further below), 2,674,928 OP units issued in connection with the acquisition of self storage properties
and 142,405 LTIP units which were converted into an equivalent number of OP units partially offset by the
redemption of 700,326 OP units for common shares.
Subordinated Performance Units and DownREIT Subordinated Performance Units
Subordinated performance units may also, under certain circumstances, be convertible into OP units which are
exchangeable for common shares as described above, and DownREIT subordinated performance units may, under
certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated
performance units are only convertible into OP units after a two year lock-out period and then generally (i) at the
holder’s election only upon the achievement of certain performance thresholds relating to the properties to which
such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that
holds such subordinated performance units or upon certain qualifying terminations. The holders of DownREIT
subordinated performance units are generally not entitled to elect redemption until at least five years after the date of
the contributor's initial contribution.
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 increase in subordinated performance units outstanding from December 31, 2020 to December 31, 2021
was due to the issuance of 756,351 subordinated performance units for co-investment by the Company's PROs in
connection with the acquisition of self storage properties partially offset by the voluntary conversion of 32,741
subordinated performance units into 63,033 OP units.
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LTIP Units
LTIP units are a special class of partnership interest in the Company's operating partnership that allow the
holder to participate in the ordinary and liquidating distributions received by holders of the OP units (subject to the
achievement of specified levels of profitability by the Company's operating partnership or the achievement of certain
events). LTIP units may also, under certain circumstances, be convertible into OP units on a one-for-one basis,
which are then exchangeable for common shares as described above. LTIP units do not have full parity with OP
units with respect to liquidating distributions and may not receive ordinary distributions until such parity is reached
pursuant to the terms of the LP Agreement. If such parity is reached under the LP Agreement, upon vesting, vested
LTIP units may be converted into an equal number of OP units, and thereafter have all the rights of OP units,
including redemption rights. See Note 9 for additional information about the Company's LTIP Units.
The increase in LTIP units outstanding from December 31, 2020 to December 31, 2021 was due to the
issuance of 183,656 compensatory LTIP units to employees, trustees and consultants, net of forfeitures partially
offset by the conversion of 142,405 LTIP units into an equivalent number of OP units.
4. SELF STORAGE PROPERTIES
Self storage properties are summarized as follows (dollars in thousands):
Land
Buildings and improvements
Furniture and equipment
Total self storage properties
Less accumulated depreciation
Self storage properties, net
December 31,
2021
1,028,431 $
$
4,760,567
9,190
5,798,188
2020
738,863
2,892,490
7,839
3,639,192
(578,717)
(443,623)
$
5,219,471 $
3,195,569
Depreciation expense related to self storage properties amounted to $135.1 million, $105.9 million and $92.2
million for the years ended December 31, 2021, 2020 and 2019, respectively.
5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
2018 Joint Venture
As of December 31, 2021, 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"), in which the Company has a 25%
ownership interest, owned and operated a portfolio of 103 self storage properties containing approximately
7.8 million rentable square feet, configured in over 64,000 storage units and located across 17 states.
The 2018 Joint Venture acquired one self storage property for $9.7 million during the year ended December 31,
2020, which was combined and is being operated together with one of the 2018 Joint Venture's existing properties.
The 2018 Joint Venture financed the acquisition with $4.7 million of debt financing and $5.0 million of capital
contributions from the 2018 Joint Venture members, of which the Company contributed $1.3 million for its 25%
proportionate share.
2016 Joint Venture
As of December 31, 2021, 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"), in which the Company
has a 25% ownership interest, owned and operated a portfolio of 74 properties containing approximately 4.9 million
rentable square feet, configured in approximately 40,000 storage units and located across 13 states.
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The 2016 Joint Venture acquired two self storage properties for $12.1 million during the year ended December
31, 2020. The 2016 Joint Venture financed these acquisitions with capital contributions from the 2016 Joint Venture
members, of which the Company contributed $3.1 million for its 25% proportionate share.
The Company's investments in the 2018 Joint Venture and 2016 Joint Venture are accounted for using the
equity method of accounting and are included in investment in unconsolidated real estate ventures in the Company’s
consolidated balance sheets. The Company’s earnings from its investments in the 2018 Joint Venture and 2016 Joint
Venture are presented in equity in earnings (losses) of unconsolidated real estate ventures on the Company’s
consolidated statements of operations.
The following table presents the combined condensed financial position of the Company's unconsolidated real
estate ventures as of December 31, 2021 and December 31, 2020 (in thousands):
ASSETS
Self storage properties, net
Other assets
Total assets
LIABILITIES AND EQUITY
Debt financing
Other liabilities
Equity
Total liabilities and equity
December 31,
2021
2020
$
$
$
$
1,741,538 $
23,562
1,765,100 $
1,001,378 $
19,493
744,229
1,765,100 $
1,799,522
24,397
1,823,919
1,000,464
21,612
801,843
1,823,919
The following table presents the combined condensed operating information of the Company's unconsolidated
real estate ventures for the years ended December 31, 2021, 2020, and 2019 (in thousands):
Total revenue
Property operating expenses
Net operating income
2021
$
Supervisory, administrative and other
expenses
Depreciation and amortization
Interest expense
Loss on sale of self storage properties
Acquisition and other expenses
Net income (loss)
$
Year Ended December 31,
2020
2019
187,861 $
50,829
137,032
(12,288)
(61,628)
(41,658)
—
(511)
20,947 $
164,762 $
49,632
115,130
(10,935)
(61,188)
(41,204)
—
(969)
834 $
162,827
49,845
112,982
(10,818)
(79,556)
(39,936)
(806)
(1,971)
(20,105)
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6. SELF STORAGE PROPERTY ACQUISITIONS
The Company acquired 229 self storage properties with an estimated fair value of $2.2 billion during the year
ended December 31, 2021 and 77 self storage properties with an estimated fair value of $543.3 million during the
year ended December 31, 2020. Of these acquisitions, during the year ended December 31, 2021, 22 self storage
properties with an estimated fair value of $207.1 million were acquired by the Company from its PROs. During the
year ended December 31, 2020, 11 self storage properties with an estimated fair value of $92.9 million were
acquired by the Company from its PROs.
The self storage property acquisitions were accounted for as asset acquisitions and accordingly, during the years
ended December 31, 2021 and 2020, $12.1 million and $4.7 million, respectively, of transaction costs related to the
acquisitions were capitalized as part of the basis of the acquired properties. The Company recognized the estimated
fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company
allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which
were recorded at estimated fair values of $43.7 million and $11.7 million during the years ended December 31, 2021
and 2020, respectively, resulting in a total fair value of $2.1 billion and $531.6 million allocated to real estate during
the years ended December 31, 2021 and 2020, respectively.
The following table summarizes, by calendar quarter, the investments in self storage property acquisitions
completed by the Company during the years ended December 31, 2021 and 2020 (dollars in thousands):
Acquisitions closed during the
Three Months Ended:
Number of
Properties
Cash and
Acquisition Costs
Value of OP
Equity(1)
Other Liabilities
Total
Summary of Investment
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
Total
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
Total
23
20
76
110
229
36
4
4
33
77
$
141,928 $
22,897 $
1,138 $
243,580
562,105
24,102
31,074
1,018,082
117,026
1,711
6,098
5,285
165,963
269,393
599,277
1,140,393
$
$
1,965,695 $
195,099 $
14,232 $
2,175,026
214,584 $
7,217 $
972 $
222,773
30,198
20,173
237,517
5,842
3,427
20,747
207
204
2,244
$
502,472 $
37,233 $
3,627 $
36,247
23,804
260,508
543,332
(1) Value of OP equity represents the fair value of Series A-1 preferred units, OP units, subordinated performance units, and LTIP units.
The results of operations for these self storage acquisitions are included in the Company's consolidated
statements of operations beginning on the respective closing date for each acquisition. The accompanying
consolidated statements of operations includes aggregate revenue of $58.7 million and operating income of $3.1
million related to the 229 self storage properties acquired during the year ended December 31, 2021. For the year
ended December 31, 2020, the accompanying consolidated statements of operations includes aggregate revenue of
$21.3 million and operating income of $0.3 million related to the 77 self storage properties acquired during such
period.
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7. OTHER ASSETS
Other assets consist of the following (dollars in thousands):
Customer in-place leases, net of accumulated amortization of $14,336 and
$5,322, respectively
Receivables:
Trade, net
PROs and other affiliates
Receivable from unconsolidated real estate ventures
Property acquisition deposits
Prepaid expenses and other
Corporate furniture, equipment and other, net
Trade name
Management contracts, net of accumulated amortization of $4,237 and $3,222,
respectively
Tenant reinsurance intangible assets, net of accumulated amortization of
$1,504 and $903, respectively
Goodwill
Total
December 31,
2021
2020
$
29,427 $
6,460
6,228
2,878
4,028
800
9,552
1,422
6,380
2,734
2,974
5,825
1,087
7,099
1,673
6,380
10,983
11,998
22,537
8,182
102,417 $
13,737
8,182
68,149
$
Amortization expense related to customer in-place leases amounted to $20.7 million, $9.0 million and
$11.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The Company measured the fair value of the trade name, which has an indefinite life and is not amortized, using
the relief from royalty method at acquisition.
The management contract assets are charged to amortization expense on a straight-line basis over 15 years,
which represents the time period over which the majority of value was attributed in the Company’s discounted cash
flow models. Amortization expense related to the management contracts amounted to $1.0 million, $1.0 million and
$0.7 million for the years ended December 31, 2021, 2020 and 2019 respectively.
Amortization expense related to the tenant reinsurance intangible assets amounted to $0.6 million, $0.6 million
and $0.3 million for the years ended December 31, 2021, 2020 and 2019 respectively. See Note 11 for additional
details about the Company's tenant reinsurance intangible asset acquired during the year ended December 31, 2021.
F-26
Future Intangible Asset Amortization
As of December 31, 2021, the estimated aggregate amortization expense for the Company's customer in-place
leases, management contracts and tenant reinsurance intangible assets for the succeeding five years are as follows (in
thousands):
Year Ending December 31,
Total Aggregate Estimated
Amortization Expense
2022
2023
2024
2025
2026
Thereafter
Total
$
$
31,398
1,980
1,979
1,976
1,976
23,638
62,947
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Table of Contents
8. DEBT FINANCING
The Company's outstanding debt as of December 31, 2021 and 2020 is summarized as follows (dollars in
thousands):
Credit Facility:
Revolving line of credit
Term loan A
Term loan B
Term loan C
Term loan D
Term loan E
2023 Term loan facility
2028 Term loan facility
2029 Term loan facility
2026 Senior Unsecured Notes
2029 Senior Unsecured Notes
August 2030 Senior Unsecured Notes
November 2030 Senior Unsecured Notes
May 2031 Senior Unsecured Notes
August 2031 Senior Unsecured Notes
November 2031 Senior Unsecured Notes
2032 Senior Unsecured Notes
May 2033 Senior Unsecured Notes
2036 Senior Unsecured Notes
Fixed rate mortgages payable
Total principal
Unamortized debt issuance costs and debt
premium, net
Total debt
Interest Rate(1)
2021
2020
December 31,
1.35%
3.69%
2.86%
2.86%
3.07%
1.25%
2.83%
4.62%
4.27%
2.16%
3.98%
2.99%
2.72%
3.00%
4.08%
2.81%
3.09%
3.10%
3.06%
3.82%
$
490,000 $
125,000
250,000
225,000
175,000
125,000
175,000
75,000
100,000
35,000
100,000
150,000
75,000
90,000
50,000
175,000
100,000
55,000
75,000
303,944
2,948,944
(8,013)
$
2,940,931 $
174,000
125,000
250,000
225,000
175,000
—
175,000
75,000
100,000
—
100,000
150,000
—
—
50,000
—
100,000
—
—
223,614
1,922,614
(5,643)
1,916,971
(1) Represents the effective interest rate as of December 31, 2021. Effective interest rate incorporates the stated rate plus the impact of interest rate
cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees
for unused borrowings.
Credit Facility
On July 29, 2019, the operating partnership, as borrower, the Company, and certain of the operating
partnership's subsidiaries, as subsidiary guarantors, entered into a second amended and restated credit agreement
with a syndicated group of lenders (as amended, the "credit facility"). As of December 31, 2021, the Company's
unsecured credit facility provides for total borrowing capacity of $1.550 billion and consists of the following
components: (i) a revolving line of credit (the "Revolver") which provides for a total borrowing commitment up to
$650.0 million, under which the Company may borrow, repay and re-borrow amounts, (ii) a $125.0 million tranche
A term loan facility (the "Term Loan A"), (iii) a $250.0 million tranche B term loan facility (the "Term Loan B"),
(iv) a $225.0 million tranche C term loan facility (the "Term Loan C"), (v) a $175.0 million tranche D term loan
facility (the "Term Loan D") and (vi) a $125.0 million tranche E term loan facility (the "Term Loan E"). The
Company has an expansion option under the credit facility, which if exercised in full, would provide for a total
borrowing capacity under the credit facility of $1.750 billion.
F-28
Table of Contents
The Revolver matures in January 2024; provided that the Company may elect to extend the maturity to July
2024 by paying an extension fee of 0.075% of the total borrowing commitment thereunder at the time of extension
and meeting other customary conditions with respect to compliance. The Term Loan A matures in January 2023, the
Term Loan B matures in July 2024, the Term Loan C matures in January 2025, the Term Loan D matures in July
2026 and the Term Loan E matures on March 21, 2027. The credit facility is not subject to any scheduled reduction
or amortization payments prior to maturity.
Interest rates applicable to loans under the credit facility are determined based on a 1, 2, 3 or 6 month LIBOR
period (as elected by the Company at the beginning of any applicable interest period) plus an applicable margin or a
base rate, determined by the greatest of the Key Bank prime rate, the federal funds rate plus 0.50% or one month
LIBOR plus 1.00%, plus an applicable margin. The applicable margins for the credit facility are leverage based and
range from 1.10% to 1.80% for LIBOR loans and 0.10% to 0.80% for base rate loans; provided that after such time
as the Company achieves an investment grade rating as defined in the credit facility, the Company may elect (but is
not required to elect) (a "credit rating pricing election") that the credit facility be subject to applicable margins
ranging from 0.78% to 1.65% for LIBOR loans and 0.00% to 0.65% for base rate loans. The Company is also
required to pay usage based fees ranging from 0.15% to 0.20% with respect to the unused portion of the Revolver;
provided that if the Company makes a credit rating pricing election under the credit facility, the Company will be
required to pay rating based fees ranging from 0.125% to 0.300% with respect to the entire Revolver in lieu of any
usage based fees.
On July 29, 2019, the Company entered into interest rate swap agreements which together with the Company's
existing interest rate swap agreements, fix the interest rates through maturity for the Term Loan A, Term Loan B,
Term Loan C and Term Loan D. As of December 31, 2021, the Term Loan A, Term Loan B, Term Loan C, Term
Loan D and Term Loan E had effective interest rates of 3.69%, 2.86%, 2.86%, 3.07% and 1.25% respectively.
As of December 31, 2021, the Company had outstanding letters of credit totaling $5.7 million and would have
had the capacity to borrow remaining Revolver commitments of $154.3 million while remaining in compliance with
the credit facility's financial covenants described in the following paragraph.
The Company is required to comply with the following financial covenants under the credit facility:
• Maximum total leverage ratio not to exceed 60%, provided, however, the Company is permitted to maintain
a ratio of up to 65% up to two (2) consecutive fiscal quarters immediately following the quarter in which a
material acquisition (as defined in the credit facility) occurs
• Minimum fixed charge coverage ratio of at least 1.5x
• Maximum unsecured debt to unencumbered asset value ratio not to exceed 60%, provided, however, the
Company shall be permitted to maintain a ratio of up to 65% up to two (2) consecutive fiscal quarters
immediately following the quarter in which a material acquisition (as defined in the credit facility) occurs
•
Unencumbered adjusted net operating income to unsecured interest expense of at least 2.0x
In addition, the terms of the credit facility contain customary affirmative and negative covenants that, among
other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and
enter into certain transactions. At December 31, 2021, the Company was in compliance with all such covenants.
2023 Term Loan Facility
On June 30, 2016, the Company entered into a credit agreement with a syndicated group of lenders to make
available a term loan facility that matures in June 2023 (the "2023 Term Loan Facility") in an aggregate amount of
$100.0 million. On June 5, 2018, the Company's operating partnership and the Company entered into the Second
Amendment (the "Second Amendment") to the Credit Agreement, whereby the Company's operating partnership,
among other things, partially exercised its existing $100.0 million expansion option in an aggregate amount equal to
$75.0 million, increasing the aggregate amount outstanding under the 2023 Term Loan Facility to $175.0 million.
The Company also increased the remaining expansion option by $200.0 million, for a total expansion option of
$225.0 million. If the remaining expansion option is exercised in full, the total expansion option would provide for a
total borrowing capacity under the 2023 Term Loan Facility in an aggregate amount of $400.0 million.
The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the maturity date.
Interest rates applicable to loans under the 2023 Term Loan Facility are payable during such periods as such loans
are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the Company
at the beginning of any applicable interest period) plus an applicable margin, and during the period that such loans
F-29
Table of Contents
are base rate loans, at the base rate under the 2023 Term Loan Facility in effect from time to time plus an applicable
margin. The base rate under the 2023 Term Loan Facility is equal to the greatest of the Capital One prime rate, the
federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2023 Term Loan
Facility is leverage-based and ranges from 1.30% to 1.70% for LIBOR loans and 0.30% to 0.70% for base rate
loans; provided that after such time as the Company achieves an investment grade rating from at least two rating
agencies, the Company may elect (but is not required to elect) that the 2023 Term Loan Facility is subject to the
rating based on applicable margins ranging from 0.90% to 1.75% for LIBOR Loans and 0.00% to 0.75% for base
rate loans.
The Company is required to comply with the same financial covenants under the 2023 Term Loan Facility as it
is with the credit facility. In addition, the terms of the 2023 Term Loan Facility contain customary affirmative and
negative covenants that, among other things, limit the Company's ability to make distributions or certain
investments, incur debt, incur liens and enter into certain transactions.
2028 Term Loan Facility
On December 21, 2018, the Company entered into a credit agreement with Huntington National Bank to make
available a term loan facility that matures in December 2028 (the "2028 Term Loan Facility") in an aggregate
amount of $75.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on
the maturity date. The Company has an expansion option under the 2028 Term Loan Facility, which, if exercised in
full, would provide for a total 2028 Term Loan Facility in an aggregate amount of $125.0 million.
Interest rates applicable to loans under the 2028 Term Loan Facility are payable during such periods as such
loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the
Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that
such loans are base rate loans, at the base rate under the 2028 Term Loan Facility in effect from time to time plus an
applicable margin. The base rate under the 2028 Term Loan Facility is equal to the greatest of the Huntington
National Bank prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable
margin for the 2028 Term Loan Facility is leverage-based and ranges from 1.80% to 2.35% for LIBOR loans and
0.80% to 1.35% for base rate loans; provided that after such time as the Company achieves an investment grade
rating from at least two rating agencies, the Company may elect (but is not required to elect) that the 2028 Term
Loan Facility is subject to the rating based on applicable margins ranging from 1.40% to 2.25% for LIBOR Loans
and 0.40% to 1.25% for base rate loans.
The Company is required to comply with the same financial covenants under the 2028 Term Loan Facility as it
is with the credit facility and the 2023 Term Loan Facility. In addition, the terms of the 2028 Term Loan Facility
contain customary affirmative and negative covenants that, among other things, limit the Company's ability to make
distributions or certain investments, incur debt, incur liens and enter into certain transactions.
2029 Term Loan Facility
On April 24, 2019, the Company entered into a credit agreement with BMO Harris Bank N.A. to make available
an unsecured term loan facility that matures in April 2029 (the "2029 Term Loan Facility") in an aggregate amount
of $100.0 million. The entire outstanding principal amount of, and all accrued but unpaid interest, is due on the
maturity date.
Interest rates applicable to loans under the 2029 Term Loan Facility are payable during such periods as such
loans are LIBOR loans, at the applicable LIBOR based on a 1, 2, 3 or 6 month LIBOR period (as elected by the
Company at the beginning of any applicable interest period) plus an applicable margin, and during the period that
such loans are base rate loans, at the base rate under the 2029 Term Loan Facility in effect from time to time plus an
applicable margin. The base rate under the 2029 Term Loan Facility is equal to the greatest of the BMO Harris Bank
prime rate, the federal funds rate plus 0.50% or one month LIBOR plus 1.00%. The applicable margin for the 2029
Term Loan Facility is leverage-based and ranges from 1.85% to 2.30% for LIBOR loans and 0.85% to 1.30% for
base rate loans; provided that after such time as the Company achieves an investment grade rating from at least two
rating agencies, the Company may elect (but is not required to elect) that the 2029 Term Loan Facility be subject to
rating-based margins ranging from 1.40% to 2.25% for LIBOR Loans and 0.40% to 1.25% for base rate loans.
On April 24, 2019, the Company also entered into an interest rate swap agreement with a notional amount of
$100.0 million that matures in April 2029 fixing the interest rate of the 2029 Term Loan Facility at an effective
interest rate of 4.27%.
F-30
Table of Contents
The Company is required to comply with the same financial covenants under the 2029 Term Loan Facility as it
is with the credit facility, 2023 Term Loan Facility and the 2028 Term Loan Facility. In addition, the terms of the
2029 Term Loan Facility contain customary affirmative and negative covenants that are consistent with those
contained in the 2023 Term Loan Facility and 2028 Term Loan Facility, and, among other things, limit the
Company's ability to make distributions, make certain investments, incur debt, incur liens and enter into certain
transactions.
2029 and August 2031 Senior Unsecured Notes
On August 30, 2019, the operating partnership issued $100.0 million of 3.98% senior unsecured notes due
August 30, 2029 (the "2029 Notes") and $50.0 million of 4.08% senior unsecured notes due August 30, 2031 (the
"August 2031 Notes") in a private placement to certain institutional accredited investors. The 2029 Notes and
August 2031 Notes are governed by a Note Purchase Agreement, dated July 30, 2019 (the "2019 Note Purchase
Agreement"), by and among the operating partnership as issuer, the Company, and the purchasers of senior
unsecured notes.
Interest is payable semiannually, on August 30th and February 28th of each year, commencing on February 28,
2020. The 2029 Notes and August 2031 Notes are senior unsecured obligations of the Company and are jointly and
severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The 2029 Notes and August
2031 Notes rank pari passu with the credit facility, the 2023 Term Loan Facility, 2028 Term Loan Facility, 2029
Term Loan Facility, 2026 Notes (defined below), August 2030 Notes (defined below), November 2030 Notes
(defined below), May 2031 Notes (defined below), November 2031 Notes (defined below), 2032 Notes (defined
below), May 2033 Notes (defined below), November 2033 Notes (defined below) and 2036 Notes (defined below).
The 2019 Note Purchase Agreement contains financial covenants that are substantially similar to those described
under the heading "Credit Facility" above. In addition, the terms of the 2019 Note Purchase Agreement contain
customary affirmative and negative covenants that, among other things, limit the Company's ability to make
distributions or certain investments, incur debt, incur liens and enter into certain transactions. At December 31,
2021, the Company was in compliance with all such covenants.
August 2030 and 2032 Senior Unsecured Notes
On October 22, 2020, the operating partnership issued $150.0 million of 2.99% senior unsecured notes due
August 5, 2030 (the "August 2030 Notes") and $100.0 million of 3.09% senior unsecured notes due August 5, 2032
(the "2032 Notes") in a private placement to certain institutional investors. The August 2030 Notes and 2032 Notes
are governed by a Note Purchase Agreement dated August 4, 2020 (the "2020 Note Purchase Agreement"), by and
among the operating partnership as issuer, the Company, and the purchasers of the senior unsecured notes.
Interest is payable semiannually, on August 30th and February 28th of each year, commencing on February 28,
2021. The August 2030 Notes and 2032 Notes are senior unsecured obligations of the Company and are jointly and
severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The August 2030 Notes and
2032 Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029 Term
Loan Facility, 2026 Notes (defined below) 2029 Notes, November 2030 Notes (defined below), May 2031 Notes
(defined below), August 2031 Notes, November 2031 Notes (defined below), May 2033 Notes (defined below),
November 2033 Notes (defined below) and 2036 Notes (defined below). The 2020 Note Purchase Agreement
contains financial covenants that are substantially similar to those of the Company's credit facility. In addition, the
terms of the 2020 Note Purchase Agreement contain customary affirmative and negative covenants that, among
other things, limit the Company's ability to make distributions or certain investments, incur debt, incur liens and
enter into certain transactions. At December 31, 2021, the Company was in compliance with all such covenants.
F-31
Table of Contents
2026, May 2031 and May 2033 Senior Unsecured Notes
On May 3, 2021, the operating partnership as issuer, and the Company, entered into a Note Purchase Agreement
(the "May 2021 Note Purchase Agreement") which provides for the private placement of $35.0 million of 2.16%
senior unsecured notes due May 4, 2026 (the "2026 Notes"), $90.0 million of 3.00% senior unsecured notes due
May 4, 2031 (the "May 2031 Notes") and $55.0 million of 3.10% senior unsecured notes due May 4, 2033 (the
"2033 Notes" and together with the 2026 Notes and May 2031 Notes, the "May 2021 Senior Unsecured Notes") to
certain institutional investors. The May 2021 Senior Unsecured Notes are governed by the May 2021 Note Purchase
Agreement. On May 26, 2021 the operating partnership issued the 2033 Notes and on July 26, 2021 the operating
partnership issued the 2026 Notes and the May 2031 Notes.
Interest is paid semiannually, on May 31st and November 30th of each year, commencing on November 30,
2021. The May 2021 Senior Unsecured Notes are senior unsecured obligations of the Company and are jointly and
severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The May 2021 Senior
Unsecured Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029
Term Loan Facility, 2029 Notes, August 2030 Notes, November 2030 Notes (defined below), August 2031 Notes,
2032 Notes, November 2031 Notes (defined below), November 2033 Notes (defined below) and 2036 Notes
(defined below). The May 2021 Note Purchase Agreement contains financial covenants that are substantially similar
to those of the Company's credit facility. In addition, the terms of the May 2021 Note Purchase Agreement contain
customary affirmative and negative covenants that, among other things, limit the Company's ability to make
distributions or certain investments, incur debt, incur liens and enter into certain transactions.
November 2030, November 2031, November 2033 and 2036 Senior Unsecured Notes
On November 9, 2021, the operating partnership as issuer, and the Company, entered into a Note Purchase
Agreement (the "November 2021 Note Purchase Agreement") which provides for the private placement of $75.0
million of 2.72% senior unsecured notes due November 30, 2030 (the "November 2030 Notes"), $175.0 million of
2.81% senior unsecured notes due November 30, 2031 (the "November 2031 Notes"), $125.0 million of 2.96%
senior unsecured notes due November 30, 2033 (the "November 2033 Notes") and $75.0 million of 3.06% senior
unsecured notes due November 30, 2036 (the "2036 Notes" and together with the November 2030 Notes, November
2031 Notes, November 2033 Notes and the "November 2021 Senior Unsecured Notes") to certain institutional
investors. The November 2021 Senior Unsecured Notes are governed by the November 2021 Note Purchase
Agreement. On December 14, 2021 the operating partnership issued the November 2030 Notes, November 2031
Notes and the 2036 Notes. As discussed in Note 15, on January 28, 2022 the operating partnership issued the
November 2033 Notes.
Interest is paid semiannually, on May 30th and November 30th of each year, commencing on May 30, 2022.
The November 2021 Senior Unsecured Notes are senior unsecured obligations of the Company and are jointly and
severally guaranteed by certain of the Company's subsidiaries, as subsidiary guarantors. The November 2021 Senior
Unsecured Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, 2029
Term Loan Facility, 2026 Notes, 2029 Notes, August 2030 Notes, May 2031 Notes, August 2031 Notes, 2032 Notes
and May 2033 Notes. The November 2021 Note Purchase Agreement contains financial covenants that are
substantially similar to those of the Company's credit facility. In addition, the terms of the November 2021 Note
Purchase Agreement contain customary affirmative and negative covenants that, among other things, limit the
Company's ability to make distributions or certain investments, incur debt, incur liens and enter into certain
transactions.
Fixed Rate Mortgages Payable
Fixed rate mortgages have scheduled maturities at various dates through October 2031, and have effective
interest rates that range from 3.63% to 5.00%. Principal and interest are generally payable monthly or in monthly
interest-only payments with balloon payments due at maturity.
On July 9, 2021, the Company entered into an agreement with a single lender for an $88.0 million debt
financing secured by a first lien on eight of the Company's self storage properties. This interest-only loan matures in
July 2028 and has a fixed interest rate of 2.77%.
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Table of Contents
Future Debt Maturities
Based on existing debt agreements in effect as of December 31, 2021, the scheduled principal and maturity
payments for the Company's outstanding borrowings are presented in the table below (in thousands):
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Scheduled
Principal and
Maturity
Payments
Premium
Amortization and
Unamortized Debt
Issuance Costs
$
$
$
4,374 $
376,813
761,964
227,185
212,322
1,366,286 $
2,948,944 $
(2,228) $
(1,872)
(1,499)
(923)
(761)
(730) $
(8,013) $
Total
2,146
374,941
760,465
226,262
211,561
1,365,556
2,940,931
9. EQUITY-BASED AWARDS
The Company grants awards in the form of LTIP units and restricted common shares to provide equity based
incentive compensation to members of its senior management team, independent trustees, advisers, consultants,
other personnel, and as consideration for self storage property acquisitions.
LTIP units were first granted under the 2013 Long-Term Incentive Plan (the "2013 Plan"), which authorized up
to 2.5 million LTIP units for issuance. In connection with the Company's initial public offering, the Company
terminated the 2013 Plan but the awards granted thereunder remained outstanding after its termination. Restricted
common shares were first granted under the 2015 National Storage Affiliates Trust Equity Incentive Plan (the "2015
Plan"), which authorizes the Company's compensation, nominating, and corporate governance committee to grant
share options, restricted common shares, phantom shares, dividend equivalent rights, LTIP units and other restricted
limited partnership units issued by its operating partnership and other equity-based awards up to an aggregate of 5%
of the common shares issued and outstanding from time to time on a fully diluted basis (assuming, if applicable, the
exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP units
and LTIP units, into common shares).
As of December 31, 2021, the Company did not have outstanding under its equity compensation plan, any
options, warrants or rights to purchase the Company's common shares.
LTIP Units
Through December 31, 2021, an aggregate of 2,474,710 LTIP units have been issued under the 2013 Plan,
1,193,979 LTIP units have been issued under the 2015 Plan, and 373,353 LTIP units have been issued under the
LP Agreement. Some of the granted LTIP units vested immediately or upon completion of the Company's initial
public offering. Others vest upon the contribution of self storage properties or along a schedule at certain times
through June 10, 2025.
Compensatory Grants
The Company grants two types of compensatory LTIP units, time-based LTIP unit awards that are subject to
time-based vesting typically over a period of one to four years from the grant date, so long as such person remains
an employee or trustee, and performance-based LTIP unit awards, which are designed to align the interests of the
Company's executive officers with those of the Company's shareholders in a pay-for-performance structure. The
performance-based LTIP unit awards vest contingent upon the achievement of performance criteria measured over a
period of three years from the grant date, which is based on the Company's total shareholder return ("TSR") relative
to the TSR of the companies in the Morgan Stanley Capital International US REIT Index and the Company's TSR
relative to the TSR of its peers in the self storage industry. The value of the performance-based LTIP unit awards
takes into consideration the probability that the awards will ultimately vest; therefore previously recorded
compensation expense is not adjusted in the event that the performance criteria is not achieved.
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Table of Contents
Compensation expense related to compensatory LTIP units granted to members of the Company's senior
management team, the Company's independent trustees, advisers, consultants and other personnel is included in
general and administrative expense in the accompanying consolidated statements of operations. Total compensation
cost recognized for the compensatory LTIP unit awards was $5.1 million, $3.9 million and $4.2 million for the years
ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021, total unvested compensation cost
not yet recognized was $5.2 million. The Company expects to recognize this compensation cost over a period of
approximately 3.4 years. If the grantee has a termination of service for any reason during the vesting period, the
unvested LTIP units will be forfeited subject to certain limited exceptions.
Time-based LTIP unit awards are granted with a fair value equal to the closing market price of the Company's
common shares on the date of grant. The following table summarizes activity for the time-based LTIP unit awards
for the years ended December 31, 2021, 2020 and 2019:
2021
Time-Based LTIP Unit Awards
2020
2019
Weighted
Average
Grant-Date
Fair Value
Number of
LTIP units
Weighted
Average
Grant-Date
Fair Value
Number of
LTIP units
Weighted
Average
Grant-Date
Fair Value
Number of
LTIP units
Outstanding unvested at
beginning of year
Granted
Vested
Forfeited
170,265 $
98,376
(105,561)
(4,104)
Unvested at end of year
158,976 $
28.93
41.02
27.61
41.84
36.95
181,937 $
111,898
(115,935)
(7,635)
170,265 $
26.55
30.14
26.52
26.72
28.93
223,812 $
101,167
(138,028)
(5,014)
181,937 $
23.54
27.80
22.59
26.25
26.55
The aggregate fair value of the time-based LTIP unit awards that vested during the years ended December 31,
2021, 2020 and 2019 was $2.9 million, $3.1 million and $3.1 million, respectively.
The following table summarizes activity for the performance-based LTIP unit awards granted during the year
ended December 31, 2021, 2020 and 2019, including the minimum, target and maximum number of LTIP units that
may be earned upon the achievement of the performance criteria measured over the period of three years from the
grant date.
Outstanding unvested at December 31, 2018
Granted
Outstanding unvested at December 31, 2019
Granted
Vested
Forfeited
Outstanding unvested at December 31, 2020
Granted
Vested
Forfeited
Outstanding unvested at December 31, 2021
Performance-Based LTIP Unit Awards
Minimum
Target
Maximum
Weighted Average
Grant-Date Fair
Value
—
—
—
—
—
—
—
—
—
—
—
86,407
53,128
139,535
53,835
159,899 $
106,252
266,151 $
107,667
(40,390)
(90,874)
(18,493)
(32,930)
134,487
49,522
250,014 $
99,041
(37,908)
(47,206)
—
(9,656)
146,101
292,193 $
26.35
29.76
27.71
35.67
27.63
27.53
30.69
41.68
24.76
24.21
35.98
The aggregate fair value of the performance-based LTIP unit awards that vested during the year ended
December 31, 2021 and 2020 was $0.9 million and $1.1 million, respectively. The fair value of the performance-
based LTIP unit awards, which have a market condition, is estimated on the date of grant using a Monte Carlo
simulation. The simulation requires assumptions for expected volatility, risk-free rate of return, and dividend yield.
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The following table summarizes the assumptions used to value the performance-based LTIP unit awards granted
during the years ended December 31, 2021, 2020 and 2019:
Risk-free interest rate
Dividend yield
Expected volatility
Acquisition Consideration Grants
2021
2020
2019
0.18 %
3.89 %
1.37 %
4.13 %
2.51 %
4.54 %
34.17 %
24.43 %
25.40 %
On December 31, 2013, the Company granted 1,683,560 LTIP units under the 2013 Plan and on January 23,
2020 the Company granted 28,894 LTIP units under the LP Agreement as part of the consideration for self storage
property acquisitions and contributions. The following table summarizes activity for acquisition grants during the
years ended December 31, 2021, 2020 and 2019:
Total unvested units, December 31, 2018
Units vested in 2018
Total unvested units, December 31, 2019
Units vested in 2019
Units forfeited
Total unvested units, December 31, 2020
Units vested in 2021
Total unvested units, December 31, 2021
Total LTIP units
224,000
—
224,000
—
28,894
252,894
—
252,894
As of December 31, 2021, the remaining unvested LTIP units will vest as additional self storage properties are
contributed or sourced. The fair value of such LTIP units will be recorded as additional acquisition consideration
based on the fair value in the period such acquisitions are completed.
Grants to Consultants
During the years ended December 31, 2020 and 2019, the Company issued 28,892 and 5,714 LTIP units,
respectively, that were immediately vested to consultants that provided acquisition services. During the years ended
December 31, 2020 and 2019, the self storage properties acquired were accounted for as asset acquisitions and
accordingly, the acquisition costs related to the LTIP units granted to consultants were capitalized as part of the
basis of the acquired properties. The aggregate fair value of the LTIP units was $1.0 million and $0.2 million for the
years ended December 31, 2020 and 2019, respectively.
Restricted Common Shares
Through December 31, 2021, an aggregate of 123,463 restricted common shares have been issued under the
2015 Plan. These restricted common shares vest over a period of approximately 3.4 years. Restricted common shares
are granted with a fair value equal to the closing market price of the Company's common shares on the date of
grant.
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The following table summarizes activity for restricted common shares for the years ended December 31, 2021,
2020 and 2019:
2021
Year Ended December 31,
2020
2019
Number of
Restricted
Common
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Restricted
Common
Shares
Weighted
Average
Grant-Date
Fair Value
Number of
Restricted
Common
Shares
Weighted
Average
Grant-Date
Fair Value
Outstanding at
beginning of year
Granted
Vested
Forfeited
29,929 $
29,248
(12,763)
(15,755)
Unvested at end of year
30,659 $
32.68
43.80
31.14
39.52
40.41
25,779 $
21,861
(12,471)
(5,240)
29,929 $
26.26
36.19
25.85
32.00
32.68
22,589 $
18,218
(10,734)
(4,294)
25,779 $
24.83
26.46
23.54
25.61
26.26
The aggregate fair value of restricted common shares that vested during the years ended December 31, 2021,
2020 and 2019 was $0.4 million, $0.3 million and $0.3 million respectively. Total compensation cost recognized for
restricted common shares during the years ended December 31, 2021, 2020 and 2019 was $0.4 million, $0.4 million
and $0.3 million, respectively. At December 31, 2021, total unvested compensation cost not yet recognized was $0.9
million. The Company expects to recognize this compensation cost over a period of approximately 3.4 years. If the
grantee has a termination of service for any reason during the vesting period, the unvested restricted common shares
will be forfeited. Compensation expense related to restricted common shares is included in general and
administrative expense in the accompanying consolidated statements of operations.
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10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings (loss) per common share for the
years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts):
Year Ended December 31,
2020
2019
2021
Earnings (loss) per common share - basic and diluted
Numerator
Net income
$
146,935 $
79,478 $
66,013
Net income attributable to noncontrolling interests
(41,682)
(30,869)
(62,030)
Net income attributable to National Storage Affiliates Trust
105,253
48,609
3,983
Distributions to preferred shareholders
Distributed and undistributed earnings allocated to participating
securities
Net income attributable to common shareholders - basic
Effect of assumed conversion of dilutive securities
Net income (loss) attributable to common shareholders -
diluted
Denominator
(13,104)
(13,097)
(12,390)
(57)
(44)
92,092
40,231
35,468
—
(35)
(8,442)
—
$
132,323 $
35,468 $
(8,442)
Weighted average shares outstanding - basic
81,195
66,547
58,208
Effect of dilutive securities:
Weighted average effect of outstanding forward offering
agreement
Weighted average OP units outstanding
Weighted average DownREIT OP unit equivalents outstanding
Weighted average LTIP units outstanding
Weighted average subordinated performance units and
DownREIT subordinated performance unit equivalents
Weighted average shares outstanding - diluted
100
30,124
1,925
96
21,098
134,538
60
—
—
—
—
—
—
—
—
—
66,607
58,208
Earnings (loss) per share - basic
Earnings (loss) per share - diluted
Dividends declared per common share
$
$
$
1.13 $
0.98 $
1.59 $
0.53 $
0.53 $
1.35 $
(0.15)
(0.15)
1.27
As discussed in Note 2, the Company allocates GAAP income (loss) utilizing the HLBV method, in which the
Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating
partnership at period end after adjusting for any distributions or contributions made during such period. Due to the
stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation
expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust
and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.
Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are
considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders
may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic
earnings per share is calculated based on the weighted average number of common shares outstanding during the
period. Diluted earnings per share is calculated by further adjusting for the dilutive impact using the treasury stock
method for unvested LTIP units subject to a service condition outstanding during the period and the if-converted
method for any convertible securities outstanding during the period.
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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. Vested LTIP units and unvested LTIP units that vest
based on a service condition are allocated income or loss in a similar manner as OP units. Unvested LTIP units
subject to a service or market condition are evaluated for dilution using the treasury stock method. For the year
ended December 31, 2021, 442,703 unvested LTIP units that vest based on a service or market condition are
excluded from the calculation of diluted earnings (loss) per share as they are not dilutive to earnings (loss) per share.
For the year ended December 31, 2021, 252,894 unvested LTIP units that vest upon the future acquisition of
properties are excluded from the calculation of diluted earnings (loss) per share because the contingency for the
units to vest has not been attained as of the end of the reported period.
Subordinated performance units may also, under certain circumstances, be convertible into OP units which are
exchangeable for common shares as described above, and DownREIT subordinated performance units may, under
certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated
performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the
holder’s election only upon the achievement of certain performance thresholds relating to the properties to which
such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that
holds such subordinated performance units or upon certain qualifying terminations. Although subordinated
performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical
conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into
OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted
weighted average common shares. This hypothetical conversion is calculated using historical financial information,
and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the
Company upon expiration of the two-year lock out period on conversions.
For the years ended December 31, 2020 and 2019, potential common shares totaling 48.2 million and 54.2
million, respectively, related to OP units, DownREIT OP units, subordinated performance units, DownREIT
subordinated performance units and vested LTIP units have been excluded from the calculation of diluted earnings
(loss) per share as they are not dilutive to earnings (loss) per share.
Participating securities, which consist of unvested restricted common shares, receive dividends equal to those
received by common shares. The effect of participating securities for the periods presented above is calculated using
the two-class method of allocating distributed and undistributed earnings.
11. 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 years ended December 31, 2021, 2020 and 2019, the Company incurred $20.4 million,
$16.4 million and $20.0 million, respectively, for supervisory and administrative fees to the PROs. Such fees are
included in general and administrative expenses in the accompanying consolidated statements of operations.
Payroll Services
For the self storage properties that are managed by the PROs, the employees responsible for operation of the
self storage properties are generally employees of the PROs who charge the Company for the costs associated with
the respective employees. For the years ended December 31, 2021, 2020 and 2019, the Company incurred $27.9
million, $25.9 million and $32.0 million, respectively, for payroll and related costs reimbursable to these PROs.
Such costs are included in property operating expenses in the accompanying consolidated statements of operations.
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Due Diligence Costs
During the years ended December 31, 2021, 2020 and 2019, the Company incurred $1.7 million, $0.5 million
and $0.7 million, respectively, of expenses payable to certain PROs related to self storage property acquisitions
sourced by the PROs. These expenses, which are based on the volume of transactions sourced by the PROs, are
intended to reimburse the PROs for due diligence costs incurred in the sourcing and underwriting process. For the
years ended December 31, 2021, 2020 and 2019 these due diligence costs are capitalized as part of the basis of the
acquired self storage properties.
Self Storage Property Acquisitions
During the year ended December 31, 2021, the Company acquired eight self storage properties for
$102.7 million from companies in which J. Timothy Warren, a trustee of the Company, was an investor or controlled
an entity which was an investor. Of the total consideration paid, 171,439 OP units with a value of $10.2 million were
issued to a company controlled by Mr. Warren, but owned by Mr. Warren's adult children, and 31,869 OP units with
a value of $2.1 million were issued to an entity owned and controlled by Mr. Warren.
During the year ended December 31, 2020, the Company acquired one self storage property from a company in
which an entity controlled by J. Timothy Warren, a trustee of the Company, was an investor. Mr. Warren's adult
children held an ownership interest in such investor entity. The total consideration payable by the Company for this
property was subject to an earnout payable in three tranches based on the performance of the property over six, 12
and 18 month periods. During 2021, in connection with the 12 month and 18 month tranches of the earnout, the
Company paid aggregate consideration totaling approximately $4.1 million, and the interest of Mr. Warren's
children was 22,794 OP Units with a value of approximately $1.2 million.
During the year ended December 31, 2020, the Company acquired one self storage property for $7.5 million
from an entity that was partially owned by Arlen Nordhagen, the Company's executive chairman and former chief
executive officer, and David Cramer, the Company's chief operating officer. Of the total consideration paid, Mr.
Nordhagen's and Mr. Cramer's interest was approximately 58,376 OP Units with a value of $1.5 million and 29,689
OP Units with a value $0.7 million, respectively.
During the year ended December 31, 2020, the Company acquired one self storage property for $8.3 million
from a company in which an entity controlled by J. Timothy Warren, a trustee of the Company, was an investor. Mr.
Warren's adult children held an ownership interest in such entity. Of the total consideration paid, the interest of Mr.
Warren's children was approximately 16,620 OP Units with a value of $0.5 million.
Acquisition of Interest in Reinsurance Company and Related Cash Flows
On December 31, 2021, the Company, as acquiror, and Northwest (e.g. Kevin Howard Real Estate, Inc.) and
KHJTW, LLC (an entity owned by an affiliate of Northwest and an entity controlled by J. Timothy Warren, a trustee
of the Company) entered into a Contribution and Purchase Agreement (the "Contribution Agreement") whereby the
Company acquired an ownership interest (approximately 0.54%) in SBOA TI Reinsurance Ltd. (the "Reinsurance
Company"), a Cayman Islands exempted company. The Reinsurance Company provides reinsurance for a self
storage tenant insurance program issued by a licensed insurance company, whereby tenants of the Company's self
storage facilities and tenants of other operators participating in the program can purchase insurance to cover damage
or destruction to their personal property while stored at such facilities. The Company is entitled to receive its share
of distributions of any profits generated by the Reinsurance Company, depending on actual losses incurred by the
program. As part of the transaction, the Company also acquired the rights to the access fees associated with the
tenant insurance-related arrangements from Northwest.
The consideration paid for the interest in the Reinsurance Company and the rights to access fees associated with
the tenant insurance-related arrangements was $9.5 million, which consisted of $2.9 million of cash and 96,256 OP
units totaling $6.6 million. Of the total consideration transferred, a company controlled by Mr. Warren, but owned
by Mr. Warren's adult children received 48,128 OP Units totaling approximately $3.3 million. The Contribution
Agreement contains customary representations, warranties, covenants and agreements of the Company and the
sellers.
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The Company allocated the total purchase price to the estimated fair value of the assets acquired, consisting of
$0.1 million of equity interest in the Reinsurance Company and $9.4 million as an intangible related to the acquired
access fees and rights to control the tenant insurance-related arrangements. These assets are reported in other assets,
net in the Company's consolidated balance sheets. The intangible asset is amortized on a straight-line basis over 25
years, which approximates the weighted average remaining useful life of the Northwest-managed properties, and is
recorded in depreciation and amortization expense in the Company's consolidated statements of operations.
12. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is subject to litigation, claims, and assessments that may arise in the ordinary course of its
business activities. Such matters include contractual matters, employment related issues, and regulatory proceedings.
Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of
such matters will not have a material adverse effect on the Company's financial position, results of operations, or
liquidity.
13. LEASES
The Company determines if a contractual arrangement is a lease at inception. As a lessee, the Company has
non-cancelable lease agreements for real estate and its corporate office space that are classified as operating leases.
The Company's operating leases are included in operating lease right-of-use ("ROU") assets and operating lease
liabilities in its consolidated balance sheets. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. As the Company's operating
leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information
available at commencement date in determining the discount rate for the present value of the lease payments. To the
extent that the lease agreements provide for fixed increases throughout the term of the lease, the Company
recognizes lease expense on a straight-line basis over the expected lease terms.
Real Estate Leasehold Interests
The Company has eight properties that are subject to non-cancelable leasehold interest agreements with
remaining lease terms ranging from 13 to 71 years, inclusive of extension options that the Company anticipates
exercising. Rent expense under these leasehold interest agreements is included in property operating expenses in the
accompanying consolidated statements of operations and amounted to $1.7 million, $1.8 million and $1.6 million for
the years ended December 31, 2021, 2020 and 2019, respectively.
Office Leases
The Company has entered into non-cancelable lease agreements for its corporate office space with remaining
lease terms ranging from one to seven years. Rent expense related to these office leases is included in general and
administrative expenses in the accompanying consolidated statements of operations and amounted to $0.4 million,
$0.4 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.
The weighted-average remaining lease term and the weighted-average discount rate for the Company's
operating leases as of December 31, 2021 are as follows:
Weighted-average remaining lease term
Real estate leasehold interests
Office leases
Weighted-average remaining discount rate
Real estate leasehold interests
Office leases
December 31, 2021
27 years
5 years
4.9 %
3.8 %
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As of December 31, 2021, the future minimum lease payments under the Company's operating leases, for which
the Company is a lessee, are as follows (in thousands):
Real Estate
Leasehold Interests
Office Leases
Total
$
1,459 $
465 $
Year Ending December 31,
2022
2023
2024
2025
2026
2027 through 2092
Total lease payments
Less imputed interest
Total
$
$
1,464
1,470
1,521
1,549
33,657
41,120 $
(19,326)
21,794 $
430
450
456
429
195
2,425 $
(238)
2,187 $
As of December 31, 2020, the future minimum lease payments under the Company's operating leases, for which
the Company is a lessee, are as follows (in thousands):
Real Estate
Leasehold Interests
Office Leases
Total
$
1,444 $
471 $
Year Ending December 31,
2021
2022
2023
2024
2025
2026 through 2092
Total lease payments
Less imputed interest
Total
$
$
14. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
1,459
1,464
1,470
1,521
35,206
42,564 $
(20,374)
22,190 $
465
430
450
456
624
2,896 $
(330)
2,566 $
1,924
1,894
1,920
1,977
1,978
33,852
43,545
(19,564)
23,981
1,915
1,924
1,894
1,920
1,977
35,830
45,460
(20,704)
24,756
The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap
agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively
converting the interest on variable rate debt to a fixed rate. The Company measures its interest rate swap derivatives
at fair value on a recurring basis. The effective portion of changes in the fair value of derivatives designated and that
qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently
reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the
change in fair value of the derivatives is recognized directly into earnings.
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Information regarding the Company's interest rate swaps measured at fair value, which are classified within
Level 2 of the GAAP fair value hierarchy, is presented below (dollars in thousands):
Fair value at December 31, 2019
Cash flow hedge ineffectiveness included in accumulated other comprehensive income
Losses on interest rate swaps reclassified into interest expense from accumulated other
comprehensive income
Unrealized losses on interest rate swaps included in accumulated other comprehensive
income
Fair value at December 31, 2020
Fair value at December 31, 2020
Cash flow hedge ineffectiveness included in accumulated other comprehensive income
Losses on interest rate swaps reclassified into interest expense from accumulated other
comprehensive income
Unrealized gains on interest rate swaps included in accumulated other comprehensive
income
Fair value at December 31, 2021
Interest Rate Swaps
Designated as Cash
Flow Hedges
$
$
$
$
(18,963)
69
14,520
(73,544)
(77,918)
(77,918)
25
20,578
23,558
(33,757)
As of December 31, 2021 and 2020, the Company had outstanding interest rate swaps designated as cash flow
hedges with aggregate notional amounts of $1,125.0 million and $1,125.0 million, respectively. As of December 31,
2021, the Company's swaps had a weighted average remaining term of 2.8 years. The fair value of these swaps are
presented within other assets and accounts payable and accrued liabilities in the accompanying balance sheets, and
the Company recognizes any changes in the fair value as an adjustment of accumulated other comprehensive income
(loss) within equity to the extent of their effectiveness. If the forward rates at December 31, 2021 remain constant,
the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately
$16.5 million of the unrealized losses included in accumulated other comprehensive income (loss). If market interest
rates increase above the 1.92% weighted average fixed rate under these interest rate swaps the Company will benefit
from net cash payments due to it from its counterparty to the interest rate swaps.
There were no transfers between levels during the years ended December 31, 2021 and 2020. For financial
assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price
quotes, including LIBOR yield curves. The Company uses valuation techniques for Level 2 financial assets and
liabilities which include LIBOR yield curves at the reporting date as well as assessing counterparty credit risk.
Counterparties to these contracts are highly rated financial institutions. Although the Company has determined that
the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with the Company's derivatives utilize Level 3 inputs, such as estimates of current
credit spreads, to evaluate the likelihood of default by the Company and the counterparties. As of December 31,
2021 and 2020, 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, accounts payable and
accrued liabilities reflected in the balance sheets at December 31, 2021 and 2020, approximate fair value due to the
short term nature of these financial assets and liabilities. The carrying value of variable rate debt financing reflected
in the balance sheets at December 31, 2021 and 2020 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
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hierarchy). The combined principal balance of the Company’s fixed rate private placement notes was approximately
$905.0 million as of December 31, 2021, with a fair value of approximately $931.1 million. In determining the fair
value, the Company estimated a weighted average market interest rate of approximately 2.81%, compared to the
weighted average contractual interest rate of 3.09%. The combined principal balance of the Company’s fixed rate
private placement notes was approximately $400.0 million as of December 31, 2020, which approximated fair value
as the then-current market and credit risk was similar to when the notes were originally issued. The combined
principal balance of the Company's fixed rate mortgages payable was approximately $303.9 million as of
December 31, 2021 with a fair value of approximately $319.9 million. In determining the fair value, the Company
estimated a weighted average market interest rate of approximately 2.55%, compared to the weighted average
contractual interest rate of 4.12%. The combined principal balance of the Company's fixed rate mortgages was
approximately $223.6 million as of December 31, 2020 with a fair value of approximately $249.7 million. In
determining the fair value as of December 31, 2020, the Company estimated a weighted average market interest rate
of approximately 2.12%, compared to the weighted average contractual interest rate of 4.69%.
15. SUBSEQUENT EVENTS
Northwest Retirement
As discussed in Note 1, one of the Company's largest PROs, Northwest, retired effective January 1, 2022. As a
result of the retirement event, management of our properties in the Northwest managed portfolio was transferred to
the Company and the Northwest brand name and related intellectual property was internalized by the Company, and
the Company discontinued payment of any supervisory and administrative fees or reimbursements to Northwest. As
part of the internalization, most of Northwest's employees were offered and provided employment by the Company
and continue managing Northwest's portfolio of properties as members of the Company's existing property
management platform.
Under the terms of the Company's facilities portfolio management agreement with Northwest, in connection
with a retirement event leading to the transfer of management of our properties to us and related intellectual
property, Northwest was entitled to receive OP units based on a contractual formula. Using this formula, the
Company determined that Northwest was entitled to receive an equivalent of 46,540 OP units totaling $3.2 million.
The Company allocated the purchase price to tangible fixed assets and intangible assets acquired, consisting of a
management contract and the Northwest trade name. The tangible and intangible assets related to the internalization
will be included in other assets, net in the Company's condensed consolidated balance sheets.
Additionally, in connection with the retirement of Northwest, effective as of January 1, 2022, 2,078,357
subordinated performance units related to Northwest's managed portfolio were converted into 3,911,260 OP units,
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 NW subordinated performance units over the
two-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 NW subordinated performance units and OP units was determined by the Company
based upon the application of the provisions of the operating partnership agreement applicable to the distributions of
operating cash flow and capital transactions proceeds.
2033 Senior Unsecured Notes
On January 28, 2022 the operating partnership issued the November 2033 Notes. The Company used the
proceeds to repay outstanding amounts on its revolving line of credit and for general corporate purposes.
Subordinated Performance Unit To OP Unit Conversions
Subordinated performance units are 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 (a "voluntary conversion") 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.
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Following such lock-out period, a holder of subordinated performance units in the Company's operating
partnership may elect a voluntary conversion one time each year prior to December 1st to convert a pre-determined
portion of such subordinated performance units into OP units in the Company's operating partnership, with such
conversion effective January 1st of the following year with each subordinated performance unit being converted into
the number of OP units determined by dividing the average cash available for distribution, or CAD, per unit on the
series of specific subordinated performance units over the one-year period prior to conversion by 110% of the CAD
per unit on the OP units determined over the same period. CAD per unit on the series of specific subordinated
performance units and OP units is determined by the Company based generally upon the application of the
provisions of the operating partnership agreement applicable to the distributions of operating cash flow and capital
transactions proceeds.
During the year ended December 31, 2021, the Company received notices requesting the conversion of 82,611
subordinated performance units. Effective January 1, 2022, the Company issued 235,241 OP units in satisfaction of
such voluntary conversion requests.
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NATIONAL STORAGE AFFILIATES TRUST
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2021
(dollars in thousands)
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Auburn-Opelika
Auburn-Opelika
Birmingham-Hoover
Birmingham-Hoover
Dothan
Dothan
Huntsville
Huntsville
Mobile
Mobile
Montgomery
Tuscaloosa
Tuscaloosa
Tuscaloosa
Hot Springs
Hot Springs
Pine Bluff
Lake Havasu City-Kingman
Lake Havasu City-Kingman
Lake Havasu City-Kingman
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AR
AR
AR
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
904
707
1,539
1,161
425
995
608
1,229
991
589
1,295
2,181
2,161
821
1,268
918
510
671
722
711
1,089
3,813
1,375
1,653
1,661
1,050
1,198
1,324
3,816
5,576
1,506
904
707
1,539
1,161
425
995
608
1,229
991
589
1,295
2,181
2,161
821
1,268
918
510
671
722
711
1,089
3,813
1,375
1,653
1,661
1,050
1,198
1,324
3,816
5,576
1,609
6
15
8
8
62
97
41
3
847
10
7
14
4
4
5
5
6
375
137
235
109
138
209
70
116
150
55
112
60
351
3,697
4,736
6,992
8,443
5,913
6,452
5,689
2,084
8,329
4,874
2,233
12,978
17,691
7,735
4,252
9,480
4,475
2,785
1,572
2,546
5,438
6,607
7,831
2,613
7,531
3,311
5,359
1,921
3,626
4,348
6,746
2,881
F-45
4,742
7,007
8,451
5,922
6,514
5,787
2,125
8,332
5,721
2,243
12,987
17,705
7,739
4,256
9,484
4,480
2,791
1,947
2,684
5,673
6,716
7,970
2,822
7,602
3,428
5,509
1,975
3,738
4,408
7,098
6,579
5,646
7,714
9,990
7,083
6,939
6,782
2,733
9,561
6,712
2,832
14,282
19,886
9,900
5,077
10,752
5,398
3,301
2,618
3,406
6,384
7,805
11,783
4,197
9,255
5,089
6,559
3,173
5,062
8,224
12,674
8,188
55
70
97
87
78
54
33
15
9/30/2021
9/30/2021
9/30/2021
9/30/2021
8/30/2021
10/29/2021
9/24/2021
12/14/2021
1,880
4/12/2016
6
12/2/2021
138
9/30/2021
71
13
7
91
55
36
704
1,157
11/10/2021
12/23/2021
12/23/2021
10/22/2021
10/22/2021
9/30/2021
4/1/2014
7/1/2014
277
10/29/2020
2,219
2,040
1,248
1,715
979
992
632
975
1,111
2,119
6/30/2014
9/30/2014
9/30/2014
10/1/2014
10/1/2014
1/1/2015
5/1/2015
5/1/2015
5/1/2015
5/19/2016
670
7/29/2016
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Phoenix-Mesa-Scottsdale
Tucson
Tucson
Tucson
Tucson
Tucson
Bakersfield
Bakersfield
Bakersfield
Bakersfield
Bakersfield
Bakersfield
Bakersfield
Bakersfield
Fresno
Los Angeles-Long Beach-Anaheim
Los Angeles-Long Beach-Anaheim
Los Angeles-Long Beach-Anaheim
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
AZ
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
2,120
1,809
840
2,111
748
676
1,011
1,125
949
1,419
1,117
1,231
806
534
421
716
358
439
606
511
1,409
1,882
1,355
1,306
1,016
1,579
750
840
6,641
1,122
1,530
2,120
1,809
840
2,111
748
676
1,011
1,125
949
1,419
1,117
1,231
806
534
421
716
358
439
606
511
1,228
1,882
1,355
1,306
1,016
1,579
750
840
6,641
1,122
1,530
29
80
38
41
215
106
88
98
160
83
241
60
235
24
150
40
522
85
428
226
235
123
345
150
127
186
137
545
121
90
347
5,442
4,787
5,274
7,963
4,027
4,098
3,453
3,554
7,351
5,504
5,918
5,107
4,041
8,335
3,855
1,365
2,047
2,501
2,580
2,804
3,907
3,858
4,678
3,440
3,638
3,357
5,802
7,502
8,239
1,881
5,799
F-46
5,471
4,866
5,311
8,005
4,241
4,204
3,540
3,651
7,510
5,587
6,159
5,167
4,276
8,359
4,006
1,404
2,570
2,586
3,008
3,030
4,142
3,980
5,024
3,590
3,765
3,543
5,938
8,047
8,361
1,971
6,146
7,591
6,675
6,151
10,116
4,989
4,880
4,551
4,776
8,459
7,006
7,276
6,398
5,082
8,893
4,427
2,120
2,928
3,025
3,614
3,541
5,370
5,862
6,379
4,896
4,781
5,122
6,688
8,887
15,002
3,093
7,676
908
808
857
1,189
758
655
538
654
967
860
809
582
401
197
942
573
574
445
593
775
942
1,039
1,231
1,140
806
942
1,324
2,424
2,002
2/13/2017
1/4/2018
1/4/2018
1/4/2018
1/11/2018
1/11/2018
1/11/2018
1/11/2018
1/11/2018
1/11/2018
2/1/2018
1/1/2019
6/19/2019
3/31/2021
8/29/2013
8/29/2013
1/4/2018
1/4/2018
1/4/2018
8/1/2016
8/1/2016
8/1/2016
8/1/2016
8/1/2016
8/1/2016
8/1/2016
8/1/2016
8/1/2016
4/1/2014
640
6/30/2014
1,002
8/1/2016
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Los Angeles-Long Beach-Anaheim
Los Angeles-Long Beach-Anaheim
Los Angeles-Long Beach-Anaheim
Los Angeles-Long Beach-Anaheim(3)
Los Angeles-Long Beach-Anaheim(3)
Los Angeles-Long Beach-Anaheim(3)
Los Angeles-Long Beach-Anaheim(3)
Los Angeles-Long Beach-Anaheim(3)
Los Angeles-Long Beach-Anaheim(3)(4)
Los Angeles-Long Beach-Anaheim(4)
Los Angeles-Long Beach-Anaheim(4)
Modesto
Modesto
Nonmetropolitan Area
Oxnard-Thousand Oaks-Ventura
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
2,345
1,350
763
14,109
7,186
2,366
2,871
5,448
—
—
—
1,526
773
425
888
1,342
1,672
978
1,068
1,202
1,803
1,337
846
3,974
2,018
1,842
1,981
3,245
670
538
382
2,345
1,350
763
14,109
7,186
2,366
2,871
5,448
—
—
—
1,526
773
425
888
1,829
1,672
978
1,068
1,202
1,803
1,337
846
3,974
2,018
1,842
1,981
3,245
670
538
382
715
180
276
538
305
158
87
497
115
102
168
74
19
23
85
1,813
135
320
260
117
305
86
132
185
780
77
104
1,470
539
442
418
6,820
11,266
6,258
23,112
12,771
4,892
3,703
10,015
7,106
13,150
10,084
12,032
5,655
7,249
4,894
4,446
2,564
1,854
2,609
2,032
2,758
4,489
2,508
6,962
3,478
3,420
3,323
4,420
8,613
3,921
3,442
F-47
7,536
11,445
6,535
23,650
13,077
5,049
3,790
10,512
7,221
13,253
10,251
12,106
5,674
7,272
4,979
6,259
2,699
2,173
2,869
2,149
3,063
4,574
2,641
7,147
4,258
3,498
3,428
5,891
9,152
4,362
3,861
9,881
12,795
7,298
37,759
20,263
7,415
6,661
15,960
7,221
13,253
10,251
13,632
6,447
7,697
5,867
8,088
4,371
3,151
3,937
3,351
4,866
5,911
3,487
11,121
6,276
5,340
5,409
9,136
9,822
4,900
4,243
1,261
2,127
1,259
7,064
3,809
1,552
8/1/2016
8/1/2016
8/1/2016
9/17/2014
9/17/2014
9/17/2014
996
10/7/2014
3,221
2,030
3,128
1,287
10/7/2014
9/17/2014
1/1/2015
10/3/2017
2,483
11/10/2016
974
11/10/2016
1,350
11/10/2016
179
2,070
853
995
2/3/2021
4/1/2013
4/1/2014
5/30/2014
1,045
5/30/2014
722
6/30/2014
1,285
1,358
1,123
2,608
2,047
860
1,048
2,112
1,720
890
786
6/30/2014
6/30/2014
7/1/2014
10/1/2014
10/1/2014
1/1/2015
1/1/2015
5/16/2016
8/1/2016
8/1/2016
8/1/2016
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
Riverside-San Bernardino-Ontario(3)
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
806
570
345
252
2,691
302
896
1,644
1,982
552
1,026
1,878
3,418
1,913
772
597
3,022
2,897
2,835
2,484
1,139
1,401
925
1,174
1,506
631
1,318
1,942
1,339
1,105
1,542
806
570
345
252
2,691
302
1,211
1,644
1,982
552
1,026
1,878
3,418
1,913
772
597
3,022
2,467
2,164
2,484
1,139
1,401
925
1,174
1,506
631
1,318
1,942
1,339
1,105
1,542
578
410
207
655
220
132
3,450
68
10
133
166
139
199
88
116
100
133
705
863
90
36
30
60
112
47
94
70
46
64
60
48
3,852
4,238
3,270
4,419
3,950
4,169
6,397
2,588
14,141
3,010
4,552
5,104
9,907
6,072
4,044
5,464
8,124
5,725
5,589
5,903
5,054
4,577
3,459
2,556
2,913
2,307
2,394
2,647
2,830
2,672
2,127
F-48
4,430
4,649
3,477
5,074
4,169
4,301
9,847
2,656
14,150
3,144
4,718
5,244
5,236
5,219
3,822
5,326
6,860
4,603
11,058
4,300
16,132
3,696
5,744
7,122
10,106
13,524
6,160
4,160
5,564
8,257
6,430
6,452
5,994
5,090
4,607
3,519
2,667
2,959
2,400
2,464
2,693
2,894
2,733
2,175
8,073
4,932
6,161
11,279
8,897
8,616
8,478
6,229
6,008
4,444
3,841
4,465
3,031
3,782
4,635
4,233
3,838
3,717
915
896
744
968
787
873
8/1/2016
8/1/2016
8/1/2016
9/1/2016
9/1/2016
5/8/2017
1,525
5/31/2017
509
5/17/2018
24
12/29/2021
1,117
1,348
1,345
2,321
1,676
1,343
1,310
2,217
2,211
2,032
1,282
1,307
919
937
836
739
801
791
5/16/2008
9/17/2014
9/17/2014
8/5/2015
8/5/2015
8/5/2015
8/5/2015
8/5/2015
8/5/2015
8/5/2015
8/5/2015
10/1/2015
10/1/2015
10/1/2015
10/1/2015
10/1/2015
10/1/2015
10/1/2015
1,010
10/1/2015
845
957
755
10/1/2015
10/1/2015
10/1/2015
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Riverside-San Bernardino-Ontario(3)
Sacramento-Roseville-Arden-Arcade
Sacramento-Roseville-Arden-Arcade
San Diego-Carlsbad
San Diego-Carlsbad
San Diego-Carlsbad(3)
San Diego-Carlsbad(4)
San Diego-Carlsbad(4)
San Jose-Sunnyvale-Santa Clara
Stockton-Lodi
Stockton-Lodi
Stockton-Lodi
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs
Colorado Springs(3)
Denver-Aurora-Lakewood
Denver-Aurora-Lakewood
Denver-Aurora-Lakewood
Fort Collins
Fort Collins
Greeley
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CA
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
CO
1,478
1,195
1,652
3,544
4,318
3,703
—
—
426
559
1,710
1,637
455
588
632
414
766
1,499
1,724
236
1,220
1,041
1,659
907
300
868
938
758
3,213
2,514
1,877
1,478
1,195
1,652
3,544
4,323
3,703
—
—
426
559
1,710
1,637
455
588
632
414
766
1,499
1,724
236
1,220
1,041
1,659
907
300
868
938
758
3,213
2,514
1,877
55
37
229
346
1,151
148
243
79
32
15
60
54
65
1,140
420
388
686
7
14
10
27
13
440
8
131
2,311
47
4
244
121
2
4,534
8,407
9,510
4,915
19,775
5,582
5,568
4,041
3,681
5,514
8,995
11,901
1,351
2,162
3,118
1,535
5,901
6,088
6,432
661
2,374
2,961
6,521
7,953
1,801
128
8,449
4,350
3,087
1,786
13,319
F-49
4,589
8,445
9,738
5,261
20,926
5,730
5,811
4,120
3,713
5,529
9,055
11,955
1,416
3,301
3,538
1,923
6,588
6,095
6,447
670
2,400
2,974
6,962
7,962
1,931
2,439
8,496
4,354
3,331
1,907
6,067
9,640
11,390
8,805
25,249
9,433
5,811
4,120
4,139
6,088
10,765
13,592
1,871
3,889
4,170
2,337
7,354
7,594
8,171
906
3,620
4,015
8,621
8,869
2,231
3,307
9,434
5,112
6,544
4,421
13,321
15,198
945
10/1/2015
1,412
11/10/2016
1,448
1,513
3,414
1,507
1,156
1,488
105
959
9/26/2018
10/1/2014
8/1/2016
9/17/2014
1/1/2015
1/31/2015
3/23/2021
11/10/2016
1,793
11/10/2016
1,669
7/31/2017
539
8/29/2007
1,165
1,362
742
3/26/2008
3/26/2008
5/1/2008
1,173
10/19/2017
354
467
39
163
123
196
185
629
717
3/27/2020
5/20/2020
9/8/2020
9/8/2020
12/17/2020
3/2/2021
3/30/2021
6/1/2009
6/22/2009
1,271
11/1/2016
66
8/30/2021
1,251
8/29/2007
705
8/29/2007
55
11/30/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Pueblo
New Haven-Milford
Norwich-New London
Cape Coral-Fort Myers
Cape Coral-Fort Myers(3)
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Crestview-Fort Walton Beach-Destin
Deltona-Daytona Beach-Ormond Beach
Gainesville
Gainesville
Gainesville(3)
Jacksonville
Jacksonville
Jacksonville
Lakeland-Winter Haven
Lakeland-Winter Haven(3)
Naples-Immokalee-Marco Island(3)
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
CO
CT
CT
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
156
809
852
1,876
4,122
2,001
813
1,285
407
1,179
1,270
1,204
1,778
1,072
264
457
2,087
1,629
527
4,080
972
3,849
1,176
1,015
2,143
1,985
1,336
2,352
2,211
2,488
1,767
156
809
852
1,876
4,122
2,001
813
1,285
407
1,179
1,270
1,204
1,778
1,072
264
457
2,087
1,629
527
4,080
972
3,849
1,176
1,015
3,373
1,985
1,336
2,352
2,211
2,488
1,767
21
11
61
—
187
34
132
289
268
429
37
35
58
114
110
496
244
360
940
57
181
719
15
60
3,925
906
13
—
101
217
90
2,797
4,527
6,006
12,329
8,453
12,948
3,509
5,292
14,655
8,405
10,518
5,986
8,489
4,698
2,369
2,120
19,473
4,929
2,434
9,402
2,159
16,688
3,421
3,031
5,005
4,299
4,085
5,515
5,682
7,282
5,955
F-50
2,817
4,538
6,067
12,329
8,640
12,983
3,641
5,580
14,922
8,835
10,555
6,021
8,548
4,812
2,479
2,616
2,973
5,347
6,919
14,205
12,762
14,984
4,454
6,865
15,329
10,014
11,825
7,225
10,326
5,884
2,743
3,073
571
49
206
2/17/2016
10/5/2021
12/2/2020
56
11/15/2021
1,755
1,033
279
461
867
654
185
4/1/2016
6/21/2019
12/17/2019
12/17/2019
1/14/2020
1/16/2020
6/30/2021
35
11/17/2021
513
794
351
290
6/8/2020
1/10/2018
12/18/2018
12/19/2019
19,718
21,805
3,001
11/10/2016
5,289
3,374
9,460
2,341
17,408
3,436
3,091
8,929
5,205
4,098
5,515
5,783
7,499
6,045
6,918
3,901
13,540
3,313
21,257
4,612
4,106
12,302
7,190
5,434
7,867
7,994
9,987
7,812
1,126
11/10/2016
935
202
648
2,946
684
588
12/20/2017
6/18/2021
5/4/2015
4/1/2016
4/1/2016
4/1/2016
2,355
10/11/2016
1,005
1/31/2017
618
32
1,149
1,412
1,291
4/6/2017
11/8/2021
4/1/2016
4/1/2016
4/1/2016
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
North Port-Sarasota-Bradenton(3)
Orlando-Kissimmee-Sanford
Orlando-Kissimmee-Sanford
Orlando-Kissimmee-Sanford
Orlando-Kissimmee-Sanford
Palm Bay-Melbourne-Titusville
Panama City
Panama City
Pensacola-Ferry Pass-Brent
Pensacola-Ferry Pass-Brent
Pensacola-Ferry Pass-Brent
Pensacola-Ferry Pass-Brent
Pensacola-Ferry Pass-Brent
Punta Gorda(3)
Tampa-St. Petersburg-Clearwater
Tampa-St. Petersburg-Clearwater
Tampa-St. Petersburg-Clearwater
Tampa-St. Petersburg-Clearwater
Tampa-St. Petersburg-Clearwater
Tampa-St. Petersburg-Clearwater(3)
Tampa-St. Petersburg-Clearwater(3)
Crestview-Fort Walton Beach-Destin
North Port-Sarasota-Bradenton
Palm Bay-Melbourne-Titusville
The Villages
Albany
Atlanta-Sandy Springs-Roswell
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
FL
GA
GA
1,924
1,839
2,507
1,685
437
2,426
2,166
4,583
4,181
789
2,332
810
1,025
841
644
1,182
1,075
1,157
3,581
4,708
2,063
1,248
2,653
361
5,436
684
2,105
1,125
897
785
515
1,924
1,839
2,507
1,685
437
2,426
2,166
4,583
4,181
789
2,332
810
1,025
841
644
1,182
1,075
1,157
3,581
4,708
2,063
1,248
2,653
361
5,436
684
2,105
1,125
897
785
515
340
88
102
125
152
184
119
197
241
65
54
51
231
275
276
42
8
824
1,612
231
207
14
5
120
88
49
131
40
80
96
142
4,514
8,377
7,766
5,439
5,128
9,314
4,672
8,752
4,268
4,969
6,847
3,105
8,157
5,075
4,785
5,008
9,079
2,079
2,612
13,984
5,351
2,937
15,771
1,238
10,092
12,857
8,217
4,362
6,132
3,917
687
F-51
4,854
8,466
7,868
5,564
5,279
9,499
4,791
8,948
4,509
5,033
6,901
3,156
8,388
5,349
5,061
5,050
9,087
2,903
4,224
6,778
10,305
10,375
7,249
5,716
11,925
6,957
13,531
8,690
5,822
9,233
3,966
9,413
6,190
5,705
6,232
10,162
4,060
7,805
1,117
1,439
1,465
1,142
1,089
4/1/2016
4/1/2016
4/1/2016
4/1/2016
4/1/2016
1,689
11/10/2016
961
11/10/2016
1,982
11/10/2016
902
166
644
258
6/30/2017
2/1/2021
6/21/2019
8/22/2019
1,169
10/3/2017
889
641
469
122
540
744
2/20/2018
12/12/2018
6/21/2019
9/30/2021
4/27/2017
5/1/2017
14,215
18,923
2,111
5/24/2017
5,559
2,950
15,777
1,358
10,179
12,906
8,349
4,402
6,211
4,012
830
7,622
4,198
18,430
1,719
15,615
13,590
10,454
5,527
7,108
4,797
1,345
623
217
117
502
2,087
1,014
1,000
446
911
159
335
8/28/2018
12/18/2019
10/22/2021
5/4/2015
4/1/2016
1/1/2019
1/1/2019
1/1/2019
1/1/2019
12/18/2020
8/29/2007
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
Atlanta-Sandy Springs-Roswell
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
272
702
1,413
341
553
85
1,614
1,595
430
972
666
1,028
748
703
1,873
547
1,499
763
795
1,356
912
570
919
520
765
686
527
973
2,469
1,367
1,545
272
702
1,413
341
553
85
1,614
1,595
430
972
666
1,028
748
703
1,873
547
1,499
763
600
1,356
912
570
919
520
765
686
527
973
2,469
1,367
1,545
538
583
227
155
205
311
1,734
2,073
83
71
666
113
118
133
135
68
103
99
109
89
119
164
123
50
77
72
76
71
18
9
13
1,357
1,999
1,590
562
847
445
2,476
2,143
3,470
2,342
5,961
7,041
3,382
4,014
9,109
4,073
5,279
5,135
2,941
7,516
5,074
3,477
3,899
3,708
2,872
3,821
10,404
6,243
13,028
7,607
10,485
F-52
1,895
2,582
1,817
717
1,052
756
4,210
4,216
3,553
2,413
6,627
7,154
3,500
4,146
9,244
4,141
5,383
5,233
3,050
7,604
5,193
3,641
4,021
3,759
2,949
3,893
10,480
6,314
13,046
7,615
10,499
2,167
3,284
3,230
1,058
1,605
841
5,824
5,811
3,983
3,385
7,293
8,182
4,248
4,849
691
8/29/2007
1,041
8/29/2007
725
320
455
360
824
922
820
522
8/29/2007
8/29/2007
8/29/2007
9/28/2007
7/29/2015
7/29/2015
3/29/2016
8/17/2016
1,097
7/17/2017
1,447
10/19/2017
630
737
10/19/2017
10/19/2017
11,117
1,505
10/19/2017
4,688
6,882
5,996
3,650
8,960
6,105
4,211
4,940
4,279
3,714
4,579
11,007
7,287
15,515
8,982
12,044
715
937
760
527
10/19/2017
10/19/2017
10/19/2017
10/19/2017
1,256
10/19/2017
774
660
582
432
353
381
727
180
199
62
82
10/19/2017
10/19/2017
5/21/2018
1/4/2019
1/4/2019
1/4/2019
7/24/2019
4/13/2021
8/19/2021
10/21/2021
10/21/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Atlanta-Sandy Springs-Roswell(3)
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Augusta-Richmond County
Columbus(3)
Macon
Macon
Macon
Nonmetropolitan Area
Savannah
Savannah
Savannah
Savannah
Savannah
Savannah(3)
Valdosta
Valdosta
Atlanta-Sandy Springs-Roswell
Iowa City
Iowa City
Iowa City
Coeur d Alene
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
IA
IA
IA
ID
494
84
205
1,424
875
1,277
1,848
833
774
848
735
642
862
169
180
595
1,347
599
1,741
409
811
1,280
642
597
1,321
1,443
1,052
1,340
2,255
628
868
494
84
205
1,424
875
1,277
1,848
833
774
848
735
642
862
169
180
595
1,347
599
1,741
409
811
1,280
642
597
1,321
1,443
1,052
1,340
2,255
628
868
294
235
230
177
124
157
114
66
13
15
11
6
12
189
70
10
10
96
483
78
222
144
53
196
52
58
127
14
12
11
31
2,215
539
686
10,439
6,231
7,494
8,897
3,208
3,130
4,714
5,895
4,004
6,613
342
840
4,432
7,440
3,714
1,160
1,335
1,181
7,211
3,135
762
3,320
5,059
7,102
5,871
15,014
4,501
5,011
F-53
2,509
774
916
3,003
858
1,121
934
322
365
9/28/2007
8/29/2007
8/29/2007
10,616
12,040
1,049
2/5/2019
6,354
7,650
9,012
3,274
3,143
4,728
5,906
4,010
6,626
531
910
4,441
7,449
3,810
1,643
1,411
1,404
7,354
3,187
957
3,371
5,116
7,229
5,885
7,229
8,927
10,860
4,107
3,917
5,576
6,641
4,652
7,488
700
1,090
5,036
8,796
4,409
3,384
1,820
2,215
8,634
3,829
1,554
4,692
6,559
8,281
7,225
15,027
17,282
4,511
5,042
5,139
5,910
605
797
315
129
103
143
64
46
33
199
344
50
159
347
556
628
664
769
251
383
364
127
5/28/2019
5/28/2019
2/9/2021
2/9/2021
2/19/2021
4/22/2021
9/30/2021
9/30/2021
11/30/2021
5/1/2009
9/28/2007
9/30/2021
9/30/2021
8/30/2019
8/29/2007
1/31/2014
6/25/2014
5/15/2019
1/7/2020
9/28/2007
1/1/2019
3/31/2021
1,050
10/19/2017
33
84
25
11/9/2021
11/9/2021
11/9/2021
209
12/23/2020
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Coeur d Alene
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Chicago-Naperville-Elgin
Chicago-Naperville-Elgin
Chicago-Naperville-Elgin
Chicago-Naperville-Elgin
Chicago-Naperville-Elgin
Chicago-Naperville-Elgin
St. Louis
St. Louis
St. Louis
St. Louis
Evansville
Evansville
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
ID
ID
ID
ID
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
401
1,133
362
413
1,535
1,519
2,151
842
1,037
2,226
225
179
226
174
1,855
1,348
855
815
688
626
1,118
614
619
689
609
532
433
688
575
522
528
27
34
26
37
13
3
12
23
22
2
203
365
262
278
9
8
49
30
54
84
401
1,133
362
418
1,535
1,519
2,151
842
1,037
2,226
225
179
226
174
1,855
1,348
855
815
688
626
301
1,118
60
25
54
46
46
29
57
86
48
40
614
619
689
609
532
433
688
575
522
528
1,005
5,634
2,523
2,114
6,041
8,367
10,359
6,635
9,682
9,175
4,394
5,154
3,088
3,338
4,819
5,562
7,273
3,844
3,845
4,049
4,444
5,487
2,140
6,944
3,172
5,441
5,817
5,413
5,168
5,366
2,877
F-54
1,032
5,668
2,550
2,151
6,054
8,371
10,372
6,658
9,703
9,177
4,597
5,520
3,350
3,616
4,828
5,570
7,321
3,875
3,899
4,133
4,744
5,547
2,165
6,998
3,219
5,488
5,845
5,469
5,253
5,414
2,917
1,433
6,801
2,912
2,569
7,589
9,890
12,523
7,500
10,740
11,403
4,822
5,699
3,576
3,790
6,683
6,918
8,176
4,690
4,587
4,759
5,862
6,161
2,784
7,687
3,828
6,020
6,278
6,157
5,828
5,936
3,445
57
12/23/2020
784
284
216
215
212
340
113
87
15
4/1/2019
6/24/2019
6/24/2019
2/8/2021
3/30/2021
4/16/2021
7/26/2021
10/12/2021
12/3/2021
806
8/28/2017
1,007
8/28/2017
678
663
89
68
8/28/2017
9/25/2017
9/30/2021
9/30/2021
1,521
2/16/2016
996
2/16/2016
1,013
2/16/2016
940
2/25/2016
1,430
1,117
2/25/2016
2/25/2016
643
11/10/2016
1,254
11/10/2016
798
978
993
11/10/2016
11/10/2016
11/10/2016
1,130
11/10/2016
1,020
11/10/2016
982
606
11/10/2016
10/19/2017
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Indianapolis-Carmel-Anderson
Indianapolis-Carmel-Anderson
Louisville/Jefferson County
Louisville/Jefferson County
Kansas City
Kansas City
Kansas City
Kansas City
Kansas City
Kansas City
Kansas City
Kansas City
Kansas City(3)
Topeka
Topeka
Wichita
Wichita
Wichita
Wichita
Wichita
Wichita
Wichita
Wichita
Wichita
Wichita(3)
Wichita(3)
Wichita(3)
Elizabethtown-Fort Knox
Louisville/Jefferson County
Louisville/Jefferson County
Louisville/Jefferson County
IN
IN
IN
IN
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KY
KY
KY
KY
1,257
954
462
1,545
816
975
719
640
533
499
724
1,244
521
884
1,259
630
430
655
393
1,353
989
370
898
934
1,156
721
443
1,324
2,174
1,012
2,255
1,257
954
462
1,545
816
975
719
640
533
499
724
1,244
521
884
1,259
630
430
655
393
1,353
989
1,351
898
934
1,156
721
443
1,324
2,174
1,012
2,255
48
11
8
3
151
249
182
221
169
180
209
2
212
8
2
154
81
135
163
276
319
3,878
8
11
188
177
98
22
51
4
3
6,694
3,752
3,696
5,535
5,432
6,967
5,143
3,367
3,138
4,041
4,245
8,929
5,168
4,021
5,713
7,264
1,740
1,831
3,950
2,241
2,824
623
4,012
3,985
5,662
3,395
3,635
5,122
3,667
4,411
9,737
F-55
6,742
3,762
3,704
5,538
5,583
7,217
5,326
3,589
3,307
4,221
4,453
8,930
5,380
4,029
5,716
7,418
1,822
1,967
4,113
2,516
3,143
4,501
4,020
3,996
5,849
3,573
3,732
5,144
3,717
4,415
9,740
7,999
4,716
4,166
7,083
6,399
8,192
6,045
4,229
3,840
4,720
5,177
10,174
5,901
4,913
6,975
8,048
2,252
2,622
4,506
3,869
4,132
5,852
4,918
4,930
7,005
4,294
4,175
6,468
5,891
5,427
1,170
10/19/2017
91
50
14
8/9/2021
9/2/2021
12/17/2021
1,012
10/19/2017
1,379
10/19/2017
879
558
483
642
611
117
787
45
49
900
285
331
617
517
177
146
43
44
924
580
554
110
942
105
10/19/2017
5/31/2018
5/31/2018
5/31/2018
5/31/2018
8/31/2021
3/1/2018
10/21/2021
10/21/2021
3/1/2018
3/1/2018
5/31/2018
5/31/2018
8/28/2018
12/30/2020
12/30/2020
10/21/2021
10/21/2021
3/1/2018
3/1/2018
3/1/2018
8/5/2021
5/1/2015
5/19/2021
11,995
21
12/17/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Louisville/Jefferson County
Alexandria
Baton Rouge
Baton Rouge
Baton Rouge
Baton Rouge
Hammond
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie
New Orleans-Metairie(4)
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
Shreveport-Bossier City
KY
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
LA
2,037
177
386
1,098
1,203
755
470
1,287
1,076
1,274
994
607
819
327
852
633
682
773
742
96
971
964
772
479
475
645
654
906
492
701
499
2,037
177
386
1,098
1,203
755
470
1,287
1,076
1,274
994
607
819
327
852
633
682
773
742
96
1,549
964
772
479
475
645
654
906
492
701
499
3
8
136
636
312
349
15
181
75
(722)
73
299
295
88
53
39
476
56
31
51
172
106
135
81
103
70
82
74
8
6
7
14,078
501
1,744
5,208
3,156
2,702
5,359
6,235
6,677
1,987
8,548
9,211
4,291
4,423
4,138
870
4,790
7,056
3,278
3,615
3,474
3,573
2,906
1,439
854
2,004
3,589
3,618
2,549
4,694
1,638
F-56
14,081
16,118
509
1,880
5,844
3,469
3,050
5,374
6,415
6,752
1,264
8,621
9,510
4,586
4,512
4,191
909
5,266
7,111
3,308
3,665
5,056
3,679
3,042
1,521
957
2,073
3,672
3,692
2,557
4,700
1,644
686
2,266
6,942
4,672
3,805
5,844
7,702
7,828
2,538
9,615
10,117
5,405
4,839
5,043
1,542
5,948
7,884
4,050
3,761
6,605
4,643
3,814
2,000
1,432
2,718
4,326
4,598
3,049
5,401
2,143
33
7
12/17/2021
9/30/2021
431
4/12/2016
1,405
4/12/2016
863
738
7/21/2016
7/21/2016
25
11/12/2021
1,364
1,610
254
724
834
572
424
441
182
625
612
424
359
1,131
1,125
925
486
372
598
586
646
31
52
20
4/12/2016
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
1/10/2019
9/18/2019
5/5/2015
5/5/2015
5/5/2015
5/5/2015
5/5/2015
10/19/2017
10/19/2017
10/19/2017
9/30/2021
9/30/2021
9/30/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Shreveport-Bossier City(4)
Boston-Cambridge-Newton
Boston-Cambridge-Newton
Providence-Warwick
Springfield
Springfield
Springfield
Worchester
Baltimore-Columbia-Towson
California-Lexington Park
California-Lexington Park
California-Lexington Park
California-Lexington Park
Washington-Arlington-Alexandria
Washington-Arlington-Alexandria
Washington-Arlington-Alexandria
Minneapolis-St. Paul-Bloomington
Minneapolis-St. Paul-Bloomington
Minneapolis-St. Paul-Bloomington
Kansas City
Kansas City
Kansas City
Manchester-Kansas City
St. Louis
St. Louis
St. Louis
St. Louis
St. Louis
St. Louis
St. Louis
Gulfport-Biloxi-Pascagoula
LA
MA
MA
MA
MA
MA
MA
MA
MD
MD
MD
MD
MD
MD
MD
MD
MN
MN
MN
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MS
—
696
3,077
1,017
1,036
891
1,708
414
2,219
965
550
827
1,225
717
1,104
1,524
840
1,310
1,379
541
461
341
1,103
352
163
354
1,675
634
1,012
1,247
645
—
696
3,077
1,017
3,011
891
1,708
414
2,219
965
550
827
1,225
717
1,104
1,524
840
1,310
1,379
541
461
341
1,103
352
163
354
1,675
634
1,012
1,247
645
113
92
1
80
13,468
139
22
111
19
149
140
160
17
93
65
92
14
10
5
276
214
252
3
324
59
388
433
152
149
28
320
5,113
5,830
20,617
7,353
5,131
4,944
17,294
4,122
8,271
6,738
2,409
4,936
9,776
3,303
6,147
18,070
2,913
5,301
6,151
4,874
5,341
3,748
7,079
7,100
1,025
4,034
10,606
3,886
3,328
11,431
2,413
F-57
5,227
5,922
20,617
7,433
18,599
5,083
17,316
4,233
8,290
6,887
2,549
5,096
9,793
3,396
6,212
5,227
6,618
23,694
8,450
21,610
5,974
19,024
4,647
10,509
7,852
3,099
5,923
11,018
4,113
7,316
18,162
19,686
2,927
5,311
6,155
5,150
5,556
4,000
7,082
7,423
1,084
4,421
3,767
6,621
7,534
5,691
6,017
4,341
8,185
7,775
1,247
4,775
709
529
83
279
555
460
77
728
500
10/19/2017
1/16/2020
11/3/2021
2/9/2021
9/17/2019
9/17/2019
11/3/2021
6/30/2017
6/30/2020
1,359
7/31/2017
580
873
165
509
129
309
124
195
35
806
779
592
9/6/2017
2/16/2018
8/16/2021
1/3/2019
7/21/2021
7/21/2021
12/29/2020
1/22/2021
11/4/2021
5/31/2018
5/31/2018
5/31/2018
9
12/28/2021
1,389
8/28/2017
215
770
8/28/2017
8/28/2017
11,040
12,715
1,657
9/26/2018
4,038
3,477
11,459
2,733
4,672
4,489
12,706
3,378
304
316
413
934
12/18/2019
12/18/2019
12/29/2020
4/12/2016
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Memphis
Nonmetropolitan Area(3)
Nonmetropolitan Area(3)
Manchester-Billings
Charlotte-Concord-Gastonia
Charlotte-Concord-Gastonia(3)
Charlotte-Concord-Gastonia(3)
Charlotte-Concord-Gastonia(3)
Durham-Chapel Hill
Durham-Chapel Hill
Durham-Chapel Hill
Durham-Chapel Hill(3)
Fayetteville
Fayetteville
Fayetteville
Fayetteville
Fayetteville(3)
Fayetteville(3)
Fayetteville(3)
Greensboro-High Point
Greenville
Jacksonville
Jacksonville
Jacksonville
Jacksonville
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area(3)
Raleigh
MS
MS
MS
MT
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
404
224
382
1,476
1,871
1,108
2,301
1,862
390
1,024
1,711
663
636
1,319
772
1,276
151
1,195
830
873
1,597
1,265
921
1,365
1,180
530
667
2,093
173
689
396
404
224
382
1,476
1,871
1,108
2,301
1,862
390
1,024
1,711
663
636
1,319
772
1,276
151
1,195
830
873
1,597
1,265
921
1,365
1,180
530
667
2,093
173
689
396
28
162
208
4
139
298
292
115
280
470
143
320
1,712
58
71
75
497
26
117
317
5
315
11
14
11
23
22
167
39
53
259
2,779
1,052
803
6,656
4,174
3,935
4,458
3,297
1,025
1,383
4,180
2,743
2,169
3,444
3,406
4,527
5,392
2,072
3,710
769
6,008
2,123
5,415
9,707
3,435
2,394
2,066
2,045
2,193
3,153
1,700
F-58
2,806
1,213
1,011
6,660
4,313
4,232
4,750
3,412
1,305
1,853
4,322
3,063
3,881
3,502
3,476
4,602
5,889
2,098
3,827
1,086
6,013
2,438
5,426
9,720
3,446
2,417
2,087
2,212
2,232
3,206
1,960
3,210
1,437
1,393
8,136
6,184
5,340
7,051
5,274
1,695
2,877
6,033
3,726
4,517
4,821
4,248
5,878
6,040
3,293
4,657
1,959
7,610
3,703
6,347
11,085
4,626
2,947
2,754
4,305
2,405
3,895
2,356
37
403
347
9/22/2021
5/1/2009
5/1/2009
15
12/30/2021
1,107
1,065
1,368
1,038
532
693
997
1,155
1,411
928
849
5/1/2015
5/4/2015
5/4/2015
9/2/2015
8/29/2007
9/28/2007
5/1/2015
9/28/2007
8/29/2007
10/10/2013
10/10/2013
1,062
12/20/2013
2,167
9/28/2007
494
755
449
10/1/2015
10/1/2015
8/29/2007
41
11/16/2021
880
66
101
47
651
597
573
447
831
764
5/1/2015
9/30/2021
9/30/2021
9/30/2021
12/11/2014
12/11/2014
8/4/2017
7/17/2018
5/6/2015
8/29/2007
Table of Contents
Raleigh
Raleigh
Raleigh
Raleigh(3)
Raleigh(3)
Wilmington
Wilmington
Wilmington
Wilmington
Wilmington
Wilmington
Wilmington
Wilmington(3)
Winston-Salem
Boston-Cambridge-Newton
Boston-Cambridge-Newton
Boston-Cambridge-Newton
Boston-Cambridge-Newton
Boston-Cambridge-Newton
Manchester-Nashua
Manchester-Nashua
Manchester-Nashua
Manchester-Nashua
Manchester-Nashua
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
New York-Newark-Jersey City
New York-Newark-Jersey City
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NH
NJ
NJ
393
907
3,154
1,578
1,075
1,283
1,881
1,720
2,021
3,083
1,398
3,050
860
362
1,488
899
1,597
1,445
1,263
1,786
1,395
1,013
1,609
2,738
632
197
1,528
2,053
1,344
742
831
393
907
3,154
1,578
1,075
1,141
1,881
1,720
2,021
3,083
1,398
3,050
860
362
1,488
899
1,597
1,445
1,263
1,786
1,395
1,013
1,609
2,738
632
197
1,528
2,053
1,348
742
831
266
202
11
157
54
349
105
147
142
135
—
2
107
106
140
67
128
4,927
123
102
52
96
2
6
490
111
72
56
187
27
70
1,190
2,913
13,124
4,678
6,716
1,747
4,618
9,032
8,136
12,487
3,007
12,841
828
529
7,300
3,863
3,138
2,957
5,098
6,100
5,573
3,756
22,446
6,474
1,040
901
2,686
5,425
4,872
3,810
6,318
F-59
1,456
3,116
1,849
4,023
564
8/29/2007
1,156
8/29/2007
13,134
16,288
160
9/13/2021
4,836
6,770
2,096
4,723
9,180
8,278
12,623
3,007
12,844
936
635
7,440
3,930
3,266
7,883
5,221
6,202
5,625
3,852
6,414
7,845
3,237
6,604
10,900
10,299
15,706
4,405
15,894
1,796
997
8,928
4,829
4,863
9,328
6,484
7,988
7,020
4,865
22,449
24,058
6,479
1,530
1,013
2,758
5,481
5,059
3,838
6,387
9,217
2,162
1,210
4,286
7,534
6,407
4,580
7,218
1,101
5/4/2015
240
792
12/22/2020
8/29/2007
1,131
5/1/2015
947
932
11/7/2018
11/7/2018
1,207
11/7/2018
20
21
359
255
11/23/2021
12/20/2021
9/28/2007
8/29/2007
2,194
7/1/2014
862
818
974
177
1,307
1,101
146
30
15
595
438
799
9/22/2015
2/22/2016
2/22/2016
3/4/2021
2/22/2016
2/22/2016
2/8/2021
12/27/2021
12/29/2021
6/24/2013
6/24/2013
2/22/2016
1,101
6/15/2017
646
623
911
3/8/2019
3/1/2019
3/1/2019
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
New York-Newark-Jersey City
New York-Newark-Jersey City
Vineland-Bridgeton
Albuquerque
Albuquerque
Albuquerque
Albuquerque
Albuquerque
Albuquerque
Carson City
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Las Vegas-Henderson-Paradise
Reno
New York-Newark-Jersey City
Canton-Massillon
Canton-Massillon
Cincinnati
Cincinnati
Cincinnati
Cincinnati
Cleveland-Elyria
NJ
NJ
NJ
NM
NM
NM
NM
NM
NM
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
NV
NY
OH
OH
OH
OH
OH
OH
OH
1,449
870
180
1,089
854
1,247
2,448
2,386
1,122
985
1,169
389
794
1,757
1,121
2,160
2,362
2,157
1,296
828
3,864
1,047
1,141
1,191
83
292
2,059
449
940
1,210
169
1,449
870
180
1,089
854
2,291
2,448
2,386
1,122
1,003
1,169
389
794
1,757
1,121
2,160
2,362
2,157
1,296
828
3,976
1,047
1,141
1,191
83
292
2,059
449
940
1,210
169
523
110
279
242
121
1,974
181
133
2
445
263
291
463
84
261
297
199
123
236
355
1,115
383
5
20
53
131
71
9
10
3
60
7,560
9,354
5,831
2,845
3,436
2,753
11,065
7,658
13,265
1,438
3,616
2,850
1,406
4,223
1,510
4,544
8,445
2,753
8,039
2,030
2,870
7,413
6,947
11,389
2,911
2,107
11,660
3,681
3,193
10,345
2,702
F-60
8,084
9,464
6,110
3,087
3,558
4,727
11,245
7,790
13,267
1,883
3,880
3,140
1,869
4,308
1,771
4,841
8,645
2,875
8,274
2,386
3,985
7,796
6,952
9,533
10,334
6,290
4,176
4,412
7,018
13,693
10,176
14,389
2,886
5,049
3,529
2,663
6,065
2,892
7,001
761
278
743
955
756
401
888
754
3/20/2020
5/20/2021
4/15/2019
8/31/2016
9/19/2016
3/21/2019
5/20/2019
5/20/2019
18
12/15/2021
401
12/13/2018
1,786
12/23/2013
1,023
734
4/1/2014
7/1/2014
1,015
9/20/2016
527
879
9/20/2016
11/17/2016
11,007
1,216
8/15/2017
5,032
9,570
3,214
7,961
8,843
8,093
11,408
12,599
2,963
2,238
3,046
2,530
580
8/15/2017
1,113
8/15/2017
537
8/29/2017
1,106
1,124
75
417
622
937
8/29/2017
4/11/2018
9/30/2021
12/22/2020
11/10/2016
11/10/2016
11,730
13,789
1,625
9/6/2018
3,689
3,203
10,348
2,762
4,138
4,143
11,558
2,931
106
5/20/2021
79
17
7/19/2021
12/2/2021
552
11/10/2016
Table of Contents
Cleveland-Elyria
Cleveland-Elyria
Cleveland-Elyria
Cleveland-Elyria
Mount Vernon
Springfield
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Oklahoma City
Tulsa
Tulsa
Tulsa
Tulsa
Tulsa
Tulsa
Tulsa
Tulsa
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
OH
OH
OH
OH
OH
OH
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
Ok
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
OK
193
490
845
842
373
398
388
213
561
349
466
144
168
220
376
337
814
590
205
701
888
591
1,771
548
764
1,305
940
59
426
250
492
193
490
845
842
373
398
388
213
561
349
466
144
168
220
376
337
814
590
205
701
888
591
1,771
548
764
1,305
940
59
426
250
492
49
34
42
42
7
12
259
123
641
631
130
237
307
145
70
114
1,266
1,827
605
17
29
11
46
113
457
187
385
402
300
296
202
3,323
1,050
4,916
2,044
3,270
2,307
3,142
1,383
2,355
2,368
2,544
1,576
1,696
1,606
1,460
2,788
3,161
1,502
1,772
4,926
4,310
1,413
4,973
1,892
1,386
2,533
2,196
466
1,424
667
1,343
F-61
3,371
1,084
4,958
2,087
3,277
2,319
3,401
1,506
2,996
3,000
2,674
1,814
2,003
1,750
1,529
2,902
4,428
3,328
2,377
4,942
4,339
1,424
5,019
2,005
1,843
2,720
2,581
868
1,724
963
1,545
3,564
1,574
5,803
2,929
3,650
2,717
3,789
1,719
3,557
3,349
3,140
1,958
2,171
1,970
1,905
3,239
5,242
3,918
2,582
5,643
5,227
2,015
6,790
2,553
2,607
4,025
3,521
927
2,150
1,213
2,037
604
347
11/10/2016
11/10/2016
1,032
11/10/2016
694
11/10/2016
39
26
9/24/2021
9/24/2021
1,314
5/29/2007
586
5/29/2007
1,286
1,296
1,029
750
811
689
573
1,102
1,428
1,181
969
864
170
5/29/2007
5/29/2007
5/29/2007
5/29/2007
5/29/2007
5/30/2007
5/30/2007
5/30/2007
5/30/2007
8/29/2007
5/1/2009
9/1/2016
12/29/2020
73
12/30/2020
245
758
760
1,044
1,027
370
730
368
541
12/31/2020
8/29/2007
8/29/2007
8/29/2007
8/29/2007
8/29/2007
8/29/2007
8/29/2007
4/1/2008
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Tulsa
Tulsa
Tulsa(3)
Tulsa(3)
Tulsa(3)
Oklahoma City
Oklahoma City
Oklahoma City
Bend-Redmond
Bend-Redmond
Bend-Redmond
Bend-Redmond
Bend-Redmond
Bend-Redmond
Bend-Redmond
Bend-Redmond(3)
Bend-Redmond(3)
Corvallis
Eugene
Eugene
Eugene
Eugene
Eugene(3)
Eugene(3)
Nonmetropolitan Area(3)
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
OK
OK
OK
OK
OK
OK
OK
OK
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
505
466
944
892
1,103
1,082
736
1,135
295
1,692
690
722
800
2,688
1,297
571
397
382
710
842
728
1,601
414
1,149
474
427
997
1,108
658
851
1,704
788
159
114
32
558
30
23
44
96
83
856
16
24
111
—
89
190
50
181
60
262
176
18
169
194
43
22
33
91
31
505
466
944
892
1,103
1,082
736
1,135
295
1,692
690
722
800
2,688
1,297
571
397
382
710
842
728
1,601
414
1,149
474
427
997
1,108
658
851
258
1,708
1,346
1,270
2,085
2,421
4,431
4,218
2,925
3,759
1,369
2,410
1,983
2,151
2,836
10,731
15,292
1,917
1,180
1,465
1,539
1,674
3,230
2,686
1,990
2,061
1,789
1,648
1,874
2,100
4,572
2,063
2,313
F-62
2,134
1,429
2,200
2,453
4,989
4,249
2,948
3,803
1,466
2,493
2,839
2,167
2,860
2,639
1,895
3,144
3,345
6,092
5,331
3,684
4,938
1,761
4,185
3,529
2,889
3,660
960
539
769
871
4/1/2008
4/1/2008
2/14/2008
2/14/2008
2,581
6/10/2013
900
757
847
567
1,198
892
714
939
1/1/2016
1/1/2016
1/1/2016
4/1/2013
4/1/2013
5/1/2014
5/1/2014
5/1/2014
10,842
15,291
13,530
16,588
2,319
4/15/2016
19
12/15/2021
2,006
1,370
1,514
1,720
1,735
3,492
2,862
2,007
2,231
1,984
1,690
1,897
2,133
4,663
2,093
2,572
2,577
1,767
1,896
2,430
2,577
4,220
4,463
2,421
3,380
2,458
2,117
2,894
3,241
5,321
2,944
4,280
643
675
603
653
721
887
6/10/2013
6/10/2013
12/30/2013
4/1/2013
4/1/2013
12/30/2013
1,361
4/1/2014
566
716
666
503
565
683
420
623
980
6/10/2013
6/10/2013
6/10/2013
8/27/2014
12/1/2014
12/5/2014
1/31/2020
4/1/2013
4/1/2013
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
1,254
2,808
1,015
1,496
954
1,627
2,509
787
1,703
738
1,690
1,200
401
1,160
1,435
1,478
1,402
3,538
1,501
1,746
1,014
2,202
1,764
2,670
410
1,258
2,334
860
771
2,002
1,048
1,254
2,808
1,015
1,496
954
1,627
2,509
787
1,703
738
1,690
1,200
401
1,160
1,435
1,478
1,402
3,398
1,501
1,746
1,014
2,202
1,764
2,670
410
1,258
2,339
860
771
2,002
1,048
70
62
20
333
142
156
359
89
48
26
245
409
123
45
24
16
56
31
32
43
45
311
31
102
185
12
67
5
6
250
45
2,787
4,437
2,184
3,372
3,026
2,388
4,200
1,915
4,729
2,483
2,995
9,531
3,718
3,291
4,342
4,127
3,196
4,938
3,136
3,393
3,017
3,477
7,360
8,709
622
6,298
7,726
3,740
4,121
14,445
3,549
F-63
2,857
4,498
2,204
3,705
3,168
2,545
4,560
2,004
4,776
2,508
3,240
9,940
3,841
3,335
4,365
4,143
3,252
4,011
3,168
3,436
3,062
3,788
7,391
8,811
808
6,311
7,792
3,746
4,128
14,695
3,594
4,111
7,306
3,219
5,201
4,122
4,172
7,069
2,791
6,479
3,246
4,930
11,140
4,242
4,495
5,800
5,621
4,654
7,409
4,669
5,182
4,076
5,990
9,155
11,481
1,218
7,569
10,131
4,606
4,899
16,697
4,642
850
1,544
674
4/1/2013
4/1/2013
4/1/2013
1,019
6/24/2013
824
768
6/24/2013
6/24/2013
1,354
12/30/2013
598
12/30/2013
1,302
675
713
3,728
1,175
4/1/2014
4/1/2014
4/1/2014
5/30/2014
5/30/2014
989
6/30/2014
1,296
1,220
6/30/2014
6/30/2014
912
6/30/2014
1,181
6/30/2014
933
6/30/2014
1,047
8/27/2014
969
8/27/2014
1,207
10/20/2014
1,923
12/16/2014
1,537
8/10/2015
242
950
7/14/2016
11/21/2016
1,470
12/6/2016
610
558
1/11/2017
11/15/2017
2,400
12/14/2017
590
8/16/2018
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro(3)
Portland-Vancouver-Hillsboro(3)
Portland-Vancouver-Hillsboro(3)
Portland-Vancouver-Hillsboro(3)
Portland-Vancouver-Hillsboro(3)
Salem
Salem
Salem
Salem
Salem
Salem
Salem
East Stroudsburg
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Philadelphia-Camden-Wilmington
Pittsburgh
Pittsburgh
York-Hanover
York-Hanover
York-Hanover
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
OR
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
857
1,982
1,325
937
1,077
1,072
2,217
1,334
996
1,405
492
472
408
1,709
1,082
633
2,292
1,393
712
599
520
671
7,791
15,574
13,631
13,238
3,008
2,629
3,766
2,324
2,525
2,650
1,248
2,880
2,221
6,225
8,359
7,340
5,653
6,642
3,821
4,712
2,135
5,098
1,706
11,180
550
910
625
836
612
586
413
1,269
2,405
1,697
7,377
4,185
1,395
3,266
7,456
5,025
F-64
—
—
—
—
232
162
80
256
193
443
490
4
62
1,258
18
—
121
26
21
36
19
18
54
—
8
228
84
107
24
—
13
857
1,982
1,325
937
1,077
1,072
2,217
1,334
996
1,405
660
472
408
2,053
1,082
633
2,292
1,393
712
599
520
671
7,792
15,573
13,630
13,238
3,241
2,792
3,846
2,580
2,717
3,094
1,738
2,885
2,282
7,483
8,376
7,340
5,773
6,667
3,842
4,748
2,154
5,116
8,649
17,555
14,955
14,175
4,318
3,864
6,063
3,914
3,713
4,499
2,398
3,357
2,690
9,536
9,458
7,973
8,065
8,060
4,554
5,347
2,674
5,787
1,706
11,234
12,940
550
910
625
836
612
586
413
1,269
2,405
1,704
7,605
4,269
1,503
3,289
7,456
5,037
2,955
2,614
8,230
5,105
2,115
3,875
7,869
6,306
222
1/29/2021
20
17
16
929
894
12/15/2021
12/15/2021
12/15/2021
6/10/2013
6/10/2013
1,083
6/10/2013
856
879
6/10/2013
6/10/2013
1,309
4/1/2014
415
307
306
402
150
4/20/2016
10/24/2018
2/1/2019
4/24/2020
7/15/2021
14
12/15/2021
154
873
547
456
249
291
613
5/18/2021
3/1/2019
3/1/2019
3/1/2019
3/1/2019
7/14/2020
9/16/2020
5
5
12/28/2021
12/28/2021
824
133
65
546
172
4/15/2019
3/11/2021
3/31/2021
3/1/2019
7/16/2021
52
11/10/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
York-Hanover
York-Hanover
Ponce
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
San Juan-Carolina-Caguas
Augusta-Richmond County
Charlotte-Concord-Gastonia
Greenville-Anderson-Mauldin
Greenville-Anderson-Mauldin
Spartanburg
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
PA
PA
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
PR
SC
SC
SC
SC
SC
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
854
1,055
745
1,095
1,205
1,266
356
573
227
374
556
398
1,450
1,621
1,640
408
1,692
924
82
92
535
717
1,286
1,463
911
1,053
851
1,922
1,250
2,249
665
854
1,055
745
1,095
1,205
1,266
356
573
227
374
556
398
1,450
1,621
1,640
408
1,692
924
82
92
535
717
1,286
1,463
911
1,053
851
1,922
1,250
2,249
665
3
1
35
68
89
100
93
403
55
101
238
95
76
76
282
79
1
97
194
203
67
12
4
4
8
12
11
17
8
—
2
2,588
1,904
4,813
8,073
9,967
15,805
1,892
2,373
13,811
21,717
15,631
8,235
35,981
25,741
30,698
10,877
10,244
3,086
838
976
1,934
4,259
7,627
6,355
4,088
4,984
2,822
9,663
4,244
5,535
12,075
F-65
2,591
1,905
4,848
8,141
10,056
15,905
1,985
2,776
13,866
21,819
15,869
8,330
36,058
25,817
30,981
10,957
10,244
3,182
1,032
1,179
2,002
4,271
7,631
6,359
4,096
4,997
2,834
9,680
4,253
5,535
3,445
2,960
5,593
9,236
11,261
17,171
2,341
3,349
14,093
22,193
16,425
8,728
37,508
27,438
32,621
11,365
11,936
4,106
1,114
1,271
2,537
4,988
8,917
7,822
5,007
6,050
3,685
11,602
5,503
7,784
12,077
12,742
5
5
12/21/2021
12/29/2021
747
968
1,039
1,399
309
457
249
390
288
194
661
564
671
238
47
791
402
469
547
38
61
63
32
43
30
79
50
41
16
9/6/2018
9/6/2018
9/6/2018
9/6/2018
9/6/2018
9/6/2018
4/7/2021
4/7/2021
4/7/2021
4/7/2021
4/7/2021
4/7/2021
4/7/2021
4/7/2021
11/9/2021
5/4/2015
8/29/2007
8/29/2007
11/12/2015
10/20/2021
10/20/2021
10/20/2021
10/20/2021
10/20/2021
10/20/2021
10/20/2021
10/20/2021
11/30/2021
12/21/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Memphis
Memphis
Nashville-Davidson-Murfreesboro-
Franklin
Amarillo
Amarillo
Amarillo
Amarillo
Amarillo
Amarillo
Amarillo(3)
Amarillo(3)
Amarillo(3)
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Austin-Round Rock
Beaumont-Port Arthur
Beaumont-Port Arthur
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
TN
TN
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
533
1,168
1,303
1,129
794
1,051
1,761
1,357
1,206
80
78
147
937
1,395
768
936
1,783
605
1,014
2,022
1,243
956
1,143
1,495
841
435
845
639
386
1,577
920
533
1,168
1,303
1,129
794
1,051
1,761
1,357
1,206
80
78
147
937
1,395
768
695
1,783
605
1,014
2,022
1,243
956
1,143
1,495
841
435
845
639
386
1,577
920
980
—
28
11
11
61
8,745
8
10
114
166
159
115
44
368
216
136
45
41
225
25
44
38
22
12
10
254
669
396
114
44
8,943
6,438
3,668
5,861
7,231
6,729
4,828
9,020
10,978
877
697
810
5,319
2,790
1,923
6,446
17,579
8,703
7,645
6,547
8,266
5,929
4,357
9,343
4,585
3,449
2,364
1,674
2,798
7,825
4,040
F-66
9,923
6,438
3,696
5,871
7,242
6,791
13,572
9,028
10,988
991
863
969
5,434
2,834
2,291
6,663
10,456
7,606
4,999
7,000
8,036
7,842
15,333
10,385
12,194
1,071
941
1,116
6,371
4,229
3,059
7,358
17,715
19,498
9,353
8,699
8,795
9,535
6,930
5,538
8,748
7,685
6,773
8,292
5,974
4,395
9,365
4,597
3,459
2,617
2,343
3,194
7,939
4,084
466
12/17/2020
13
12/15/2021
101
5/24/2021
49
48
52
10/21/2021
10/21/2021
10/21/2021
107
10/21/2021
78
76
348
326
342
1,385
1,049
747
883
1,878
759
253
273
255
70
63
10/21/2021
10/21/2021
5/1/2009
5/1/2009
5/1/2009
6/24/2013
6/24/2013
10/29/2014
10/19/2017
6/7/2019
6/7/2019
12/29/2020
12/29/2020
12/29/2020
9/16/2021
9/16/2021
10,860
124
9/30/2021
5,438
3,894
3,462
2,982
3,580
9,516
5,004
66
30
640
580
723
511
271
9/30/2021
9/30/2021
9/4/2014
9/4/2014
5/2/2016
1/23/2020
1/23/2020
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
Brownsville-Harlingen
College Station-Bryan
College Station-Bryan
College Station-Bryan
College Station-Bryan
College Station-Bryan
College Station-Bryan
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Corpus Christi
Dallas-Fort Worth-Arlington
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
958
721
677
896
320
1,203
981
1,008
1,308
490
445
618
551
295
51
110
62
623
1,121
1,811
796
862
686
747
1,195
1,226
1,610
921
1,168
471
164
958
721
677
896
320
1,203
981
1,008
1,308
490
449
618
551
295
51
110
62
623
1,121
1,811
796
862
686
747
1,195
1,226
1,610
921
1,168
471
164
94
81
94
75
58
85
96
101
267
53
212
143
282
187
81
195
26
52
39
85
66
84
76
1
1
1
1
—
1
1
54
7,665
5,605
4,220
5,990
1,612
6,005
4,851
5,968
7,426
3,163
1,804
2,512
349
988
123
372
208
4,995
7,318
7,912
4,572
5,791
3,903
7,233
7,404
24,192
10,786
13,071
17,077
2,985
865
F-67
7,759
5,686
4,315
6,065
1,669
6,089
4,947
6,070
7,693
3,216
2,017
2,655
631
1,176
204
568
234
5,047
7,358
7,997
4,638
5,876
3,979
7,234
7,406
24,192
10,787
13,072
17,078
2,986
919
8,717
6,407
4,992
6,961
1,989
7,292
5,928
7,078
9,001
3,706
2,466
3,273
1,182
1,471
255
678
296
5,670
8,479
9,808
5,434
6,738
4,665
7,981
8,601
25,418
12,397
13,993
18,246
3,457
1,083
585
371
266
348
123
380
311
429
498
230
104
983
290
417
92
193
87
150
66
86
40
50
35
12
13
32
25
18
23
5
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
10/16/2020
8/29/2007
8/29/2007
4/1/2008
4/1/2008
4/1/2008
4/1/2008
1/28/2021
10/21/2021
10/21/2021
10/21/2021
10/21/2021
10/21/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
351
8/29/2007
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington
Dallas-Fort Worth-Arlington(3)
Dallas-Fort Worth-Arlington(3)
El Paso
El Paso
El Paso
El Paso
El Paso
Houston-The Woodlands-Sugar Land
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
155
98
264
1,388
1,859
379
1,397
3,587
649
396
1,263
1,421
710
421
3,034
1,482
1,059
1,240
1,293
1,132
933
981
1,353
376
338
338
94
1,209
1,361
1,340
698
155
98
264
1,388
1,859
379
1,397
3,587
649
396
1,263
1,421
710
401
3,034
1,482
1,059
1,240
1,293
1,132
933
981
1,353
383
338
338
94
1,209
1,361
1,340
698
56
222
166
225
181
168
121
543
195
432
322
568
147
195
105
18
25
13
9
9
—
—
2
138
112
47
172
15
15
15
299
105
282
106
4,195
5,293
2,212
5,250
10,098
1,637
1,411
3,346
2,349
3,578
2,668
5,862
11,485
5,335
5,539
7,277
6,370
5,930
5,095
10,048
803
681
1,275
400
6,802
6,403
7,197
2,648
F-68
161
504
272
4,420
5,475
2,380
5,371
316
602
536
5,808
7,334
2,759
6,768
10,641
14,228
1,832
1,843
3,668
2,917
3,723
2,863
5,968
2,481
2,239
4,931
4,338
4,433
3,264
9,002
11,503
12,985
5,360
5,552
7,285
6,379
5,930
5,095
6,419
6,792
8,578
7,511
6,863
6,076
10,050
11,403
941
793
1,321
573
6,817
6,417
7,212
2,948
1,324
1,131
1,659
667
8,026
7,778
8,552
3,646
74
230
149
1,194
1,487
9/28/2007
9/28/2007
9/28/2007
6/24/2013
7/25/2013
909
7/25/2013
1,403
1,881
843
758
7/25/2013
7/25/2013
7/25/2013
4/29/2015
1,163
10/19/2015
919
774
547
321
168
95
104
80
74
26
26
45
391
304
495
233
63
54
58
6/1/2016
10/19/2017
10/19/2017
12/8/2020
8/16/2021
8/20/2021
8/20/2021
9/16/2021
9/30/2021
11/30/2021
11/30/2021
11/30/2021
9/28/2007
9/28/2007
8/29/2007
8/29/2007
10/21/2021
10/21/2021
10/21/2021
798
7/20/2015
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
1,042
1,426
826
649
291
539
4,004
2,959
799
687
295
2,613
2,545
2,163
4,719
1,430
1,582
695
773
2,523
498
1,328
1,541
1,175
1,521
1,252
1,694
1,242
2,274
1,918
2,060
1,042
1,426
826
649
598
539
4,004
2,959
799
687
295
2,613
2,545
2,163
4,719
1,430
1,582
695
773
2,523
498
1,328
1,541
1,175
1,521
1,252
1,694
1,242
2,274
1,918
2,060
3,061
2,910
3,683
4,077
4,980
2,664
4,991
5,875
4,769
3,668
2,403
10,645
9,051
7,364
9,290
5,283
7,451
4,464
5,394
538
285
258
95
91
16
111
80
75
92
64
38
57
70
82
45
33
28
20
11,383
562
2
6
6
9
3
4
9
6
3
12
11
8,174
7,937
6,241
2,421
8,522
10,789
6,743
7,364
4,927
7,639
9,330
F-69
3,599
3,194
3,942
4,172
5,071
2,680
5,101
5,955
4,844
3,761
2,467
10,683
9,108
7,434
9,373
5,329
7,484
4,491
5,413
4,641
4,620
4,768
4,821
5,669
3,219
9,105
8,914
5,643
4,448
2,762
13,296
11,653
9,597
14,092
6,759
9,066
5,186
6,186
11,945
14,468
8,175
7,943
6,247
2,430
8,525
10,794
6,752
7,369
4,930
7,651
9,341
8,673
9,271
7,788
3,605
10,046
12,046
8,446
8,611
7,204
9,569
11,401
1,021
1/22/2016
702
796
779
439
272
838
694
470
420
231
380
337
307
334
212
272
162
223
364
100
83
67
36
90
6/13/2017
1/4/2018
1/4/2018
5/7/2019
6/7/2019
6/7/2019
6/7/2019
6/7/2019
6/7/2019
6/7/2019
12/29/2020
12/29/2020
12/29/2020
12/29/2020
12/29/2020
12/29/2020
12/31/2020
1/26/2021
3/30/2021
9/16/2021
9/16/2021
9/16/2021
9/16/2021
9/16/2021
102
9/16/2021
91
75
59
94
9/30/2021
9/30/2021
9/30/2021
9/30/2021
104
9/30/2021
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Houston-The Woodlands-Sugar Land
Killeen-Temple
Killeen-Temple
Killeen-Temple
Killeen-Temple
Killeen-Temple
Livingston
Longview
Longview
Longview(3)
Longview(3)
Longview(3)
Lubbock
Lubbock
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
979
2,417
1,149
1,367
1,632
1,489
1,687
1,549
2,350
1,471
1,592
203
1,128
721
3,068
1,500
368
2,466
907
651
104
310
1,642
1,285
1,217
1,972
1,295
3,079
1,017
803
2,249
979
2,417
1,149
1,367
1,632
1,489
1,687
1,549
2,350
1,471
1,592
203
1,128
721
3,068
1,500
368
2,466
907
651
104
310
1,642
1,285
1,243
1,972
1,295
3,087
1,017
803
2,249
7
—
8
2
1
1
—
—
—
—
—
268
251
69
19
39
8
253
2
109
171
213
12
14
336
144
158
167
109
144
88
4,953
11,612
12,955
11,405
8,689
14,991
6,854
9,063
11,795
13,018
10,301
4,065
6,149
4,166
7,659
8,514
6,938
3,559
6,668
671
489
966
7,190
9,630
2,738
4,517
3,929
7,574
3,261
2,914
4,966
F-70
4,959
11,612
12,964
11,407
8,690
14,992
6,854
9,063
11,795
13,019
10,301
4,333
6,400
4,235
7,677
8,554
6,946
3,812
6,670
780
659
1,178
7,202
9,644
3,074
4,661
4,086
7,741
3,370
3,058
5,055
5,938
14,029
14,113
12,774
10,322
16,481
8,541
10,612
14,145
14,490
11,893
4,536
7,528
4,956
10,745
10,054
7,314
6,278
7,577
1,431
763
1,488
8,844
10,929
4,317
6,633
5,381
10,828
4,387
3,861
7,304
50
59
52
42
14
21
12
14
19
18
15
737
1,139
10/21/2021
11/17/2021
11/30/2021
11/30/2021
12/16/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
12/17/2021
2/2/2017
8/8/2017
328
12/13/2019
99
92
78
9/30/2021
9/30/2021
9/16/2021
1,062
6/19/2014
11
12/20/2021
276
227
403
69
69
1,226
1,464
1,256
2,565
1,018
766
1,637
5/1/2009
5/1/2009
5/1/2009
10/21/2021
10/21/2021
7/31/2014
9/4/2014
9/4/2014
9/4/2014
9/4/2014
9/4/2014
9/4/2014
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
McAllen–Edinburg–Mission
Midland
Midland(3)
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Nonmetropolitan Area
Odessa(3)
San Angelo(3)
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
1,118
627
965
863
378
654
675
625
829
227
620
787
1,461
664
1,746
691
959
184
652
242
931
168
381
614
715
275
715
576
747
656
1,550
129
1,118
82
68
59
38
50
35
72
85
72
32
56
76
35
10
175
60
11
15
17
13
136
128
118
220
518
106
81
84
17
113
627
965
863
378
654
675
625
829
227
620
787
1,461
664
1,746
691
959
184
652
242
931
168
381
614
715
275
715
576
747
656
1,550
3,568
4,400
4,526
6,582
3,485
3,966
4,701
4,372
6,809
1,199
4,093
3,753
6,659
5,228
8,920
1,588
1,640
1,627
15,943
2,004
6,580
561
986
2,640
4,566
4,893
4,222
2,754
3,198
2,496
8,173
F-71
3,697
4,481
4,594
6,640
3,524
4,016
4,736
4,445
6,894
1,271
4,124
3,809
6,735
5,263
8,930
1,762
1,701
1,637
4,815
5,108
5,559
7,503
3,902
4,670
5,411
5,070
7,723
1,498
4,744
4,596
8,196
5,927
10,676
2,453
2,660
1,821
15,958
16,610
2,021
6,593
697
1,113
2,757
4,786
5,411
4,328
2,835
3,281
2,512
8,286
2,263
7,524
865
1,494
3,371
5,501
5,686
5,043
3,411
4,028
3,168
9,836
977
266
333
468
214
261
291
272
399
91
299
244
238
59
80
602
512
23
211
30
48
248
370
928
815
444
361
204
230
160
519
9/4/2014
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
12/10/2020
9/30/2021
10/21/2021
5/1/2009
6/25/2014
9/16/2021
9/16/2021
9/16/2021
10/21/2021
5/1/2009
5/1/2009
4/1/2014
10/19/2017
6/7/2019
1/23/2020
1/23/2020
1/23/2020
1/23/2020
1/23/2020
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
San Antonio-New Braunfels
Victoria
Victoria
Wichita Falls
Wichita Falls
Provo-Orem
Danville
Lynchburg
Washington-Arlington-Alexandria
Longview
Nonmetropolitan Area(3)
Nonmetropolitan Area(3)
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro
Portland-Vancouver-Hillsboro(3)
Seattle-Tacoma-Bellevue
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
UT
VA
VA
VA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
WA
1,014
974
3,683
2,470
2,243
1,021
1,350
1,202
757
830
2,146
1,063
883
1,417
1,516
448
810
998
421
1,903
935
478
2,023
1,105
1,870
422
1,111
1,362
1,088
923
770
1,014
974
3,683
2,470
2,243
1,021
1,350
1,202
757
830
2,146
1,063
883
1,417
1,516
449
810
998
421
1,903
935
478
2,023
1,105
1,870
422
1,111
1,362
1,088
923
770
77
122
5
—
23
3
10
1
1
15
4,482
2
2
67
83
45
20
133
12
10
18
192
60
27
12
14
—
171
—
16
71
4,809
8,545
4,394
9,927
7,963
9,062
4,793
20,311
8,276
1,945
2,236
2,468
5,553
2,744
12,633
2,356
1,530
1,862
2,313
2,239
2,045
2,158
3,484
2,121
4,632
2,271
10,432
9,627
8,656
2,821
3,203
F-72
4,887
8,666
4,399
9,926
7,985
9,064
4,803
20,312
8,277
1,959
6,719
2,470
5,555
2,811
5,901
9,640
8,082
12,396
10,228
10,085
6,153
21,514
9,034
2,789
8,865
3,533
6,438
4,228
321
265
234
114
106
88
63
27
11
95
86
6
62
1/23/2020
12/29/2020
12/31/2020
9/16/2021
9/29/2021
9/29/2021
9/30/2021
12/17/2021
12/17/2021
2/16/2021
5/25/2021
12/20/2021
9/30/2021
107
4/30/2021
12,715
14,231
1,724
7/21/2017
2,401
1,551
1,995
2,326
2,249
2,063
2,351
3,543
2,147
4,644
2,285
10,432
9,797
8,656
2,837
3,274
2,850
2,361
2,993
2,747
4,152
2,998
2,829
5,566
3,252
6,514
2,707
11,543
11,159
9,744
3,760
4,044
603
799
963
677
793
591
738
9/3/2015
6/10/2013
6/10/2013
4/1/2013
4/1/2013
4/1/2014
4/1/2014
1,193
8/27/2014
637
936
334
180
98
15
10/3/2014
1/11/2017
3/29/2018
7/28/2021
9/30/2021
12/15/2021
798
6/10/2013
1,104
4/1/2014
Table of Contents
Location
Initial Cost to Company
Gross Carrying Amount at Year-End
MSA(1)
State/
Territory
Land
Buildings and
Improvements
Subsequent
Additions
Land
Buildings and
Improvements
Total(2)
Accumulated
Depreciation
Date
Acquired
Seattle-Tacoma-Bellevue
Spokane-Spokane Valley
Spokane-Spokane Valley
Minneapolis-St. Paul-Bloomington
Laramie
Total
WA
WA
WA
WI
WY
1,438
1,463
841
940
743
3,280
10,075
3,039
4,385
4,881
77
79
18
6
—
1,438
1,463
841
940
743
3,356
10,154
3,058
4,391
4,882
4,794
11,617
3,899
5,331
5,625
1,099
9/18/2014
422
123
94
38
12/23/2020
12/23/2020
8/11/2021
11/10/2021
$ 1,022,720 $
4,589,743 $ 179,573 $ 1,028,431 $
4,769,757 $ 5,798,188 $
578,717
(1) Refers to metropolitan statistical area (MSA) as defined by the U.S. Census Bureau.
(2) The aggregate cost of land and depreciable property for Federal income tax purposes was approximately $5.2 billion (unaudited) at December 31, 2021.
(3) As of December 31, 2021, 93 of our self storage properties were encumbered by an aggregate of $303.9 million of debt financing.
(4) Property subject to a long-term lease agreement.
Note: The Company only owns one class of real estate, which is self storage properties. The estimated useful lives of the individual assets that comprise buildings and improvements
range from 3 years to 40 years. The category for buildings and improvements in the table above includes furniture and equipment.
F-73
Table of Contents
NATIONAL STORAGE AFFILIATES TRUST
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2021, 2020 and 2019
(in thousands)
Self Storage properties:
Balance at beginning of year
Acquisitions and improvements
Reclassification from assets held for sale
Write-off of fully depreciated assets and other
Dispositions
Reclassification to assets held for sale
Balance at end of year
Accumulated depreciation:
Balance at beginning of year
Depreciation expense
Write-off of fully depreciated assets and other
Dispositions
Assets held for sale
Balance at end of year
2021
2020
2019
$
3,639,192 $
3,091,719 $
2,159,856
547,667
—
(860)
—
—
—
(194)
—
—
2,637,723
458,132
—
—
(4,136)
—
$
$
5,798,188 $
3,639,192 $
3,091,719
443,623 $
337,822 $
135,147
105,866
(53)
—
—
(65)
—
—
246,261
92,177
—
(616)
—
$
578,717 $
443,623 $
337,822
F-74
CORPORATE INFORMATION
CORPORATE INFORMATION
CORPORATE INFORMATION
CORPORATE INFORMATION
BOARD OF TRUSTEES
ARLEN D. NORDHAGEN
Executive Chairman of the Board of Trustees
TAMARA D. FISCHER
President and Chief Executive Offi cer
PAUL W. HYLBERT, JR.
Lead Independent Trustee
GEORGE L. CHAPMAN
REBECCA L. STEINFORT
CHAD L. MEISINGER
MARK VAN MOURICK
STEVEN G. OSGOOD
J. TIMOTHY WARREN
DOMINIC M. PALAZZO
CHARLES F. WU
EXECUTIVE OFFICERS
DAVID G. CRAMER
Executive Vice President and Chief Operating Offi cer
BRANDON S. TOGASHI
Executive Vice President and Chief Financial Offi cer
CORPORATE HEADQUARTERS
NATIONAL STORAGE AFFILIATES TRUST
8400 East Prentice Avenue, 9th Floor
Greenwood Village, Colorado 80111
720.630.2600
www.nationalstorageaffiliates.com
SHAREHOLDER/OP
UNITHOLDER SERVICES
BROADRIDGE CORPORATE
ISSUER SOLUTIONS, INC.
P.O. Box 1342
Brentwood, New York 11717
Toll-free: 855.449.0975
International: 720.378.5970
Email: shareholder@broadridge.com
STOCK EXCHANGE LISTING
NYSE: NSA
INDEPENDENT AUDITORS
KPMG LLP
Denver, Colorado
ADDITIONAL COPIES OF THE NATIONAL STORAGE
AFFILIATES TRUST (THE “COMPANY”) ANNUAL REPORT
on Form 10-K for the year ended December 31, 2021
as fi led with the U.S. Securities and Exchange Commission, may
be obtained by writing to the Company’s corporate headquarters,
Attention: Investor Relations Department.
Electronic copies are also available on the Company’s website at
www.nationalstorageaffiliates.com.
THE ANNUAL MEETING OF SHAREHOLDERS
will be held May 23, 2022 beginning at 9:00 a.m.
Mountain Daylight Time (MDT). The meeting will be held
via a virtual meeting live webcast at:
www.virtualshareholdermeeting.com/NSA2022
THE CODE OF BUSINESS CONDUCT AND ETHICS
OF NATIONAL STORAGE AFFILIATES TRUST
is available on its website at
www.nationalstorageaffiliates.com.
A printed copy may be obtained by writing to the Company’s
corporate headquarters, Attention: Investor Relations Department.
FORWARD LOOKING STATEMENTS
Certain statements contained in this 2021 Annual Report constitute
forward-looking statements as such term is defi ned in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and such statements
are intended to be covered by the safe harbor provided by the
same. Forward-looking statements are subject to substantial risks
and uncertainties, many of which are diffi cult to predict and are
generally beyond the Company’s control. These forward-looking
statements include information about possible or assumed future
results of the Company’s business, fi nancial condition, liquidity, results
of operations, plans and objectives. Changes in any circumstances may
cause the Company’s actual results to differ signifi cantly from those
expressed in any forward-looking statement. When used in this document,
the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,”
“intend,” “should,” “may” or similar expressions are intended to identify
forward-looking statements. Statements regarding the following subjects,
among others, may be forward-looking: market trends in the Company’s
industry, interest rates, the debt and lending markets or the general
economy; the Company’s business and investment strategy; and the
acquisition of properties, including the timing of acquisitions. For a
further list and description of such risks and uncertainties, see the
Company’s Annual Report on Form 10-K fi led with the Securities and
Exchange Commission on February 25, 2022 and the other reports
fi led by the Company with the Securities and Exchange Commission.
The forward-looking statements, and other risks, uncertainties and factors
are based on the Company’s beliefs, assumptions and expectations of its
future performance, taking into account all information currently available
to the Company. Forward-looking statements are not predictions of future
events. The Company disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
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ATTRACTIVE GROWTH ACROSS THE BOARD
ATTRACTIVE GROWTH ACROSS THE BOARD
ATTRACTIVE GROWTH ACROSS THE BOARD
ATTRACTIVE GROWTH ACROSS THE BOARD
ATTRACTIVE GROWTH ACROSS THE BOARD
5-YEAR TOTAL RETURN PERFORMANCE1
% OF NSA PROPERTIES
$400
$350
$300
$250
$200
$150
$100
$50
e
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a
V
x
e
d
n
I
$0
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
12/31/21
>10%
5–10%
2–5%
<2%
National
Storage
Affi liates Trust
S&P 500
Index
NAREIT All
Equity REIT
Index
Russell 2000
Index
MSCI US
REIT Index
MULTI-FACETED
ACQUISITION STRATEGY
GROWTH IN CORE FFO
PER SHARE2 AND DIVIDEND PER SHARE
$0.70
$0.60
$0.50
$0.40
$0.30
$0.20
$0.10
$0.00
$0.70
$0.60
$0.50
$0.40
$0.30
$0.20
$0.10
$0.00
1,200
1,000
800
600
400
200
0
s
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i
t
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p
o
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P
f
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2013 2014 2015 2016 2017 2018 2019 2020 2021
5
1
-
2
Q
5
1
-
4
Q
6
1
-
2
Q
6
1
-
4
Q
7
1
-
2
Q
7
1
-
4
Q
8
1
-
2
Q
8
1
-
4
Q
9
1
-
2
Q
9
1
-
4
Q
0
2
-
2
Q
0
2
-
4
Q
1
2
-
2
Q
1
2
-
4
Q
At
Formation
Captive
3rd Party New PROs
Joint Ventures
Core FFO/Share
Dividend/Share
1. Assumes $100.00 invested on December 31, 2016, with dividends reinvested. The Performance Graph will not be deemed to be incorporated by reference into any fi ling by NSA under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifi cally incorporates the same by reference.
2. The table above contains a non-GAAP fi nancial measure, Core FFO per share, which is defi ned in our most recent Annual Report on Form 10-K fi led with the Securities and Exchange
Commission (“SEC”). Core FFO per share is presented because our management believes it helps investors understand our business, performance and ability to earn and distribute cash
to our shareholders by providing perspectives not immediately apparent from earnings per share (loss). It is frequently used by securities analysts, investors and other interested parties.
The presentation of Core FFO per share herein is not intended to be considered in isolation or as a substitute for, or superior to, the fi nancial information prepared and presented in
accordance with GAAP and should not be considered as an alternative measure of liquidity. In addition, our defi nition and method of calculating this measure may be different from
those used by other companies, and, accordingly, may not be comparable to similar measures as defi ned and calculated by other companies that do not use the same methodology as
us. Reconciliations of Core FFO per share to its most directly comparable GAAP measure for the three months ended March 31 in each annual period from 2016 through 2021 and
the three months ended June 30, September 30 and December 31 in each annual period from 2015 through 2021 are publicly available on the SEC’s website as Exhibit 99.1 on Current
Reports on Form 8-K pursuant to Item 2.02, which the Company has furnished to the SEC for each applicable quarter end referenced above.
O U R C O R E V A L U E S
ACCOUNTABILITY
HUMILITY
N
A
T
I
O
N
A
L
S
T
O
R
A
G
E
A
F
F
I
L
I
A
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|
2
0
2
1
A
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N
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A
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R
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P
O
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T
M U L
T
I
-
F A C E
T
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GROWTH STRATEGY
COMPASSION
INTEGRITY
2 0 2 1 A N N U A L R E P O R T
N AT I O N A L S TO R AG E A F F I L I AT E S .C O M