PEOPLE
PROCESS
PLATFORM
PEOPLE. PROCESS. PL ATFORM.
D R I V I N G G R O W T H
A N N U A L R E P O R T 2 0 2 2
W W W . N A T I O N A L S T O R A G E A F F I L I A T E S . C O M
DEAR FELLOW
SHAREHOLDERS
2022 was another year of tremendous
growth for NSA.
We started the year with the benefit of continued
strength of customer demand and rising rental
rates which drove robust internal growth. We
complemented that internal growth with a strong
volume of acquisitions, once again demonstrating our
multi-faceted growth strategy that has and will
continue to drive long-term value for our shareholders.
OUR RESULTS FOR 2022 INCLUDE:
Passing the Torch. I transitioned to CEO at the
beginning of 2020, just in time to navigate NSA through
the uncharted waters that the COVID pandemic brought
to us. No one could have imagined that the uncertainty
of 2020 would lead to the best two years the self storage
sector - including NSA - has ever experienced in terms of
growth in both same-store NOI and core FFO per share.
I’m proud of our accomplishments over these past three
years which include: average annual growth in same-
store NOI of 12.3%, average annual growth in core FFO
per share of 22.5%, growth in our quarterly dividend
per share of 67% from the fourth quarter of 2019 to the
fourth quarter of 2022, and growing our total store count
by 47%. I’m happy to continue the evolution of NSA as
I transition into the role of Executive Chair and pass the
torch to Dave Cramer, who assumed the role of President
and CEO, effective April 1, 2023. I look forward to NSA’s
continued success under Dave’s leadership.
12.1%
Same store
revenue growth
14.9%
Same store net
operating income
(NOI) growth
SUN BELT MARKET EXPOSURE
Acquisition volume of
$783
MILLION
(INCLUDES $214
MILLION IN
JOINT VENTURES)
Core FFO per share
growth of
24.3%
With these strong results, it’s not surprising we were able
to continue to grow our dividend with two quarterly
increases in 2022, driving growth in dividends paid
during the year by 35%, and continuing our track
record of significant annual dividend growth since our
IPO in 2015.
We remain well-positioned to benefit from the
opportunities that our sector, our structure and our
portfolio provide. Moving into 2023, operating trends
are following more normal seasonal patterns while the
economic backdrop is dynamic. The self storage sector
has proven itself recession resilient through various
economic cycles and the fragmented ownership
characteristics of the sector provide for continued
consolidation opportunities over the long term. Our
Participating Regional Operator (PRO) structure
affords us local expertise, deep industry relationships
enhancing our ability to source acquisitions, and
access to portfolios of assets that otherwise are not for
sale. Further, our portfolio, which is concentrated in Sun
Belt, secondary and suburban markets, benefits from in-
migration and a favorable population growth outlook.
66%
Of properties in
the Sun Belt
SECONDARY MARKET EXPOSURE
64%
Of revenues from
outside the top
20 MSAs
WHAT TO EXPECT FROM NSA IN 2023?
A Focus on People, Processes and Platforms.
Over the past three years NSA has grown its total
portfolio by 47% to over 1,100 properties at the end of
2022 from 748 properties at the end of 2019. In 2023,
we will focus on harvesting the embedded growth
in our portfolio, facilitated by having the right people,
processes and platforms in place to succeed. We
have been actively investing in enhancing our data
warehouse, property management systems, revenue
management and customer acquisition processes
and platforms to position us for this next phase
of growth. We are excited to unlock the upside
potential in our existing portfolio.
We kicked off 2023 with an accretive event - the
retirement of Move It Self Storage, one of our PROs
concentrated in Texas and the southeast.
The retirement of Move It, the third of our PROs to
make this decision, was effective on January 1, 2023.
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 2023, demonstrating yet another benefit of the
PRO structure to NSA shareholders. Following the
retirement of Move It, approximately 72% of our
properties, including joint ventures, are managed
by our corporate platform, with the remaining 28%
managed by our PROs.
The self storage industry has proven its strength and
resilience across cycles, and NSA’s track record of
success gives us confidence in our ability to continue
delivering attractive growth over the long-term. In the
near-term, however, following two unprecedented years
of growth, we expect a continued return to seasonality
and a return to levels of internal growth more consistent
with the long-term, pre-pandemic sector average
revenue growth of approximately 4%. Further, given
macroeconomic headwinds and the challenging,
volatile capital markets environment, we anticipate
external growth in 2023 to be muted, and we expect
continued upward pressure in interest expense this year.
Combined, these factors will constrain core FFO per
share growth in 2023. Nonetheless, we remind you that
the self storage sector has proven itself to be recession
resilient and NSA has the right team and the right
structure to weather the challenges. We believe the self
storage sector is still a great place to be invested over
the long-term.
As we navigate the challenges that lie ahead, 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 continued efforts in delivering another
year of great performance, our Board of Trustees for
their valued counsel, and you, our investors, for your
continued support.
PEOPLE.
PROCESS.
PLATFORM.
DRIVING INTERNAL GROWTH
TAMARA D. FISCHER
Executive Chair
DAVID G. CRAMER
Chief Executive Officer
SEAMLESS & ENHANCED
CUSTOMER EXPERIENCE
TAMARA D. FISCHER & DAVID G. CRAMER
DELIVERING NOI & MEETING
CUSTOMER NEEDS
LEVERAGE DATA
TO BUILD
SOPHISTICATED
STRATEGIES
OPERATIONAL
EXCELLENCE
ESG INITIATIVES
ENVIRONMENTAL
Over 910 of our properties, or approximately 83% of our portfolio
benefit from LED lighting, which reduces energy consumption and
lowers our utility costs.
In 2022, NSA committed to donate the equivalent of over 1.5 million
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 fight against hunger.
Approximately 62% of our 1,155 employees are women and
approximately 33% self-identified as racially or ethnically diverse. In
2022 we launched a women’s leadership forum for our corporate
mid-level and senior female leaders.
NSA provides effective, efficient, and engaging learning solutions
that help our employees train for today, learn for tomorrow, and
develop for the future.
Our ESG steering committee was formed in 2019 and reports to
the CNCG committee of the Board of Trustees. 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.
CHARITABLE
INITIATIVES
DIVERSITY &
INCLUSION
EMPLOYEE
DEVELOPMENT
CORPORATE
GOVERNANCE
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, 2022
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 ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant's executive officers during the relevant recovery
period pursuant to § 240.10D-1(b). ☐
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 $4.6 billion as of
June 30, 2022. As of February 24, 2023, 89,908,948 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, 2022
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
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18
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65
Item
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
10.
11.
12.
13.
14.
15.
16.
3
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.
Statements regarding the following subjects, among others, may be forward-looking:
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market trends in our industry, interest rates, inflation, 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;
impacts from highly infectious or contagious diseases, including unfavorable changes to economic
conditions that could adversely affect occupancy levels, rental rates, expenses and the ability of the
Company's tenants to pay rent;
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;
4
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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, 2022, we held
ownership interests in and operated a geographically diversified portfolio of 1,101 self storage properties, located in
42 states and Puerto Rico, comprising approximately 71.8 million rentable square feet, configured in approximately
564,000 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."
5
Our executive chairman of the board of trustees and former chief executive officer, Arlen D. Nordhagen, co-
founded SecurCare Self Storage, Inc. ("SecurCare"), 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.
As of December 31, 2022, our PROs managed 385 of our properties. We believe that our structure creates the
right financial incentives to align the interest of our PROs with those of our public shareholders. 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, which includes our PRO structure and property management platform,
has significant potential for continued external and internal growth. We seek to further expand our national platform
by continuing to recruit additional established self storage operators to act as future PROs, pursuing strategic off-
market acquisitions, 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.
At the time of our formation, we contemplated that PROs would seek to retire over time, allowing us to
internalize the management of such PROs' managed portfolios into our full service internally staffed property
management platform, which was initially developed to manage the properties owned by our unconsolidated real
estate ventures. Internalization allows us to grow this platform by hiring former PRO employees to continue
managing the same portfolios under the same local brands. With each retirement event, we acquire the PRO brand
name and related intellectual property and discontinue paying the PRO supervisory and administrative fees and
reimbursements. As of January 1, 2023, we have completed three retirement events: SecurCare effective March 31,
2020, Kevin Howard Real Estate, Inc., d/b/a Northwest Self Storage and its controlled affiliates ("Northwest")
effective January 1, 2022 and Move It Self Storage and its controlled affiliates ("Move It") effective January 1,
2023.
6
As a result of Move It's retirement, effective January 1, 2023, management of our 72 properties in the Move It
managed portfolio was transferred to us and the Move It brand name and related intellectual property was
internalized by us. In addition, we will no longer pay supervisory and administrative fees and reimbursements to
Move It and on January 1, 2023, we issued a notice of non-voluntary conversion to cause all subordinated
performance units related to Move It's managed portfolio to convert into OP units. As part of the internalization, a
majority of Move It's employees were offered and provided employment by us to continue managing Move It's
portfolio of properties as members of our existing property management platform.
As a result of Northwest's retirement, effective 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 and reimbursements to
Northwest. Most of Northwest's employees were hired by us 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, SecurCare
and Northwest brands and, commencing on January 1, 2023, our Move It brand. As of December 31, 2022, our
property management platform managed and controlled 531 of our consolidated properties and 185 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.
Our PROs
The Company had nine PROs as of December 31, 2022: 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 Uplift Development Group (formerly known as 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 continue internalizing our PROs and may brand or co-brand
each location as part of NSA.
•
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 84 of our properties located in Arizona, California,
Massachusetts, Nevada, New Hampshire, New Mexico, Texas and Utah as of December 31, 2022. 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 was based in Dallas, Texas, was 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, 2022. Effective January 1, 2023, upon the
retirement of Move It as a PRO, the Company acquired the Move It brand and internalized the management
of the properties formerly managed by Move It.
•
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, 2022. Guardian is led by John Minar, who has nearly 40 years
of self storage acquisition, rehabilitation, ownership, operations and development experience.
7
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•
Southern, which is based in Palm Beach Gardens, Florida, is one of our PROs responsible for covering
portions of Arizona, New Mexico and the southeast region, including New Orleans, the Florida Panhandle,
southern Georgia and Puerto Rico. Southern managed 48 of our properties in Arizona, Louisiana, the
Florida Panhandle, New Mexico, southern Georgia, and Puerto Rico as of December 31, 2022. 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 Uplift
Development Group (formerly known as 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 41 of our properties in Alabama, Arkansas, Colorado,
Florida, Georgia, Indiana, Kansas, Kentucky, Minnesota, Montana, North Carolina, Texas, Wisconsin and
Wyoming as of December 31, 2022. 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.
• 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 38 of our properties in Connecticut, Iowa, Maryland,
Massachusetts, New Jersey, New York and Pennsylvania as of December 31, 2022. 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 25 of our properties in western Florida as of December 31, 2022. 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, 2022. 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,
2022. 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.
8
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, 2022, we owned a geographically
diversified portfolio of 916 self storage properties, located in 39 states and Puerto Rico, comprising approximately
58.3 million rentable square feet, configured in approximately 453,000 storage units. Of these properties, 301 were
acquired by us from our PROs, 614 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, 2022, we acquired 45 consolidated self storage properties, of which five
were acquired by us from our PROs and 40 were acquired by us from third-party sellers. The following is a
summary of our 2022 consolidated acquisition activity (dollars in thousands):
State
2022 Acquisitions:
Georgia
Florida
Pennsylvania
New Mexico
South Carolina
Texas
Arkansas
Colorado
Other(1)
Total
Number of
Properties
Number of
Units
Rentable
Square Feet
Fair Value
11
7
5
4
4
4
2
2
6
45
5,737
3,604
2,818
1,559
2,391
2,491
1,206
671
4,492
24,969
813,287 $
460,574
374,654
229,454
314,063
320,287
196,925
107,328
396,477
3,213,049 $
158,134
104,350
65,078
20,162
71,338
29,790
16,897
14,106
89,321
569,176
(1) Self storage properties in other states acquired during the year ended December 31, 2022 include Alabama, Connecticut, Minnesota,
Missouri, New York and Virginia.
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):
9
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
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
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
119,975
16,005,278 $
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.
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, 2022, 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 104 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, 2022, 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 81 properties containing
approximately 5.6 million rentable square feet, configured in approximately 47,000 storage units and located across
13 states.
10
Our Competitive Strengths
We believe our property management platform combined with our unique PRO structure 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 1,101 self storage properties, located in 42 states and Puerto Rico, comprising
approximately 71.8 million rentable square feet, configured in approximately 564,000 storage units as of
December 31, 2022. Over 70% of our consolidated portfolio is located in the top 100 MSAs, based on our 2022 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.
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.
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
properties that each manages on our 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 (our "captive pipeline") from existing operators as well as potentially create external
growth from the recruitment of additional PROs.
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.
11
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 efficient national platform, centralized
infrastructure and unique PRO structure, will enable us to achieve optimal market rents and occupancy, reduce
operating expenses and increase the sale by us and 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 of over 110 self storage properties valued at approximately $1.5 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.
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 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. We believe our PROs' networks, their industry expertise and close familiarity with the
other operators in their markets provide us with a clear competitive advantage in identifying and selecting attractive
acquisition opportunities, in many cases, before they are publicly marketed. Additionally, we have established a
corporate acquisitions team that, through relationships with our PROs and other market participants, sources
acquisition opportunities whereby the properties will be managed by our corporate property management team. We
believe our reputation as a reliable, well-capitalized buyer, along with our use of OP units as transactional currency
which offers a tax-deferred transaction to self storage owners seeking to sell their properties, gives us a competitive
advantage over self storage companies that do not have the same transactional history or currency as us.
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.
12
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 185 properties, to present a potential acquisition opportunity. This 75% third-
party share of gross real estate assets is approximately $1.6 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, 2022, 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 provided for a total borrowing commitment up to $650.0 million, under which we could 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, 2022, 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 $496.0 million of
outstanding borrowings under the Revolver, and the capacity to borrow an additional $147.8 million under the
Revolver while remaining in compliance with the credit facility's financial covenants. As of December 31, 2022, we
had an expansion option under the credit facility, which, if exercised in full, would have provided for a total credit
facility of $1.750 billion.
On January 3, 2023, we entered into a third amended and restated credit agreement which expands the total
borrowing capacity of our credit facility by $405.0 million to $1.955 billion with an expansion option to expand the
total borrowing capacity to $2.5 billion. The maturity date of the revolving line of credit is now January 2027, while
the total revolving borrowing capacity was increased to $950 million from $650 million. In connection with the
credit facility amendments the $125 million Term Loan A due January 2023 was retired, Term Loan B increased
from $250 million to $275 million, Term Loan C increased from $225 million to $325 million, Term Loan D
increased from $175 million to $275 million, and Term Loan E increased from $125 million to $130 million.
As of December 31, 2022, we had a credit agreement with a syndicated group of lenders for a term loan facility
that was set to mature in June 2023 (the "2023 Term Loan Facility") and was separate from the credit facility in an
aggregate amount of $175.0 million. As of December 31, 2022 the entire amount was outstanding under the 2023
Term Loan Facility with an effective interest rate of 2.83%. We had an expansion option under the 2023 Term Loan
Facility, which, if exercised in full, would have provided for total borrowings in an aggregate amount of $400.0
million. In connection with the amendments to recast our credit facility on January 3, 2023, we repaid the 2023
Term Loan Facility in full.
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, 2022 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 "April 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, 2022 the entire amount was outstanding under the
April 2029 Term Loan Facility with an effective interest rate of 4.27%.
13
We have a June 2029 Term Loan Facility that matures in June 2029 (the "June 2029 Term Loan Facility") and is
separate from the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, and April 2029 Term Loan
Facility in an aggregate amount of $285.0 million. As of December 31, 2022, the June 2029 Term Loan Facility had
a variable effective interest rate of 5.37%. We have an expansion option under the June 2029 Term Loan Facility,
which, if exercised in full, would provide for total borrowings in an aggregate amount up to $300.0 million.
The credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility, April 2029 Term Loan Facility and the
June 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 "August 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").
On January 28, 2022, our operating partnership issued $125.0 million of 2.96% senior unsecured notes due
November 30, 2033 (the "November 2033 Notes").
On September 28, 2022, our operating partnership issued $200.0 million of 5.06% senior unsecured notes due
November 16, 2032 (the "November 2032 Notes" and together with the 2026 Notes, 2029 Notes, August 2030
Notes, November 2030 Notes, May 2031 Notes, August 2031 Notes, November 2031 Notes, August 2032 Notes,
May 2033 Notes, November 2033 Notes and 2036 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;
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;
14
•
•
•
•
•
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.
15
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-
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. We may be required to comply with various state
privacy statutes in connection with the operation of our business.
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.
16
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
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 employees 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, 2022, approximately 62% of our employees were
women and 42% of our senior management team (Director level and above) were women, including Tamara Fischer,
our Chief Executive Officer and member of our Board of Trustees.
As of December 31, 2022, we had 1,155 employees, which includes employees of our property management
platform but does not include persons employed by our PROs. As of December 31, 2022, our PROs, collectively,
had approximately 700 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."
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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 Texas, California, Florida, Oregon, and Georgia, which accounted for approximately 19%, 14%, 9%,
8%, and 6%, respectively, of our total rental and other property-related revenues for the year ended December 31,
2022, 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 2022 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:
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business layoffs or downsizing, industry slowdowns, relocation of businesses and changing demographics;
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:
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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.
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.
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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
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.
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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,
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.
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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 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 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.
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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 on-going 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 on-going COVID-19 pandemic. New COVID-19 variants continue to emerge and have
spread locally, regionally, nationally, and globally. The severity of new variants remains uncertain and there is no
guarantee that governments and businesses in the future will not reinstate many of the more restrictive safety
protocols that were implemented at various times over the last three years. There is no assurance that current or
future variants will be contained or that the recommended safety protocols, including the use of vaccines, will
continue to be effective or available in the long term. Impact of the COVID-19, future variants thereof or other
highly infectious or contagious diseases and the response of governments to combat the spread of these disease,
could, among other things, affect our tenants ability to meet their obligations to us, impact consumer discretionary
spending, reduce new move-ins, compel complete or partial closures and operational changes at our properties,
reduce demand for growth opportunities, such as acquiring new properties or adding new PROs, and interrupt the
availability of our and our PROs' personnel. As a result, the ongoing COVID-19 pandemic and any future outbreak
of another highly infectious or contagious disease, could adversely impact our financial condition, results of
operations and cash flows.
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.
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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
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.
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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.
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.
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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
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
26
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.
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.
27
Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to
service our indebtedness, make cash distributions to our shareholders, and acquire or sell properties and our
decision to hedge against interest rate risk might not be effective.
As of December 31, 2022, we had approximately $3.6 billion of debt outstanding, of which approximately
$621.0 million, or 17.5%, is subject to variable interest rates (excluding variable-rate debt subject to interest rate
swaps). During 2022, the U.S. Federal Reserve Board (the "Federal Reserve Board) has raised interest rates from
historically low levels and has signaled an intention to continue to do so until current inflation levels re-align with
the Federal Reserve Board's long-term inflation target. To the extent the Federal Reserve Board continues to raise
interest rates, there is a risk that rates across the financial system may rise. As interest rates increase, our debt service
obligations on variable-rate debt increase even though the amount borrowed remains the same, while our net
income, cash flows, and our ability to pay cash distributions to our shareholders correspondingly decrease. In
addition, increased interest rates make the financing of any acquisition and investment activity more costly and
could decrease the amount third parties are willing to pay for any properties that we wish to sell.
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.
As of December 31, 2022, certain of our debt agreements and our interest rate swap agreements are linked to
U.S. dollar LIBOR, including certain of our 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 ("AARC"), 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. The ARRC has also recommended the use of the CME Group’s
computation of forward-looking SOFR term rates ("Term SOFR"), subject to certain recommended limitations on
the scope of its use. In March 2022, the Adjustable Interest Rate (LIBOR) Act was enacted at the federal level in the
United States, pursuant to which the Board of Governors of the Federal Reserve System has designated benchmark
replacement rates based on SOFR for U.S. law governed legacy contracts that have no or insufficient fallback
provisions. Market practices related to calculation conventions for replacement benchmark rates 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 IBA's plans to cease publishing U.S. dollar LIBOR, any related regulatory actions
and the expected discontinuance of the use of U.S. dollar LIBOR as a reference rate for financial contracts.
28
In advance of the transition date described above, we have begun amending our debt agreements and interest
rate swap agreements that utilize U.S. dollar LIBOR as a factor in determining the interest rate to transition to SOFR
and Term SOFR, including the recent amendment of our credit facility. 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 U.S. dollar 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
U.S. dollar 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.
In addition, in order to qualify as a REIT, prior to the end of the taxable year, we must also distribute any
earnings and profits of any property we acquire in certain tax-deferred transactions to the extent such earnings
accrued at a time when such corporation did not qualify as a REIT. We have entered into certain transactions
involving the tax-deferred acquisition of target corporations. We believe that we have distributed any earnings and
profits of such target corporations attributable to any period that such corporations did not qualify as a REIT.
However, no assurances can be provided in this regard, and if there is a determination that we have inherited and
retained any such earnings and profits, our qualification as a REIT could be adversely impacted.
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.
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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
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. In addition, we have entered into certain transactions in which we acquired target
entities in tax-deferred transactions. To the extent such entities had outstanding U.S. federal income tax or other tax
liabilities, we would succeed to such liabilities. 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.
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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,
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.
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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. 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. Stockholders are urged to consult with their tax advisors regarding the effects of the
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.
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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, 2022, each subordinated
performance unit would on average hypothetically convert into 1.72 OP units, or into an aggregate of approximately
21.5 million OP units. These amounts are based on historical financial information for the trailing twelve months
ended December 31, 2022. 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;
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.
33
Item 2. Properties
As of December 31, 2022, we held ownership interests in and operated a geographically diversified portfolio of
1,101 self storage properties, located in 42 states and Puerto Rico, comprising approximately 71.8 million rentable
square feet, configured in approximately 564,000 storage units. Of these properties, we consolidated 916 self storage
properties that contain approximately 58.3 million rentable square feet and we held a 25% ownership interest in 185
unconsolidated real estate venture properties that contain approximately 13.5 million rentable square feet.
The following table sets forth summary information regarding our consolidated properties by state as of
December 31, 2022.
34
State/Territory
Texas
California(1)
Georgia
Oregon
Florida
North Carolina
Arizona
Oklahoma
Louisiana(1)
Kansas
Colorado
Pennsylvania
Indiana
Washington
Alabama
New Hampshire
Nevada
Puerto Rico
Ohio
Tennessee
Missouri
Illinois
New Mexico
South Carolina
Maryland
Massachusetts
Kentucky
New Jersey
Idaho
Arkansas
Mississippi
Virginia
Minnesota
Iowa
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
196
86
71
70
64
41
33
33
31
23
22
22
21
19
15
15
14
14
13
13
12
10
10
9
8
7
5
5
5
5
4
4
4
3
3
2
1
1
1
1
916
90,141
51,347
32,814
29,230
38,339
19,882
18,196
15,296
13,842
8,568
9,489
10,367
10,993
6,635
7,851
7,120
7,090
12,404
5,501
6,064
5,291
6,383
5,504
4,218
4,564
4,842
2,788
2,738
1,446
2,650
1,180
1,776
1,201
3,103
1,181
1,676
438
424
378
310
453,260
12,602,136
6,487,571
4,465,136
3,657,604
4,256,408
2,490,362
2,098,763
2,142,607
1,718,977
1,187,718
1,197,530
1,292,539
1,441,137
871,435
1,135,159
889,101
899,003
1,341,803
729,012
777,645
678,550
718,202
718,262
540,007
493,184
522,347
412,651
351,747
271,127
401,620
152,461
221,551
193,020
414,322
140,770
172,745
59,900
56,500
59,672
46,300
58,306,584
21.6 %
11.1 %
7.7 %
6.3 %
7.3 %
4.3 %
3.6 %
3.7 %
3.0 %
2.0 %
2.1 %
2.2 %
2.5 %
1.5 %
1.9 %
1.5 %
1.5 %
2.3 %
1.3 %
1.3 %
1.2 %
1.2 %
1.2 %
0.9 %
0.8 %
0.9 %
0.7 %
0.6 %
0.5 %
0.7 %
0.3 %
0.4 %
0.3 %
0.7 %
0.2 %
0.3 %
0.1 %
0.1 %
0.1 %
0.1 %
100.0 %
90.6 %
89.4 %
87.6 %
87.2 %
89.6 %
92.1 %
87.6 %
91.9 %
88.7 %
90.9 %
88.4 %
83.2 %
88.0 %
87.5 %
78.9 %
93.1 %
87.8 %
94.4 %
87.7 %
86.5 %
86.4 %
89.7 %
90.9 %
85.5 %
80.5 %
85.0 %
82.6 %
92.1 %
93.6 %
83.9 %
87.5 %
88.2 %
85.8 %
74.2 %
84.2 %
79.1 %
90.0 %
88.6 %
89.5 %
90.0 %
88.8 %
(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."
35
The following table sets forth summary information regarding our unconsolidated real estate venture properties
by state as of December 31, 2022.
State
Florida
Michigan
New Jersey
Alabama
Ohio
California
Georgia
Texas
Other(1)
Total
Number of
Properties
Number of
Units
Rentable
Square Feet
% of Rentable
Square Feet
Period-end
Occupancy
27
25
15
14
14
12
11
11
56
185
15,052
15,952
10,526
5,519
9,378
6,642
6,132
9,160
32,608
110,969
1,710,868
2,022,498
1,226,238
825,832
1,124,322
779,402
872,108
998,046
3,909,784
13,469,098
12.7 %
15.0 %
9.1 %
6.1 %
8.3 %
5.8 %
6.5 %
7.4 %
29.1 %
100.0 %
91.3 %
88.3 %
83.6 %
88.7 %
86.8 %
90.3 %
89.4 %
90.5 %
88.6 %
88.6 %
(1) Other states in the unconsolidated real estate ventures include Arizona, Delaware, Illinois, Massachusetts, Minnesota, Mississippi, Nevada,
New York, Oklahoma, Pennsylvania, Rhode Island, Tennessee 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.
36
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, 2023, the Company had 82 record holders of its common shares. The 82 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 for U.S. federal income
tax purposes, 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.
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, 2022
has not yet been filed and consequently, the taxability information presented for our dividends paid in 2022 is based
upon management's estimate. The following table summarizes the taxability of our dividends per common share for
the year ended December 31, 2022:
Ordinary Income
Return of Capital
Total
Equity Compensation Plan Information
Year Ended
December 31, 2022
$
1.767988
0.382012
$
2.150000
82.2 %
17.8 %
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, 2022, the Company, in its capacity as general partner of its
operating partnership, caused the operating partnership to issue 13,184 common shares to satisfy redemption
requests from certain limited partners.
On October 7, 2022, the operating partnership issued 95,000 OP units to an affiliate of Hide-Away, one of the
Company's existing PROs, as partial consideration for the acquisition of a self storage property.
On October 28, 2022, the operating partnership issued 57,716 subordinated performance units to an affiliate of
Moove In, one of the Company's existing PROs, in exchange for cash.
On November 8, 2022, the operating partnership issued 64,125 subordinated performance units to an affiliate of
Moove In, one of the Company's existing PROs, in exchange for cash.
On November 8, 2022, the operating partnership issued 333,333 OP units to an unrelated third party as partial
consideration for the acquisition of a self storage property.
On February 21, 2023, the operating partnership issued 276,980 subordinated performance units to an affiliate
of Guardian, one of the Company's existing PROs, as partial consideration for the acquisition of a self storage
property.
37
Effective as of January 1, 2023, in connection with the retirement of Move It, as described above in this Form
10-K, 926,623 Series MI subordinated performance units converted into 2,545,063 OP units as a non-voluntary
conversion in connection with Move It's retirement. Of these, (i) Mr. Nordhagen, our executive chairman, received
448,047 OP units upon conversion of 163,128 Series MI subordinated performance units and (ii) Mr. Cramer, our
president and chief operating officer, received 204,943 OP units upon the conversion of 74,617 Series MI
subordinated performance units. Also, effective as of January 1, 2023, a company owned and controlled by Mark
Van Mourick, one of our trustees, received 95,036 OP units upon a voluntary conversion of 32,796 Series OV
subordinated performance units.
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, 2023, other than those OP units held by the Company, 41,482,271 OP units were
outstanding (including 665,056 outstanding Long-Term Incentive Plan Units ("LTIP units") and 2,120,491
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.
Issuer Purchases of Equity Securities
On July 11, 2022, the Company approved a share repurchase program authorizing the repurchase of up to
$400.0 million of the Company's common shares. The table below summarizes all of our repurchases of common
shares during three months ended December 31, 2022:
Period
Total number
of shares
purchased
Average Price
Paid Per Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs
Approximate
Dollar Value of
Shares that May
Yet be Purchased
under the Plans
or Programs
October 1 - October 31, 2022
November 1 - November 30, 2022
$
—
—
December 1 - December 31, 2022
1,032,251
Total/Weighted Average
1,032,251
$
—
—
38.73
38.73
— $
350,018.045
—
1,032,251
350,018,045
310,038,724
1,032,251 $
310,038,724
38
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, 2017 and ending December 31,
2022.
Period Ending
Index
National Storage Affiliates Trust
S&P 500
Russell 2000
Nareit All Equity REIT Index
101 $
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022
162
134 $
$
157
126
122
112
124
123
150 $
149
134
117
100 $
100
100
100
296 $
192
154
165
96
89
96
The foregoing item assumes $100.00 invested on December 31, 2017, 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.
39
Period EndingIndex ValueTotal Return PerformanceNational Storage Affiliates TrustS&P 500Russell 2000Nareit All Equity REIT Index12/31/1712/31/1812/31/1912/31/2012/31/2112/31/22050100150200250300350400
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 located
predominantly within the top 100 MSAs throughout the United States.
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 PROs, with those of our public shareholders by allowing our
PROs to participate alongside our shareholders in our financial performance and the performance of our PROs'
managed portfolios. This structure offers our PROs a unique opportunity to serve as regional property managers for
their managed portfolios and directly participate in the potential upside of those properties while simultaneously
diversifying their investment to include a broader portfolio of self storage properties. Over time, largely through our
unconsolidated real estate ventures and internalization of three of our largest PROs, SecurCare, Northwest and,
following January 1, 2023, Move It, we have developed a full service internally-staffed property management
platform to complement our PRO structure.
Our Structure
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, Northwest,
SecurCare and, following January 1, 2023, Move It brands. As of December 31, 2022, our property management
platform managed and controlled 531 of our consolidated properties and 185 of our unconsolidated real estate
venture properties. As of December 31, 2022, our PROs managed the day-to-day operations of 385 of our
consolidated 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.
For properties managed by our PROs, 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.
40
Our PROs
We had nine PROs as of December 31, 2022: 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.
Effective January 1, 2022, Northwest elected to retire as one of our PROs. 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.
During the year ended December 31, 2022, one of our PROs, Move It Self Storage and its controlled affiliates,
notified us of Move It's election to retire as a PRO effective January 1, 2023. As a result of the retirement, on
January 1, 2023, management of our properties in the Move It managed portfolio was transferred to us and the Move
It brand name and related intellectual property was internalized by us, and we discontinued payment of any
supervisory and administrative fees or reimbursements to Move It. In addition, on January 1, 2023, we issued a
notice of non-voluntary conversion to convert all of the subordinated performance units related to Move It's
managed portfolio into OP units. As part of the internalization, a majority of Move It's employees were offered and
provided employment by us and continue to manage Move It's portfolio of properties as members of NSA's existing
property management platform.
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. We maintain an active acquisition pipeline that we expect
will continue to drive our future growth.
As of December 31, 2022, we owned a geographically diversified portfolio of 916 self storage properties,
located in 39 states and Puerto Rico, comprising approximately 58.3 million rentable square feet, configured in
approximately 453,000 storage units. Of these properties, 301 were acquired by us from our PROs, 614 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, 2022, our 2018 Joint Venture, in which we have a 25% interest, owned and operated a
portfolio of 104 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, 2022, our 2016 Joint Venture, in which we have a 25% ownership interest, owned and
operated a portfolio of 81 properties containing approximately 5.6 million rentable square feet, configured in
approximately 47,000 storage units and located across 13 states.
41
Results of Operations
When reviewing our results of operations it is important to consider the timing of acquisition activity. We
acquired 45 self storage properties during the year ended December 31, 2022 and 229 self storage properties during
the year ended December 31, 2021. 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.
During the year ended December 31, 2022, we incurred outsized casualty-related expenses and losses due to
certain events including floods, fires, and hurricanes Fiona and Ian, which we do not consider indicative of our core
operating performance. These elevated amounts of casualty costs from these events totaled $6.4 million which is
included in other operating expenses. The Company maintains property and casualty insurance on its wholly-owned
and joint venture properties, which covers both damages and business interruption expenses subject to varying
deductibles depending on the cause and extent of the claim.
The following discussion and analysis of the results of our operations and financial condition for the year ended
December 31, 2022 compared to the year ended December 31, 2021 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, 2021 compared to the year ended December 31,
2020, 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, 2021, which was filed with the
SEC on February 25, 2022.
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, 2022 compared to the Year Ended December 31, 2021
Overview
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, 2022
compared to the year ended December 31, 2021 (dollars in thousands):
Rental revenue
Other property-related revenue
Management fees and other revenue
Total revenue
Property operating expenses
General and administrative expenses
Depreciation and amortization
Other
Total operating expenses
Other (expense) income
Interest expense
Equity in earnings of unconsolidated real estate
ventures
Acquisition costs
Non-operating (expense)
Year Ended December 31,
2021
2022
Change
$
748,814 $
25,131
27,624
801,569
211,025
59,311
233,158
8,537
512,031
541,547 $
19,750
24,374
585,671
155,265
51,001
158,312
2,853
367,431
207,267
5,381
3,250
215,898
55,760
8,310
74,846
5,684
144,600
(110,599)
(72,062)
(38,537)
7,745
(2,745)
(951)
5,294
(1,941)
(906)
2,451
(804)
(45)
42
Gain on sale of self storage properties
Other expense, net
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 attributable to common shareholders
$
Total Revenue
Year Ended December 31,
2021
2022
Change
5,466
(101,084)
188,454
(4,689)
183,765
(80,028)
—
(69,615)
148,625
(1,690)
146,935
(41,682)
103,737
105,253
(13,425)
90,312 $
(13,104)
92,149 $
5,466
(31,469)
39,829
(2,999)
36,830
(38,346)
(1,516)
(321)
(1,837)
Our total revenue, including management fees and other revenue, increased by $215.9 million, or 36.9%, for the
year ended December 31, 2022, as compared to the year ended December 31, 2021. This increase was primarily
attributable to incremental revenue from 45 self storage properties acquired during the year ended December 31,
2022 and from 229 self storage properties acquired during 2021 (partially offset by the disposition of two self
storage properties), increases in management fees and other revenue from our unconsolidated real estate ventures.
Total revenue increased despite a decrease in total portfolio average occupancy from 94.2% for the year ended
December 31, 2021 to 91.9% for the year ended December 31, 2022 due to an increase in rental rates. 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 $207.3 million, or 38.3%, for the year ended December 31, 2022, as compared to
the year ended December 31, 2021. The increase in rental revenue was primarily attributable to incremental rental
revenue of $17.7 million from 45 self storage properties acquired during 2022, and $127.6 million from 229 self
storage properties acquired during 2021. Annualized total portfolio rental revenues (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") increased from $13.01, for the year ended December 31, 2021 to $14.83, or
14.0%, for the year ended December 31, 2022, driven primarily by increased contractual lease rates for in-place
tenants.
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 $5.4 million,
or 27.2%, for the year ended December 31, 2022, as compared to the year ended December 31, 2021. This increase
primarily resulted from incremental other property-related revenue of $0.4 million from 45 self storage properties
acquired during 2022, and $5.2 million from 229 self storage properties acquired during 2021.
Management Fees and Other Revenue
Management fees and other revenue, which are primarily related to managing and operating the unconsolidated
real estate ventures, were $27.6 million for the year ended December 31, 2022, compared to $24.4 million for the
year ended December 31, 2021, an increase of $3.2 million or 13.3%. This increase was primarily attributable to
increased property management fees due to growth in unconsolidated real estate venture revenue.
Property Operating Expenses
Property operating expenses were $211.0 million for the year ended December 31, 2022 compared to $155.3
million for the year ended December 31, 2021, an increase of $55.8 million, or 35.9%. The increase in property
operating expenses was primarily attributable to incremental property operating expenses of $5.0 million from 45
self storage properties acquired during 2022, and $43.9 million from 229 self storage properties acquired during
2021.
43
General and Administrative Expenses
General and administrative expenses increased $8.3 million, or 16.3%, for the year ended December 31, 2022,
compared to the year ended December 31, 2021. This increase was attributable to increases in supervisory and
administrative fees charged by our PROs of $2.2 million, due to increases in property revenue and acquisitions of
additional properties managed by our PROs, as well as increases in personnel costs and equity based compensation
expense.
Depreciation and Amortization
Depreciation and amortization increased $74.8 million, or 47.3%, for the year ended December 31, 2022,
compared to the year ended December 31, 2021. This increase was primarily attributable to incremental depreciation
expense related to the 45 self storage properties acquired during 2022 and 229 self storage properties acquired
during 2021. The increase in depreciation and amortization includes an increase in amortization of customer in-place
leases from $20.7 million for the year ended December 31, 2021 to $34.4 million for the year ended December 31,
2022.
Other
Other expenses increased $5.7 million, or 199.2%, for the year ended December 31, 2022, compared to the year
ended December 31, 2021. This increase was primarily attributable to increases in casualty-related expenses and
losses.
Interest Expense
Interest expense increased $38.5 million, or 53.5%, for the year ended December 31, 2022, compared to the
year ended December 31, 2021. The increase in interest expense was attributable to rising interest rates on our
variable-rate debt and higher outstanding borrowings including (i) the May 2021 issuance of $55.0 million of 3.10%
senior unsecured notes due May 4, 2033, (ii) 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, (iii) the September
2021 issuance of $125.0 million of term loan debt under our credit facility with an effective interest rate of 2.96% as
of December 31, 2022, (iv) 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, (v) the January 2022 issuance of $125.0 million of 2.96%
senior unsecured notes due November 30, 2033, (vi) the June 2022 issuance of $285.0 million of term loan debt due
June 2029 with an effective interest rate of 5.37% as of December 31, 2022, (vii) the September 2022 issuance of
$200.0 million of 5.06% senior unsecured notes due November 2032, and (viii) an increase in borrowings under our
revolving line of credit with an effective interest rate of 5.69% as of December 31, 2022.
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, 2022, we recorded $7.7 million of equity in earnings from our unconsolidated real estate ventures
compared to $5.3 million for the year ended December 31, 2021.
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 $80.0 million for the year ended December 31,
2022, compared to $41.7 million for the year ended December 31, 2021.
44
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.
45
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, gains on debt forgiveness, gains (losses) on early extinguishment of debt, casualty-related
expenses or losses and 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.
46
The following table presents a reconciliation of net income 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
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
Casualty-related expenses(2)
Year Ended December 31,
2021
2022
2020
$
183,765 $
146,935 $
79,478
231,870
156,930
115,757
17,072
(5,466)
—
(14,510)
(58,838)
15,408
—
—
(14,070)
(49,810)
15,297
—
142
(14,055)
(29,708)
353,893
255,393
166,911
2,745
6,388
1,941
—
2,424
—
Core FFO attributable to common shareholders, OP
unitholders, and LTIP unitholders
$
363,026 $
257,334 $
169,335
Weighted average shares and units outstanding - FFO and
Core FFO:(3)
Weighted average shares outstanding - basic
Weighted average restricted common shares outstanding
Weighted average effect of outstanding forward offering
agreement(4)
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
91,239
27
—
35,421
1,925
514
81,195
33
100
30,127
1,925
542
66,547
30
60
29,863
1,906
543
129,126
113,922
98,949
FFO per share and unit
Core FFO per share and unit
$
$
2.74 $
2.81 $
2.24 $
2.26 $
1.69
1.71
(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders
for the periods presented.
(2) These casualty-related expenses are recorded in the line item "Other" included in operating expense in the accompanying consolidated
statement of operations.
(3) 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.
(4) Represents the dilutive effect of the forward offering from the application of the treasury stock method.
47
The following table presents a reconciliation of earnings per share - diluted to FFO and Core FFO per share and
unit for the periods presented:
Year Ended December 31,
2021
2022
2020
Earnings per share - diluted
$
0.99 $
0.98 $
0.53
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
FFO attributable to subordinated performance unitholders
FFO per share and unit
(0.28)
0.62
1.79
0.13
(0.05)
(0.46)
2.74
0.18
—
1.38
0.14
—
(0.44)
2.24
Add acquisition costs and Company's share of unconsolidated
real estate venture acquisition costs
0.02
0.02
Add casualty-related expenses
Core FFO per share and unit
0.05
2.81 $
—
2.26 $
$
(0.16)
0.30
1.17
0.15
—
(0.30)
1.69
0.02
—
1.71
(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).
Net Operating Income
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.
48
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
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).
As of December 31, 2022, our same store portfolio consisted of 628 self storage properties. 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. The following table
illustrates the changes in rental revenue, other property-related revenue, and property operating expenses, for the
year ended December 31, 2022 compared to the year ended December 31, 2021 (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
Prior period comparability adjustment
Total property operating expenses
Net operating income
Same store portfolio
Non-same store portfolio
Year Ended December 31,
2021
2022
Change
$
531,870 $
216,944
748,814
472,218 $
69,329
541,547
59,652
147,615
207,267
16,869
8,262
25,131
140,724
70,301
—
211,025
17,120
2,630
19,750
134,276
21,671
(682)
155,265
408,015
154,905
562,920 $
355,062
50,970
406,032 $
(251)
5,632
5,381
6,448
48,630
682
55,760
52,953
103,935
156,888
Total net operating income
$
Rental Revenue
Same store portfolio rental revenues increased $59.7 million, or 12.6%, due to a 13.4% increase, from $13.05 to
$14.80, in annualized same store rental revenue (including fees and net of any discounts and uncollectible customer
amounts) divided by average occupied square feet for the year ended December 31, 2022, driven primarily by
increased contractual lease rates for in-place tenants offset by a decrease in average occupancy from 94.7% for the
year ended December 31, 2021 to 93.8% for the year ended December 31, 2022.
Other Property-Related Revenue
Same store other property-related revenue remained consistent decreasing by $0.3 million, or 1.5%, for the year
ended December 31, 2022, as compared to the year ended December 31, 2021.
Property Operating Expenses
Same store property operating expenses were $140.7 million for the year ended December 31, 2022 compared
to $134.3 million for the year ended December 31, 2021, an increase of $6.4 million, or 4.8%. The increase in same
store property operating expenses was a result of increases in property tax, utilities and marketing costs during the
year ended December 31, 2022.
49
The following table presents a reconciliation of net income 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) of unconsolidated real estate ventures
Acquisition costs
Income tax expense
Gain on sale of self storage properties
Non-operating expense
Net operating income
$
Year Ended December 31,
2021
2022
2020
$
183,765 $
146,935 $
79,478
(27,624)
59,311
8,537
233,158
110,599
(7,745)
2,745
4,689
(5,466)
951
562,920 $
(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
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, equity-based compensation expense, losses on sale of properties, impairment of long-lived assets
and casualty-related expense, 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;
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
50
•
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 income 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
Casualty-related expenses (recoveries)
Equity-based compensation expense
Adjusted EBITDA
Liquidity and Capital Resources
Liquidity Overview
Year Ended December 31,
2021
2022
2020
$
183,765 $
146,935 $
79,478
233,158
158,312
117,174
17,072
4,689
110,599
549,283
15,408
1,690
72,062
394,407
2,745
(5,466)
1,941
—
15,297
1,671
62,595
276,215
2,424
—
6,388
6,258
559,208 $
—
5,462
401,810 $
—
4,278
282,917
$
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 2028 Term Loan
Facility, the June 2029 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.
51
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. During 2022, the Federal Reserve
Board has raised interest rates from historically low levels and has signaled an intention to continue to do so until
current inflation levels re-align with the Federal Reserve Board's long-term inflation target. Our ability to access
capital on favorable terms as well as to use cash from operations 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. 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, 2022, we had $35.3 million in cash and cash equivalents and $6.9 million of restricted cash,
an increase in cash and cash equivalents of $10.3 million and an increase in restricted cash of $4.0 million from
December 31, 2021. Restricted cash primarily consists of escrowed funds deposited with financial institutions
resulting from property sales for which we elected to purchase replacement property in accordance with Section
1031 of the Code, and 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 $443.8 million for the year ended December 31, 2022 compared
to $331.3 million for the year ended December 31, 2021, an increase of $112.5 million. Our operating cash flow
increased primarily due to operating cash flows from 229 self storage properties acquired during the year ended
December 31, 2021 that generated cash flow for the entire year ended December 31, 2022 and 45 self storage
properties that were acquired during the year ended December 31, 2022. These increases were partially offset by
higher cash payments for interest expense.
Investing Activities
Cash used in investing activities was $584.2 million for the year ended December 31, 2022 compared to $2.0
billion for the year ended December 31, 2021. The primary uses of cash for the year ended December 31, 2022 were
for our acquisition of 45 self storage properties for cash consideration of $496.4 million, capital expenditures of
$42.8 million and capital contributions of $55.0 million to fund the self storage property acquisitions of our 2016
Joint Venture and 2018 Joint Venture. 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.
Capital expenditures totaled $42.8 million, $27.6 million and $16.4 million during the years ended
December 31, 2022, 2021 and 2020 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.
52
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):
Year Ended December 31,
2021
2022
2020
Recurring capital expenditures
Value enhancing capital expenditures
Acquisitions capital expenditures
Total capital expenditures
Change in accrued capital spending
$
11,794 $
9,500 $
11,732
19,215
42,741
57
8,738
11,185
29,423
(1,846)
Capital expenditures per statement of cash flows
$
42,798 $
27,577 $
6,057
4,026
6,064
16,147
248
16,395
Financing Activities
Cash provided by our financing activities was $154.6 million for the year ended December 31, 2022 compared
to $1.7 billion for the year ended December 31, 2021. Our sources of financing cash flows for the year ended
December 31, 2022 primarily consisted of $962.0 million of borrowings under the Revolver, $285.0 million of
borrowings under our June 2029 Term Loan, $125.0 million from the issuance of the November 2033 Notes and
$200.0 million from the issuance of the November 2032 Notes. Our primary uses of financing cash flows for the
year ended December 31, 2022 were for principal payments on existing debt of $960.4 million (which included
$956.0 million of principal repayments under the Revolver and $4.4 million in fixed rate mortgage payments),
distributions to common shareholders of $195.7 million, distributions to noncontrolling interests of $141.0 million
and distributions to preferred shareholders of $13.4 million. 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 and $3.9 million in fixed rate mortgage principal payments, and $3.8 million of scheduled fixed rate
mortgage principal payments), 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.
Credit Facility and Term Loan Facilities
As of December 31, 2022, 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 was set to mature in January 2024; provided that we had the ability to extend 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 was set to mature
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 were not subject to any scheduled reduction or amortization
payments prior to maturity. As of December 31, 2022, we had 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, 2022, $125.0 million was outstanding under the Term Loan A with an effective interest rate
of 3.74%, $250.0 million was outstanding under the Term Loan B with an effective interest rate of 2.94%, $225.0
million was outstanding under the Term Loan C with an effective interest rate of 2.91%, $175.0 million was
outstanding under the Term Loan D with an effective interest rate of 3.12% and $125.0 million was outstanding
under the Term Loan E with an effective interest rate of 5.59%. As of December 31, 2022, we would have had the
capacity to borrow remaining Revolver commitments of $147.8 million while remaining in compliance with the
credit facility's financial covenants.
53
On January 3, 2023, we entered into a third amended and restated credit agreement which expands the total
borrowing capacity of our credit facility by $405.0 million to $1.955 billion with an expansion option to expand the
total borrowing capacity to $2.5 billion. The maturity date of the Revolver is now January 2027 versus the previous
maturity date of January 2024, while the total borrowing capacity was increased to $950 million from $650 million.
In connection with the credit facility recast the $125 million Term Loan A due January 2023 was eliminated by us,
Term Loan B increased from $250 million to $275 million, Term Loan C increased from $225 million to $325
million, Term Loan D increased from $175 million to $275 million, and Term Loan E increased from $125 million
to $130 million.
As of December 31, 2022, we had a 2023 Term Loan Facility that was set to mature in June 2023 and was
separate from the credit facility in an aggregate amount of $175.0 million. As of December 31, 2022, the entire
amount was outstanding under the 2023 Term Loan Facility with an effective interest rate of 2.83%. We had an
expansion option under the 2023 Term Loan Facility, which, if exercised in full, would have provided for total
borrowings in an aggregate amount of $400.0 million. In connection with the credit facility recast on January 3,
2023, the Company retired the $175 million term loan facility due in June 2023.
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, 2022 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 an April 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, 2022 the entire amount was outstanding under the April 2029 Term Loan Facility with an effective
interest rate of 4.27%.
We have a June 2029 Term Loan Facility that matures in June 2029 and is separate from the credit facility, 2023
Term Loan Facility, 2028 Term Loan Facility, and April 2029 Term Loan Facility in an aggregate amount of $285.0
million. As of December 31, 2022 the June 2029 Term Loan Facility had a variable effective interest rate of 5.37%.
We have an expansion option under the June 2029 Term Loan Facility, which, if exercised in full, would provide for
total borrowings in an aggregate amount up to $300.0 million.
For a summary of our financial covenants and additional detail regarding our credit facility, 2023 Term Loan
Facility, 2028 Term Loan Facility, April 2029 Term Loan Facility and June 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.
54
November 2030, November 2031, November 2033 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. On January 28, 2022, our operating partnership issued
$125.0 million of 2.96% senior unsecured notes due November 30, 2033.
November 2032 Senior Unsecured Notes
On September 28, 2022, the operating partnership issued $200.0 million of 5.06% senior unsecured notes due
November 16, 2032.
Fixed Rate Mortgage Payable
On July 9, 2021, we entered into an agreement with a single lender for an $88.0 million debt financing secured
by eight of our self storage properties. This interest-only loan matures in July 2028 and has a fixed interest rate of
2.77%.
Sources of Liquidity and Capital Resources
As of December 31, 2022, we had $35.3 million in cash and cash equivalents, compared to $25.0 million as of
December 31, 2021. 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 conjunction
with Note 8 and other information included in the accompanying consolidated financial statements included in Item
8.
(in thousands)
Senior Unsecured Notes (1)
Revolving line of credit(2)
Term loan facilities (2)(3)
Fixed rate mortgage notes payable
Total
Next 12
Months
Beyond 12
Months
Total
$
— $
1,230,000 $
1,230,000
—
300,000
76,813
496,000
1,235,000
222,757
496,000
1,535,000
299,570
$
376,813 $
3,183,757 $
3,560,570
(1) We believe we have access to additional financing and refinancing, if needed.
(2) Under the amended credit facility effective January 3, 2023, the Company has an expansion option which if exercised in full, would provide an additional $545.0 million of
borrowing capacity.
(3) In connection with the January 3, 2023 amendments to our credit facility, we repaid in full both the $125.0 million of Term Loan A and the $175.0 million June 2023 Term
Loan, both of which were to mature in 2023.
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.
55
Equity Transactions
Issuance and Repurchase of Common Shares
On July 11, 2022, we approved a share repurchase program authorizing, but not obligating, the repurchase of up
to $400.0 million of the Company's common shares from time to time. During the year ended December 31, 2022,
we repurchased 1,986,175 common shares for approximately $90.1 million.
During the year ended December 31, 2022, after receiving notices of redemption from certain OP unitholders,
we elected to issue 627,896 common shares to such holders in exchange for 627,896 OP units in satisfaction of the
operating partnership's redemption obligations.
Issuance of OP Equity
In connection with the 45 properties acquired during the year ended December 31, 2022, we issued $68.9
million of OP equity (consisting of 353,030 series A-1 perpetual preferred units, 887,291 OP units and 167,396
subordinated performance units). We also issued $3.2 million of OP equity (consisting of 46,540 OP units) as
consideration for Northwest's rights to property management contracts, brand, intellectual property, and certain
intangible assets in connection with the PRO retirement.
As discussed in Note 3 to the consolidated financial statements in Item 8, during the year ended December 31,
2022, the Company also issued (i) 3,911,260 OP units upon the non-voluntary conversion of 2,078,357 subordinated
performance units in connection with Northwest's retirement, (ii) 235,241 OP units upon the voluntary conversion of
82,611 subordinated performance units and (iii) 192,296 OP units upon the conversion of an equivalent number of
LTIP units. We also issued 393,614 subordinated performance units upon the conversion of 800,556 OP units.
Dividends and Distributions
During the year ended December 31, 2022, the Company paid $195.7 million of distributions to common
shareholders, $13.4 million of distributions to preferred shareholders and distributed $141.0 million to
noncontrolling interests.
On February 22, 2023, our board of trustees declared a cash dividend and distribution, respectively, of $0.55 per
common share and OP unit to shareholders and OP unitholders of record as of March 15, 2023. On February 22,
2023, 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, 2023. In addition, we expect to declare a
cash distribution in the first quarter of 2023 to our subordinated performance unitholders of record as of March 15,
2023. Such dividends and distributions are expected to be paid on March 30, 2023.
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:
56
(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, 2022, our operating partnership had an aggregate of $2,915.8 million
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, 2022, an aggregate of $244.3 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).
57
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
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.
58
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, 2022, each subordinated
performance unit would on average hypothetically convert into 1.72 OP units, or into an aggregate of approximately
21.5 million OP units. These amounts are based on historical financial information for the trailing twelve months
ended December 31, 2022. 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.
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, 2022, we had $621.0 million of debt subject to variable interest rates (excluding variable-
rate debt subject to interest rate swaps). If our reference rates (currently one-month LIBOR and SOFR) 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.
59
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.
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,
2022. 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, 2022, 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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
60
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, 2022.
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, 2022.
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, 2022.
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, 2022.
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, 2022.
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, 2022.
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, 2022.
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, 2022.
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.
61
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)
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)
62
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* Two Hundred Sixth Amendment To Third Amended and Restated Agreement of Limited Partnership
Of NSA OP, LP and First Amendment To Partnership Unit Designation Of Series A-1 Cumulative
Redeemable Preferred Units Of NSA OP, LP
10.15 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)
10.16* Third Amended and Restated Credit Agreement dated as of January 3, 2023 by and among NSA OP,
LP, as Borrower, the lenders from time to time party hereto, 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, JPMorgan Chase Bank, N.A., and Capital One, National Association
as Co-Lead Arrangers and Co-Documentation Agent, BofA Securities, Inc., Truist Securities, Inc.,
Wells Fargo Securities, LLC, and Regions Securities, LLC as Co-Lead Arrangers, and Truist Bank,
N.A., Wells Fargo Bank, N.A., Regions Bank, and Bank of America, N.A., as Co-Documentation
Agents.
10.17 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)
10.18 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).
10.19 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)
10.20 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)
10.21 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)
10.22 Amended and Restated Employment Agreement dated as of August 1, 2022 by and between National
Storage Affiliates Trust and Tamara D. Fischer (exhibit 10.3 to the Quarterly Report on Form 10-Q
filed with the SEC on August 4, 2022, is incorporated herein by reference)
10.23 Amended and Restated Employment Agreement dated as of August 1, 2022 by and between National
Storage Affiliates Trust and David Cramer (exhibit 10.4 to the Quarterly Report on Form 10-Q filed
with the SEC on August 4, 2022, is incorporated herein by reference)
10.24 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)
10.25 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)
63
10.26 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)
10.27 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)
10.28 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)
10.29 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)
10.30 Form of LTIP Unit Award Agreement for Executive Officers (Exhibit 10.1 to the Quarterly Report on
Form 10-Q, filed with the SEC on May 5, 2022, is incorporated herein by this reference)
10.31 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)
10.32 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)
10.33 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)
10.34 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)
10.35 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)
10.36 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.
64
Item 16. Form 10-K Summary
None.
65
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
chief executive officer
(principal executive officer)
Date: February 27, 2023
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.
66
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, chief executive officer
February 27, 2023
Tamara D. Fischer
(principal executive officer)
/s/ BRANDON S. TOGASHI
Brandon S. Togashi
chief financial officer
(principal accounting and financial officer)
February 27, 2023
/s/ ARLEN D. NORDHAGEN
executive chairman of the board of trustees
February 27, 2023
Arlen D. Nordhagen
/s/ GEORGE L. CHAPMAN
trustee
February 27, 2023
George L. Chapman
/s/ PAUL W. HYLBERT, JR.
trustee
February 27, 2023
Paul W. Hylbert, Jr.
/s/ CHAD L. MEISINGER
Chad L. Meisinger
/s/ STEVEN G. OSGOOD
Steven G. Osgood
/s/ DOMINIC M. PALAZZO
Dominic M. Palazzo
trustee
trustee
trustee
February 27, 2023
February 27, 2023
February 27, 2023
/s/ REBECCA L. STEINFORT
trustee
February 27, 2023
Rebecca L. Steinfort
/s/ MARK VAN MOURICK
Mark Van Mourick
/s/ J. TIMOTHY WARREN
J. Timothy Warren
/s/ CHARLES F. WU
Charles F. Wu
trustee
trustee
trustee
67
February 27, 2023
February 27, 2023
February 27, 2023
[This page intentionally left blank]
NATIONAL STORAGE AFFILIATES TRUST
INDEX TO FINANCIAL STATEMENTS
Financial Statements:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2022 and 2021
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022,
2021 and 2020
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and
2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020
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-46
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
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, 2022 and 2021, 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,
2022, 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, 2022
and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2022, 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, 2022, 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 27, 2023 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 judgments. 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, 2022,
the Company acquired $569.2 million 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.
F-2
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
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 27, 2023
F-3
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, 2022, 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, 2022,
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, 2022 and 2021, 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, 2022, 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 27, 2023 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 27, 2023
/s/ KPMG LLP
F-4
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, 9,017,588 and 8,736,719 issued and
outstanding at December 31, 2022 and 2021, at liquidation preference
Common shares of beneficial interest, par value $0.01 per share.
250,000,000 authorized, 89,842,145 and 91,198,929 shares issued and
outstanding at December 31, 2022 and 2021, respectively
Additional paid-in capital
Distributions in excess of earnings
Accumulated other comprehensive income (loss)
Total shareholders' equity
Noncontrolling interests
Total equity
Total liabilities and equity
December 31,
2022
2021
$
6,391,572 $
(772,661)
5,618,911
35,312
6,887
1,393
227,441
156,228
5,798,188
(578,717)
5,219,471
25,013
2,862
2,433
188,187
102,417
23,835
6,070,007 $
22,211
5,562,594
$
$
3,551,179 $
2,940,931
80,377
483
25,741
23,213
59,262
33,757
23,981
22,208
3,680,993
3,080,139
225,439
218,418
898
1,777,984
(396,650)
40,530
1,648,201
740,813
2,389,014
6,070,007 $
912
1,866,773
(291,263)
(19,611)
1,775,229
707,226
2,482,455
5,562,594
$
See notes to consolidated financial statements.
F-5
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 of unconsolidated real estate ventures
Acquisition costs
Non-operating (expense)
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 attributable to common shareholders
Earnings per share - basic
Earnings per share - diluted
$
$
$
Year Ended December 31,
2021
2020
2022
$
748,814 $
541,547 $
394,660
25,131
27,624
801,569
211,025
59,311
233,158
8,537
512,031
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
(110,599)
(72,062)
(62,595)
7,745
(2,745)
(951)
5,466
5,294
(1,941)
(906)
—
265
(2,424)
(1,211)
—
(101,084)
(69,615)
(65,965)
188,454
148,625
(4,689)
(1,690)
183,765
146,935
81,149
(1,671)
79,478
(80,028)
(41,682)
(30,869)
103,737
105,253
(13,425)
(13,104)
48,609
(13,097)
90,312 $
92,149 $
35,512
0.99 $
0.99 $
1.13 $
0.98 $
0.53
0.53
66,547
66,607
Weighted average shares outstanding - basic
Weighted average shares outstanding - diluted
91,239
91,239
81,195
134,538
See notes to consolidated financial statements.
F-6
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 to interest
expense
Other comprehensive income (loss)
Comprehensive income
Comprehensive income attributable to noncontrolling
interests
Comprehensive income attributable to National Storage
Affiliates Trust
Year Ended December 31,
2021
2020
2022
$
183,765 $
146,935 $
79,478
82,418
23,558
(73,544)
2,315
84,733
268,498
20,578
44,136
191,071
14,520
(59,024)
20,454
(104,826)
(54,940)
(9,390)
$
163,672 $
136,131 $
11,064
See notes to consolidated financial statements.
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S
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
Amortization of debt discount and premium, net
Gain on sale of self storage properties
Other
Mark-to-market changes in value on equity securities
Equity-based compensation expense
Equity in (earnings) 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
Net Cash Provided by Operating Activities
INVESTING ACTIVITIES
Acquisition of self storage properties
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
Proceeds from sale of equity securities
Acquisition of interest in reinsurance company and related
cash flows
Net proceeds from sale of self storage properties
Net Cash Used In Investing Activities
FINANCING ACTIVITIES
Proceeds from issuance of common shares
Borrowings under debt financings
Receipts for OP unit subscriptions
Repurchase of common shares
Principal payments under debt financings
Payment of dividends to common shareholders
Payment of dividends to preferred shareholders
Distributions to noncontrolling interests
Debt issuance costs
Equity offering costs
Year Ended December 31,
2021
2020
2022
$
183,765 $
146,935 $
79,478
233,158
4,423
(698)
(5,466)
992
—
6,258
(7,745)
23,535
(10,206)
16,519
(688)
443,847
158,312
3,438
(708)
—
—
—
5,462
(5,294)
19,640
(3,159)
8,404
(1,681)
117,174
3,088
(1,075)
—
—
142
4,278
(265)
14,634
(3,440)
7,445
(805)
331,349
220,654
(496,358)
(1,966,382)
(42,798)
(27,577)
(496,509)
(16,395)
(55,044)
—
—
(928)
—
—
10,963
(584,165)
—
1,572,000
—
(90,109)
(960,372)
(195,699)
(13,425)
(141,000)
(15,981)
(772)
—
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(800)
(426)
—
(2,865)
—
(1,998,050)
900,980
2,348,500
103
—
(1,322,169)
(131,708)
(13,104)
(102,231)
(5,280)
(2,216)
(4,382)
1,494
(1,087)
(364)
7,560
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(509,683)
82,917
929,500
661
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(546,147)
(90,141)
(13,097)
(73,798)
(2,471)
(970)
See notes to consolidated financial statements.
F-11
NATIONAL STORAGE AFFILIATES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
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
2022
Year Ended December 31,
2021
1,672,875
154,642
2020
286,454
14,324
6,174
(2,575)
27,875
21,701
$
42,199 $
27,875 $
24,276
21,701
Supplemental Cash Flow Information
Cash paid for interest
$
99,433 $
66,918 $
59,346
Supplemental Disclosure of Non-Cash Investing and
Financing Activities
Consideration exchanged in property acquisitions:
Issuance of OP units and subordinated performance
units
$
72,116 $
195,101 $
37,233
Deposits on acquisitions applied to purchase price
Other net liabilities assumed
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
800
2,890
1,087
14,232
—
—
—
—
—
—
—
—
—
—
(361)
—
4,438
3,626
33,583
10,301
987
310
970
207
See notes to consolidated financial statements.
F-12
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 916 consolidated self storage properties in 39 states and Puerto Rico with approximately
58.3 million rentable square feet in approximately 453,000 storage units as of December 31, 2022. These properties
are managed with local operational focus and expertise by the Company and its participating regional operators
("PROs"). As of December 31, 2022, these PROs are 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 Uplift Development Group (formerly known as 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, Northwest elected to retire as one of the Company's PROs. 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.
During the year ended December 31, 2022, one of our PROs, Move It Self Storage and its controlled affiliates,
notified us of Move It's election to retire as a PRO effective January 1, 2023. As a result of the retirement, on
January 1, 2023, management of our 72 properties in the Move It managed portfolio was transferred to us and the
Move It brand name and related intellectual property was internalized by us, and we discontinued payment of any
supervisory and administrative fees or reimbursements to Move It. In addition, on January 1, 2023, we issued a
notice of non-voluntary conversion to convert all of the subordinated performance units related to Move It's
managed portfolio into OP units. As part of the internalization, a majority of Move It's employees were offered and
provided employment by us and will continue managing Move It's portfolio of properties as members of our existing
property management platform. See Note 15 for additional information related to the Move It retirement and
internalization.
As of December 31, 2022, the Company also managed through its property management platform an additional
portfolio of 185 properties owned by the Company's unconsolidated real estate ventures. These properties contain
approximately 13.5 million rentable square feet, configured in approximately 111,000 storage units and located
across 21 states. The Company owns a 25% equity interest in each of its unconsolidated real estate ventures.
As of December 31, 2022, in total, the Company operated and held ownership interests in 1,101 self storage
properties located across 42 states and Puerto Rico with approximately 71.8 million rentable square feet in
approximately 564,000 storage units.
F-13
Information with respect to the square feet and number of storage units in each of the following notes is
unaudited.
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, 2022, 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 $412.9 million and $425.7 million as of December 31, 2022
and December 31, 2021, respectively. For certain DownREIT partnerships which are subject to fixed rate mortgages
payable, the carrying value of such fixed rate mortgages payable held by these VIEs was $188.7 million and $188.7
million as of December 31, 2022 and December 31, 2021, 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.
F-14
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.
Cash and Cash Equivalents
The Company considers all highly-liquid investments purchased with original maturities of three months or less
to be cash equivalents. From time to time, the Company maintains cash balances in financial institutions in excess of
federally insured limits. The Company has never experienced a loss that resulted from exceeding federally insured
limits.
Restricted Cash
The Company's restricted cash consists of escrowed funds deposited with financial institutions resulting from
property sales for which we elected to purchase replacement property in accordance with Section 1031 of the Code,
for real estate taxes, insurance and other reserves for capital improvements in accordance with the Company's loan
agreements.
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.
F-15
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, 2022, 2021 and 2020, the Company recognized $19.8 million, $15.0 million and $11.1 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, 2022, 2021 and 2020, the Company recognized retail sales of $2.6 million, $2.3 million
and $1.8 million, respectively.
Management fees and other revenue
Management fees and other revenue consist of property management fees, platform fees, call center fees,
acquisition fees, and a portion of tenant warranty protection or tenant insurance proceeds that the Company earns for
managing and operating its unconsolidated real estate ventures.
With respect to both the 2018 Joint Venture and the 2016 Joint Venture, 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, 2022, 2021 and
2020, the Company recognized property management fees, call center fees and platform fees of $16.5 million, $14.8
million and $13.1 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, 2022 and 2021, the Company
had deferred revenue related to the acquisition fees of $0 and $0.5 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, 2022, 2021 and 2020, the Company recognized acquisition
fees of $1.2 million, $0.8 million and $1.7 million, respectively.
The Company provides or makes available tenant insurance or tenant warranty protection programs for tenants
at its properties. For certain of the properties in the Company’s consolidated portfolio and one of its unconsolidated
real estate ventures that participate in tenant insurance, the Company provides such tenant insurance through the
Company’s wholly-owned captive insurance company and a separate reinsurance company in which the Company
has a partial ownership interest. With respect to properties in both of the Company’s unconsolidated real estate
ventures, the Company receives 50% of all proceeds from tenant insurance and tenant warranty protection programs
at each unconsolidated real estate venture property in exchange for facilitating the programs at those properties.
During the years ended December 31, 2022, 2021 and 2020, the Company recognized $9.5 million, $7.3 million and
$6.3 million, respectively, of revenue related to these activities.
F-16
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 $10.0 million, $6.6 million and $5.8 million for the years ended December 31, 2022, 2021 and 2020,
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.
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, 2022 and 2021.
The Company did not have any unrecognized tax benefits related to uncertain tax positions as of December 31,
2022 and 2021. 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 2019 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.
F-17
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
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.
F-18
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.
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).
F-19
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, 2022 and 2021.
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.
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
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. The Series A Preferred Shares became redeemable
by the Company in October 2022 for a cash redemption price of $25.00 per share, plus accrued but unpaid
dividends.
F-20
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, 2022, the Company did not sell any common shares through the ATM
program. 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.
Common Share Repurchase Program
On July 11, 2022, the Company approved a share repurchase program authorizing, but not obligating, the
repurchase of up to $400.0 million of the Company's common shares of beneficial interest from time to time. The
timing, manner, price and amount of any repurchase transactions will be determined by the Company in its
discretion and will be subject to share price, availability, trading volume and general market conditions. During the
year ended December 31, 2022, the Company repurchased 1,986,175 common shares for approximately $90.1
million.
Noncontrolling Interests
All of the OP equity in the Company's operating partnership not held by the Company are reflected as
noncontrolling interests. Noncontrolling interests also include ownership interests in DownREIT partnerships held
by entities other than the Company's operating partnership. NSA is the general partner of its operating partnership
and is authorized to cause its operating partnership to issue additional partner interests, including OP units and
subordinated performance units, at such prices and on such other terms as it determines in its sole discretion.
As of December 31, 2022 and 2021, 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
December 31,
2022
712,208
35,737,281
8,154,524
728,890
2021
640,047
31,893,105
9,754,482
775,447
1,924,918
4,337,111
1,924,918
4,337,111
51,594,932
49,325,110
F-21
Series A-1 Preferred Units
The 6.000% Series A-1 Cumulative Redeemable Preferred Units ("Series A-1 preferred units") rank senior to
OP units and subordinated performance units in the Company's operating partnership with respect to distributions
and liquidation. The Series A-1 preferred units have a stated value of $25.00 per unit and receive distributions at an
annual rate of 6.000%. These distributions are cumulative. The Series A-1 preferred units are redeemable at the
option of the holder after the first anniversary of the date of issuance, which redemption obligations may be satisfied
at the Company’s option in cash in an amount equal to the market value of an equivalent number of the Company's
6.000% Series A 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, 2021 to
December 31, 2022 was due to the issuance of 353,030 Series A-1 preferred units issued in connection with the
acquisition of self storage properties partially offset by the redemption of 280,869 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, 2021 to December 31, 2022 was due to (i) 3,911,260
OP units issued upon the non-voluntary conversion of 2,078,357 subordinated performance units (as discussed
further below) in connection with Northwest's retirement, (ii) 235,241 OP units issued upon the voluntary
conversion of 82,611 subordinated performance units, (iii) the conversion of 192,296 LTIP units into an equivalent
number of OP units, (iv) the issuance of 887,291 OP units in connection with the acquisition of self storage
properties, and (v) the issuance of 46,540 OP units in connection with the acquisition of Northwest's rights to
property management contracts, brand, intellectual property, and certain tangible assets, partially offset by the
conversion of 800,556 OP units into 393,614 subordinated performance units, and the redemption of 627,896 OP
units for an equal number of 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.
F-22
The decrease in subordinated performance units outstanding from December 31, 2021 to December 31, 2022
was due to the conversion of 2,078,357 subordinated performance units into 3,911,260 OP units in connection with
the retirement of Northwest, and the voluntary conversion of 82,611 subordinated performance units into 235,241
OP units, partially offset by the issuance of 393,614 subordinated performance units upon conversion of 800,556 OP
units, and the issuance of 167,396 subordinated performance units for co-investment by the Company's PROs in
connection with the acquisition of self storage properties.
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 decrease in LTIP units outstanding from December 31, 2021 to December 31, 2022 was due to the
conversion of 192,296 LTIP units into an equivalent number of OP units offset by the issuance of 145,739
compensatory LTIP units to employees, trustees and consultants, net of forfeitures.
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,
2022
1,111,326 $
$
5,269,383
10,863
6,391,572
2021
1,028,431
4,760,567
9,190
5,798,188
(772,661)
(578,717)
$
5,618,911 $
5,219,471
Depreciation expense related to self storage properties amounted to $195.9 million, $135.1 million and
$105.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.
5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
2018 Joint Venture
As of December 31, 2022, 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 104 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 $6.6 million during the year ended December 31,
2022, 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 capital contributions from the 2018 Joint Venture members, of
which the Company contributed $1.6 million for its 25% proportionate share.
2016 Joint Venture
As of December 31, 2022, 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 81 properties containing approximately 5.6 million
rentable square feet, configured in approximately 47,000 storage units and located across 13 states.
F-23
The 2016 Joint Venture acquired seven self storage properties for $207.6 million during the year ended
December 31, 2022, which are managed together with the 2016 Joint Venture's existing properties. The 2016 Joint
Venture financed the acquisitions with capital contributions from the 2016 Joint Venture members, of which the
Company contributed $51.9 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 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, 2022 and December 31, 2021 (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,
2022
2021
1,891,203
36,873
1,928,076
1,002,301
23,808
901,967
1,928,076 $
1,741,538
23,562
1,765,100
1,001,378
19,493
744,229
1,765,100
$
$
The following table presents the combined condensed operating information of the Company's unconsolidated
real estate ventures for the three years ended December 31, 2022, 2021 and 2020 (in thousands):
2022
Year Ended December 31,
2021
2020
$
212,832 $
Total revenue
Property operating expenses
Net operating income
Supervisory, administrative and other
expenses
Depreciation and amortization
Interest expense
Loss on sale of self storage properties
Acquisition and other expenses
Net income
$
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
57,306
155,526
(13,955)
(68,289)
(41,657)
—
(899)
30,726 $
F-24
6. SELF STORAGE PROPERTY ACQUISITIONS AND DISPOSITIONS
Acquisitions
The Company acquired 45 self storage properties with an estimated fair value of $569.2 million during the year
ended December 31, 2022 and 229 self storage properties with an estimated fair value of $2.2 billion during the year
ended December 31, 2021. Of these acquisitions, during the year ended December 31, 2022, five self storage
properties with an estimated fair value of $55.7 million were acquired by the Company from its PROs. 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.
The self storage property acquisitions were accounted for as asset acquisitions and accordingly, during the years
ended December 31, 2022 and 2021, $3.7 million and $12.1 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 $9.5 million and $43.7 million during the years ended December 31, 2022
and 2021, respectively, resulting in a total fair value of $559.7 million and $2.1 billion allocated to real estate during
the years ended December 31, 2022 and 2021, 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, 2022 and 2021 (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, 2022
June 30, 2022
September 30, 2022
December 31, 2022
Total
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
Total
12 $
76,027 $
16,576 $
332 $
8
23
2
99,954
313,784
7,622
13,938
6,244
32,141
641
1,761
156
45 $
497,387 $
68,899 $
2,890 $
23 $
141,928 $
22,897 $
1,138 $
20
76
110
243,580
562,105
24,102
31,074
1,018,082
117,026
1,711
6,098
5,285
92,935
114,533
321,789
39,919
569,176
165,963
269,393
599,277
1,140,393
229 $
1,965,695 $
195,099 $
14,232 $
2,175,026
(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 $18.0 million and operating loss of $1.8 million
related to the 45 self storage properties acquired during the year ended December 31, 2022. For the year ended
December 31, 2021, 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 such period.
During the year ended December 31, 2022, in connection with the retirement of Northwest as a PRO as
discussed in Note 1 and Note 3, the Company acquired Northwest's management rights in connection with the
properties of the Northwest managed portfolio, the Northwest brand, intellectual property, and certain tangible assets
for $3.2 million, which was paid for by the issuance of 46,540 OP units.
Dispositions
During the year ended December 31, 2022, the Company disposed of two self storage properties and an
undeveloped land parcel for gross proceeds of $11.0 million. The Company recorded a net gain on the dispositions
of $5.5 million.
F-25
7. OTHER ASSETS
Other assets consist of the following (dollars in thousands):
Customer in-place leases, net of accumulated amortization of $5,004 and
$14,336, respectively
Receivables:
Trade, net
PROs and other affiliates
Receivable from unconsolidated real estate ventures
Property acquisition deposits
Interest rate swaps
Prepaid expenses and other
Corporate furniture, equipment and other, net
Trade name
Management contracts, net of accumulated amortization of $5,398 and $4,237,
respectively
Tenant reinsurance intangible assets, net of accumulated amortization of
$2,466 and $1,504, respectively
Goodwill
Total
December 31,
2022
2021
$
5,090 $
29,427
13,120
4,175
5,375
—
51,466
26,156
1,534
7,442
6,228
2,878
4,028
800
—
9,552
1,422
6,380
12,113
10,983
21,575
8,182
156,228 $
22,537
8,182
102,417
$
Amortization expense related to customer in-place leases amounted to $34.4 million, $20.7 million and $9.0
million for the years ended December 31, 2022, 2021 and 2020, 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 $1.2 million, $1.0 million and
$1.0 million for the years ended December 31, 2022, 2021 and 2020 respectively.
Amortization expense related to the tenant reinsurance intangible assets amounted to $1.0 million, $0.6 million
and $0.6 million for the years ended December 31, 2022, 2021 and 2020 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, 2022, 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,
2023
2024
2025
2026
2027
Thereafter
Total
Total Aggregate Estimated
Amortization Expense
$
$
7,216
2,132
2,129
2,129
2,129
23,043
38,778
F-27
8. DEBT FINANCING
The Company's outstanding debt as of December 31, 2022 and 2021 is summarized as follows (dollars in
thousands):
Interest Rate(1)
2022
2021
December 31,
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
April 2029 term loan facility
June 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
August 2032 Senior Unsecured Notes
November 2032 Senior Unsecured Notes
May 2033 Senior Unsecured Notes
November 2033 Senior Unsecured Notes
2036 Senior Unsecured Notes
Fixed rate mortgages payable
Total principal
Unamortized debt issuance costs and debt
premium, net
Total debt
5.69%
3.74%
2.94%
2.91%
3.12%
5.59%
2.83%
4.62%
4.27%
5.37%
2.16%
3.98%
2.99%
2.72%
3.00%
4.08%
2.81%
3.09%
5.06%
3.10%
2.96%
3.06%
3.82%
$
496,000 $
125,000
250,000
225,000
175,000
125,000
175,000
75,000
100,000
285,000
35,000
100,000
150,000
75,000
90,000
50,000
175,000
100,000
200,000
55,000
125,000
75,000
299,570
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
3,560,570
2,948,944
$
(9,391)
3,551,179 $
(8,013)
2,940,931
(1) Represents the effective interest rate as of December 31, 2022. 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.
F-28
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"). On January 3, 2023, the Company entered into
a third amended and restated credit agreement with KeyBank National Association, as administrative agent, and a
syndicated group of lenders party thereto (the "credit facility recast"). As of December 31, 2022, the Company's
unsecured credit facility provided for total borrowing capacity of $1.550 billion and consisted of the following
components: (i) a revolving line of credit (the "Revolver") which provided 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 had 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. See Note 15 for additional information related to the
credit facility recast.
The Revolver would mature in January 2024; provided that the Company could 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 was to mature in
January 2023, the Term Loan B was to mature in July 2024, the Term Loan C was to mature in January 2025, the
Term Loan D was to mature in July 2026 and the Term Loan E was to mature on March 21, 2027. The credit facility
was not subject to any scheduled reduction or amortization payments prior to maturity.
Interest rates applicable to loans under the credit facility were 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 were leverage based
and ranged 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 achieved an investment grade rating as defined in the credit facility, the Company could elect
(but was 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 was
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 made a credit rating pricing election under the credit facility, the Company
would 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. Effective January 3, 2023, the interest rates applicable to loans under the credit facility
will be determined based on the adjusted daily simple SOFR rate and Term SOFR rate.
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, 2022, the Term Loan A, Term Loan B, Term Loan C, Term
Loan D and Term Loan E had effective interest rates of 3.74%, 2.94%, 2.91%, 3.12% and 5.59% respectively.
As of December 31, 2022, the Company had outstanding letters of credit totaling $6.2 million and would have
had the capacity to borrow remaining Revolver commitments of $147.8 million while remaining in compliance with
the credit facility's financial covenants described in the following paragraph.
The Company was 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
•
F-29
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, 2022, 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. In
connection with the credit facility recast on January 3, 2023, the Company retired the $175.0 million June 2023
Term Loan Facility due in June 2023. See Note 15 for additional information related to the credit facility recast.
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
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. Effective January 3, 2023, the interest rates applicable to loans under the
2028 Term Loan Facility will be determined based on the adjusted daily simple SOFR rate and Term SOFR rate.
F-30
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.
April 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 "April 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 April 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 April 2029 Term Loan Facility in effect from time to time
plus an applicable margin. The base rate under the April 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 April 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. Effective January 3, 2023, the interest rates applicable to loans under the April 2029 Term
Loan Facility will be determined based on the adjusted daily simple SOFR rate and Term SOFR rate.
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 April 2029 Term Loan Facility at an
effective interest rate of 4.27%.
The Company is required to comply with the same financial covenants under the April 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 April 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.
June 2029 Term Loan Facility
On June 24, 2022, the Company entered into a credit agreement with a syndicated group of lenders to make
available a term loan facility that matures in June 2029 in an aggregate amount of $285.0 million, the entire amount
of which was drawn on June 24, 2022. The outstanding principal amount, and all accrued but unpaid interest, is due
on the maturity date. The June 2029 Term Loan Facility provides for an expansion of up to $15.0 million for a total
amount of up to $300.0 million.
Interest rates applicable to loans under the June 2029 Term Loan Facility are payable monthly in arrears on the
first day of each month at either a base rate plus applicable margin or SOFR plus applicable margin. As of
December 31, 2022, the June 2029 Term Loan Facility had a variable effective interest rate of 5.37%. The base rate
is the greater of (i) prime rate, (ii) 0.50% plus the Federal Funds Effective Rate, and (iii) 1.0% plus the adjusted term
secured overnight financing rate ("SOFR"). The applicable margin for the June 2029 Term Loan Facility is leverage
and credit rating-based and ranges from 0.55% to 1.2% for base rate loans and 1.55% to 2.2% for SOFR based
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 June 2029 Term Loan Facility be subject to
rating-based margins ranging from 0.075% to 1.2% for base rate loans and 1.075% to 2.2% for SOFR based loans.
The Company is required to comply with the same financial covenants under the June 2029 Term Loan Facility
as it does with the credit facility, the April 2029 Term Loan Facility, the 2023 Term Loan Facility and the 2028
Term Loan Facility. In addition, the terms of the June 2029 Term Loan Facility contain customary affirmative and
negative covenants that are consistent with those contained in the credit facility, the April 2029 Term Loan Facility,
the 2023 Term Loan Facility and the 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.
F-31
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, April
2029 Term Loan Facility, June 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), August 2032 Notes (defined below), May 2033 Notes (defined below), November 2032 Notes, 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, 2022, 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 "August 2032 Notes") in a private placement to certain institutional investors. The August 2030 Notes and
August 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 August 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 August 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), November
2032 Notes, 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, 2022, the Company
was in compliance with all such covenants.
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.
F-32
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), August 2032 Notes, November 2032 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. 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, August
2032 Notes, November 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.
November 2032 Senior Unsecured Notes
On August 30, 2022, the operating partnership as issuer, and the Company, entered into a Note Purchase
Agreement (the "August 2022 Note Purchase Agreement") which provides for the private placement of
$200.0 million of 5.06% senior unsecured notes due November 16, 2032 (the "November 2032 Notes") to certain
institutional investors. The November 2032 Notes are governed by the August 2022 Note Purchase Agreement. On
September 28, 2022 the operating partnership issued the November 2032 Notes.
Interest is paid semiannually, on May 16th and November 16th of each year, commencing on November 16,
2022. The November 2032 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 2032
Senior Unsecured Notes rank pari passu with the credit facility, 2023 Term Loan Facility, 2028 Term Loan Facility,
April 2029 Term Loan Facility, June 2029 Term Loan Facility, 2029 Notes, August 2030 Notes, November 2030
Notes, August 2031 Notes, 2032 Notes, November 2031 Notes, August 2032 Notes, November 2033 Notes and
2036 Notes. The August 2022 Note Purchase Agreement contains financial covenants that are substantially similar
to those of the Company's credit facility. In addition, the terms of the August 2022 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 4.65%. Principal and interest are generally payable monthly or in monthly
interest-only payments with balloon payments due at maturity.
F-33
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%.
Future Debt Maturities
Based on existing debt agreements in effect as of December 31, 2022, the scheduled principal and maturity
payments for the Company's outstanding borrowings are presented in the table below (in thousands):
Year Ending December 31,
2023
2024
2025
2026
2027
Thereafter
Scheduled
Principal and
Maturity
Payments
Premium
Amortization and
Unamortized Debt
Issuance Costs
$
376,813 $
767,964
227,185
212,322
87,369
1,888,917
(2,343) $
(1,958)
(1,382)
(1,219)
(884)
(1,605)
$
3,560,570 $
(9,391) $
Total
374,470
766,006
225,803
211,103
86,485
1,887,312
3,551,179
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, 2022, 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, 2022, an aggregate of 2,474,710 LTIP units have been issued under the 2013 Plan,
1,345,880 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 April 6, 2026.
F-34
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.
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 $5.9 million, $5.1 million and $3.9 million for the years
ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, total unvested compensation cost
not yet recognized was $5.5 million. The Company expects to recognize this compensation cost over a period of
approximately 3.3 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, 2022, 2021 and 2020:
2022
Time-Based LTIP Unit Awards
2021
2020
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
158,976 $
71,673
(92,073)
(6,162)
Unvested at end of year
132,414 $
36.95
58.42
36.58
47.34
48.35
170,265 $
98,376
(105,561)
(4,104)
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
The aggregate fair value of the time-based LTIP unit awards that vested during the years ended December 31,
2022, 2021 and 2020 was $3.4 million, $2.9 million and $3.1 million, respectively.
F-35
The following table summarizes activity for the performance-based LTIP unit awards granted during the year
ended December 31, 2022, 2021 and 2020, 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, 2019
Granted
Vested
Forfeited
Outstanding unvested at December 31, 2020
Granted
Vested
Forfeited
Outstanding unvested at December 31, 2021
Granted
Vested
Forfeited
Outstanding unvested at December 31, 2022
Performance-Based LTIP Unit Awards
Minimum
Target
Maximum
Weighted Average
Grant-Date Fair
Value
—
—
—
—
—
—
—
—
—
—
—
—
—
139,535
53,835
(40,390)
(18,493)
134,487
49,522
(37,908)
—
146,101
40,117
266,151 $
107,667
(90,874)
(32,930)
250,014 $
99,041
(47,206)
(9,656)
292,193 $
80,228
(42,744)
(85,485)
—
—
143,474
286,936 $
27.71
35.67
27.63
27.53
30.69
41.68
24.76
24.21
35.98
61.66
29.76
—
44.99
The aggregate fair value of the performance-based LTIP unit awards that vested during the year ended
December 31, 2022 and 2021 was $1.3 million and $0.9 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.
The following table summarizes the assumptions used to value the performance-based LTIP unit awards granted
during the years ended December 31, 2022, 2021 and 2020:
Risk-free interest rate
Dividend yield
Expected volatility
Acquisition Consideration Grants
2022
2021
2020
1.55 %
3.47 %
0.18 %
3.89 %
1.37 %
4.13 %
30.96 %
34.17 %
24.43 %
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, 2022, 2021 and 2020:
F-36
Total unvested units, December 31, 2019
Units vested in 2020
Units granted in 2020
Total unvested units, December 31, 2020
Units vested in 2021
Units forfeited
Total unvested units, December 31, 2021
Units vested in 2022
Units forfeited
Total unvested units, December 31, 2022
Total LTIP units
224,000
—
28,894
252,894
—
—
252,894
—
—
252,894
As of December 31, 2022, 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 year ended December 31, 2020 the Company issued 28,894 LTIP units, that were immediately
vested to consultants that provided acquisition services. During the year ended December 31, 2020 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 for the year ended December 31, 2020.
Restricted Common Shares
Through December 31, 2022, an aggregate of 133,868 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.
The following table summarizes activity for restricted common shares for the years ended December 31, 2022,
2021 and 2020:
2022
Year Ended December 31,
2021
2020
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
Unvested at end of year
30,659 $
10,405
(10,208)
(5,421)
25,435 $
40.41
57.97
34.83
45.21
48.90
29,929 $
29,248
(12,763)
(15,755)
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
The aggregate fair value of restricted common shares that vested during the years ended December 31, 2022,
2021 and 2020 was $0.4 million, $0.4 million and $0.3 million respectively. Total compensation cost recognized for
restricted common shares during the years ended December 31, 2022, 2021 and 2020 was $0.5 million, $0.4 million
and $0.4 million, respectively. At December 31, 2022, total unvested compensation cost not yet recognized was $0.8
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.
F-37
10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per common share for the years
ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts):
Year Ended December 31,
2021
2020
2022
Earnings per common share - basic and diluted
Numerator
Net income
Net income attributable to noncontrolling interests
Net income attributable to National Storage Affiliates Trust
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
$
183,765 $
146,935 $
79,478
(80,028)
103,737
(13,425)
(41,682)
105,253
(13,104)
(58)
(57)
90,254
—
92,092
40,231
(30,869)
48,609
(13,097)
(44)
35,468
—
Net income attributable to common shareholders - diluted
$
90,254 $
132,323 $
35,468
Denominator
Weighted average shares outstanding - basic
91,239
81,195
66,547
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
91,239
100
30,124
1,925
96
21,098
134,538
Earnings per share - basic
Earnings per share - diluted
Dividends declared per common share
$
$
$
0.99 $
0.99 $
2.15 $
1.13 $
0.98 $
1.59 $
60
—
—
—
—
66,607
0.53
0.53
1.35
As discussed in Note 2, the Company allocates GAAP income utilizing the HLBV method, in which the
Company allocates income or loss based on the change in each unitholders' claim on the net assets of its operating
partnership at period end after adjusting for any distributions or contributions made during such period. Due to the
stated liquidation priorities and because the HLBV method incorporates non-cash items such as depreciation
expense, in any given period, income or loss may be allocated disproportionately to National Storage Affiliates Trust
and noncontrolling interests, resulting in volatile fluctuations of basic and diluted earnings (loss) per share.
Outstanding equity interests of the Company's operating partnership and DownREIT partnerships are
considered potential common shares for purposes of calculating diluted earnings (loss) per share as the unitholders
may, through the exercise of redemption rights, obtain common shares, subject to various restrictions. Basic
earnings per share is calculated based on the weighted average number of common shares outstanding during the
period. Diluted earnings 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.
F-38
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, 2022, 415,269 unvested LTIP units that vest based on a service or market condition are
excluded from the calculation of diluted earnings per share as they are not dilutive to earnings per share. For the year
ended December 31, 2022, 252,894 unvested LTIP units that vest upon the future acquisition of properties are
excluded from the calculation of diluted earnings per share because the contingency for the units to vest has not been
attained as of the end of the reported period.
Subordinated performance units may also, under certain circumstances, be convertible into OP units which are
exchangeable for common shares as described above, and DownREIT subordinated performance units may, under
certain circumstances, be exchangeable for subordinated performance units on a one-for-one basis. Subordinated
performance units are only convertible into OP units, after a two year lock-out period and then generally (i) at the
holder’s election only upon the achievement of certain performance thresholds relating to the properties to which
such subordinated performance units relate or (ii) at the Company's election upon a retirement event of a PRO that
holds such subordinated performance units or upon certain qualifying terminations. Although subordinated
performance units may only be convertible after a two year lock-out period, the Company assumes a hypothetical
conversion of each subordinated performance unit (including each DownREIT subordinated performance unit) into
OP units (with subsequently assumed redemption into common shares) for the purposes of calculating diluted
weighted average common shares. This hypothetical conversion is calculated using historical financial information,
and as a result, is not necessarily indicative of the results of operations, cash flows or financial position of the
Company upon expiration of the two-year lock out period on conversions.
For the years ended December 31, 2022 and 2021, potential common shares totaling 58.7 million and 48.2
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
per share as they are not dilutive to earnings 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, 2022, 2021 and 2020, the Company incurred $22.6 million,
$20.4 million and $16.4 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, 2022, 2021 and 2020, the Company incurred $29.3
million, $27.9 million and $25.9 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.
F-39
Due Diligence Costs
During the years ended December 31, 2022, 2021 and 2020, the Company incurred $0.4 million, $1.7 million
and $0.5 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, 2022, 2021 and 2020 these due diligence costs are capitalized as part of the basis of the
acquired self storage properties.
PRO Retirement
In connection with the retirement of Northwest as a PRO as discussed in Note 1, Note 3, and Note 6, effective
as of January 1, 2022, 2,078,357 Series NW subordinated performance units converted into 3,911,260 OP units as a
non-voluntary conversion. Of these, (i) a company owned and controlled by J. Timothy Warren, a trustee of the
Company, received 13,213 OP units with a value of $0.9 million 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 with a value of $20.5 million upon the conversion of 157,149 Series NW subordinated
performance units.
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.
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 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.
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.
F-40
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 12 to 70 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 $1.6 million, $1.7 million and $1.8 million for
the years ended December 31, 2022, 2021 and 2020, respectively.
Office Leases
The Company has entered into non-cancelable lease agreements for its corporate office space with remaining
lease terms ranging from four to six 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 $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Solar Panel Leases
During year ended December 31, 2022, the Company entered into non-cancelable lease agreements for solar
panels with remaining lease terms of 20 years. Rent expense related to these solar panel leases is included in general
and administrative expenses in the accompanying consolidated statements of operations and amounted to
$0.1 million for the year ended December 31, 2022.
The weighted-average remaining lease term and the weighted-average discount rate for the Company's
operating leases as of December 31, 2022 are as follows:
Weighted-average remaining lease term
Real estate leasehold interests
Office leases
Solar Panels
Weighted-average remaining discount rate
Real estate leasehold interests
Office leases
Solar Panels
December 31, 2022
26 years
5 years
20 years
4.9 %
3.8 %
4.3 %
F-41
As of December 31, 2022, the future minimum lease payments under the Company's operating leases, for which
the Company is a lessee, are as follows (in thousands):
Year Ending December 31,
2023
2024
2025
2026
2027
2028 through 2092
Total lease payments
Less imputed interest
Total
$
$
Real Estate
Leasehold Interests Office Leases
1,464 $
$
430 $
Solar Panels
Total
1,470
1,521
1,549
1,567
32,091
39,662 $
(18,259)
21,403 $
450
456
429
97
97
1,959 $
(189)
1,770 $
150 $
150
154
165
165
3,177
3,961 $
(1,393)
2,568 $
2,044
2,070
2,131
2,143
1,829
35,365
45,582
(19,841)
25,741
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 $
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 $
1,924
1,894
1,920
1,977
1,978
33,852
43,545
(19,564)
23,981
Year Ending December 31,
2022
2023
2024
2025
2026
2027 through 2092
Total lease payments
Less imputed interest
Total
$
$
14. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The Company sometimes limits its exposure to interest rate fluctuations by entering into interest rate swap
agreements. The interest rate swap agreements moderate the Company's exposure to interest rate risk by effectively
converting the interest on variable rate debt to a fixed rate. The Company measures its interest rate swap derivatives
at fair value on a recurring basis. The 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.
F-42
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):
Interest Rate Swaps
Designated as Cash
Flow Hedges
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
Fair value at December 31, 2021
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, 2022
$
$
$
$
(77,918)
25
20,578
23,558
(33,757)
(33,757)
7
2,315
82,418
50,983
As of December 31, 2022 and 2021, the Company had outstanding interest rate swaps designated as cash flow
hedges with aggregate notional amounts of $1,410.0 million and $1,125.0 million, respectively. As of December 31,
2022, the Company's swaps had a weighted average remaining term of 3.0 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, 2022 remain constant,
the Company estimates that during the next 12 months, the Company would reclassify into earnings approximately
$31.8 million of the unrealized gains included in accumulated other comprehensive income (loss). If market interest
rates remain above the 2.27% weighted average fixed rate under these interest rate swaps the Company will continue
to 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, 2022 and 2021. 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,
2022 and 2021, 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, 2022 and 2021, 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, 2022 and 2021 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.
F-43
The fair values of fixed rate private placement notes and mortgages were estimated using the discounted
estimated future cash payments to be made on such debt; the discount rates used approximated current market rates
for loans, or groups of loans, with similar maturities and credit quality (categorized within Level 2 of the fair value
hierarchy). The combined principal balance of the Company’s fixed rate private placement notes was approximately
$1.23 billion as of December 31, 2022, with a fair value of approximately $1.0 billion. In determining the fair value,
the Company estimated a weighted average market interest rate of approximately 6.01%, compared to the weighted
average contractual interest rate of 3.40%. 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 millions. The combined principal balance of the Company's fixed rate mortgages payable was approximately
$299.6 million as of December 31, 2022 with a fair value of approximately $282.8 million. In determining the fair
value, the Company estimated a weighted average market interest rate of approximately 6.21%, compared to the
weighted average contractual interest rate of 4.10%. The combined principal balance of the Company's fixed rate
mortgages was approximately $303.9 million as of December 31, 2021 with a fair value of approximately $319.9
million. In determining the fair value as of December 31, 2021, the Company estimated a weighted average market
interest rate of approximately 2.55%, compared to the weighted average contractual interest rate of 4.12%.
15. SUBSEQUENT EVENTS
Move It Retirement
As discussed in Note 1, one of the Company's PROs, Move It, retired effective January 1, 2023. As a result of
the retirement event, management of our properties in the Move It managed portfolio was transferred to the
Company and the Move It 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 Move It. As part
of the internalization, a majority of Move It's employees were offered and provided employment by the Company
and will continue managing Move It'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 Move It, in connection with a
retirement event leading to the transfer of management of our properties to us and related intellectual property,
Move It was entitled to receive cash totaling $4.5 million. The Company allocated the purchase price to intangible
assets acquired, consisting of a management contract and the Move It trade name. The 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 Move It, effective as of January 1, 2023, 926,623
subordinated performance units related to Move It's managed portfolio were converted into 2,545,063 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 MI 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 MI 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.
On January 1, 2023, the Company, as acquiror, and Move It entered into a Contribution and Purchase
Agreement (the "Contribution Agreement") whereby the Company acquired an ownership interest (approximately
0.5%) 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 Move It.
The consideration paid for the interest in the Reinsurance Company and the rights to access fees associated with
the tenant insurance-related arrangements was $12.2 million of cash. The Contribution Agreement contains
customary representations, warranties, covenants and agreements of the Company and the sellers.
F-44
Credit Facility Recast
On January 3, 2023, the Company's operating partnership, as borrower, certain of its subsidiaries, as subsidiary
guarantors, and the Company entered into a third amended and restated credit agreement with a syndicated group of
lenders which expands the total borrowing capacity of its credit facility by $405.0 million to $1.955 billion with an
expansion feature to expand the total borrowing capacity to $2.5 billion. The maturity date of the revolving line of
credit is now January 2027, while the total borrowing capacity was increased to $950 million from $650 million. In
connection with the credit facility recast, the $125 million Term Loan A due January 2023 was eliminated by the
Company, Term Loan B increased from $250 million to $275 million, Term Loan C increased from $225 million to
$325 million, Term Loan D increased from $175 million to $275 million, Term Loan E increased from $125 million
to $130 million, and the Company eliminated the $175 million term loan facility due in June 2023. In connection
with the credit facility recast, effective January 3, 2023, all of our LIBOR-based interest rate swaps were converted
into SOFR-based interest rate swaps. Additionally, on November 14, 2022, we entered into a swap agreement that
became effective February 1, 2023 to fix $125.0 million of variable rate debt outstanding under Term Loan E at
4.86% through the maturity date.
Personal Mini Portfolio
On February 24, 2023, the Company entered into an agreement with affiliates of Personal Mini, one of the
Company's PROs, to acquire a portfolio of 15 properties located in Florida for approximately $145.0 million, subject
to receipt of approval from the selling entity's shareholders and other customary closing conditions. The Company
expects to complete the acquisition in the first quarter of 2023.
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.
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, 2022, the Company received notices requesting the conversion of (i)
397,000 subordinated performance units and (ii) 203,637 DownREIT subordinated performance units. Effective
January 1, 2023, the Company issued (i) 481,811 OP units and (ii) 195,573 DownREIT OP Units, respectively, in
satisfaction of such voluntary conversion requests.
F-45
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F-75
NATIONAL STORAGE AFFILIATES TRUST
SCHEDULE III-REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31, 2022, 2021 and 2020
(in thousands)
Self Storage properties:
Balance at beginning of year
Acquisitions and improvements
Write-off of fully depreciated assets and other
Dispositions
Balance at end of year
Accumulated depreciation:
Balance at beginning of year
Depreciation expense
Write-off of fully depreciated assets and other
Dispositions
Balance at end of year
$
$
$
$
2022
2021
2020
5,798,188 $
602,082
(1,145)
(7,553)
3,639,192 $
2,159,856
3,091,719
547,667
(860)
—
(194)
—
6,391,572 $
5,798,188 $
3,639,192
578,717 $
196,207
(371)
(1,892)
443,623 $
135,147
(53)
—
337,822
105,866
(65)
—
772,661 $
578,717 $
443,623
F-76
[This page intentionally left blank]
[This page intentionally left blank]
CORPORATE INFORMATION
BOARD OF TRUSTEES
TAMARA D. FISCHER
EXECUTIVE CHAIR OF THE BOARD OF TRUSTEES
ARLEN D. NORDHAGEN
VICE CHAIR OF THE BOARD OF TRUSTEES
PAUL W. HYLBERT, JR.
LEAD INDEPENDENT TRUSTEE
CHAD L. MEISINGER
STEVEN G. OSGOOD
DOMINIC M. PALAZZO
REBECCA L. STEINFORT
MARK VAN MOURICK
J. TIMOTHY WARREN
CHARLES F. WU
EXECUTIVE OFFICERS
DAVID G. CRAMER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND TRUSTEE NOMINEE
BRANDON S. TOGASHI
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
DEREK BERGEON
EXECUTIVE VICE PRESIDENT
AND CHIEF OPERATING OFFICER
TIFFANY S. KENYON
EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
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, 2022 as
filed 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 22, 2023 beginning at 11:00 a.m.
Mountain Daylight Time (MDT). The meeting will be held via
a virtual meeting live webcast at:
WWW.VIRTUALSHAREHOLDERMEETING.COM/NSA2023
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 2022 Annual Report constitute
forward-looking statements as such term is defined 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 difficult 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, financial condition, liquidity, results of operations, plans and
objectives. Changes in any circumstances may cause the Company’s
actual results to differ significantly 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 filed with the Securities and Exchange Commission
on February 27, 2023 and the other reports filed 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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D
PORTFOLIO, EARNINGS, DIVIDENDS
GROWTH
GROWTH IN CORE FFO1
Q2 2015 THROUGH Q4 2022
MULTI-FACETED ACQUISITION STRATEGY
Core FFO/Share
Dividend/Share
e
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S
/
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F
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C
$0.80
$0.70
$0.60
$0.50
$0.40
$0.30
$0.20
$0.10
$-
$0.80
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1,000
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N
800
600
400
200
0
AT FORMATION 2013
2014
2015
2016
2017
2018
2019 2020 2021
2022
e
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S
/
d
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D
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$0.70
$0.60
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$-
-
5
1
2
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-
6
1
2
Q
-
7
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2
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2
2
Q
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2
2
Q
At Formation Captive
3rd Party
New PROs
Joint Ventures
% OF NSA PROPERTIES
= 0%
< 2%
2 - 5%
5 - 10%
> 10%
1. The table above contains a non-GAAP financial measure, Core FFO per share, which is defined in our most recent Annual Report on Form 10-K filed 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 financial information prepared and presented in accordance with GAAP
and should not be considered as an alternative measure of liquidity. In addition, our definition 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 defined 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 2022 and the three months ended June 30, September 30 and
December 31 in each annual period from 2015 through 2022 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.
W W W . N A T I O N A L S T O R A G E A F F I L I A T E S . C O M
W W W . N A T I O N A L S T O R A G E A F F I L I A T E S . C O M