x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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46-5053858
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each Class
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Name of Each Exchange on Which Registered
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Common Shares of Beneficial Interest, $0.01 par value per share
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New York Stock Exchange
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Large Accelerated Filer
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¨
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Accelerated Filer
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¨
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Non-accelerated Filer
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x
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Smaller Reporting Company
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¨
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Documents Incorporated by Reference
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NATIONAL STORAGE AFFILIATES TRUST
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TABLE OF CONTENTS
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ANNUAL REPORT ON FORM 10-K
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For the Fiscal Year Ended December 31, 2015
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Item
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Page
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PART I
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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PART II
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5.
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Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
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6.
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Selected Financial Data
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7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures About Market Risk
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8.
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Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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PART III
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10.
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Directors, Executive Officers and Corporate Governance
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11.
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Executive Compensation
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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13.
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Certain Relationships and Related Transactions, and Director Independence
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14.
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Principal Accounting Fees and Services
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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•
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market trends in our industry, interest rates, the debt and lending markets or the general economy;
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our business and investment strategy;
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the acquisition of properties, including the timing of acquisitions;
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our relationships with, and our ability and timing to attract additional, participating regional operators ("PROs");
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our ability to effectively align the interests of our PROs with us and our shareholders;
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the integration of our PROs and their contributed portfolios into the Company, including into our financial and operational reporting infrastructure and internal control framework;
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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;
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our ability to access additional off-market acquisitions;
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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;
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the state of the U.S. economy generally or in specific geographic regions, states or municipalities;
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economic trends and economic recoveries;
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our ability to obtain and maintain financing arrangements on favorable terms;
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general volatility of the securities markets in which we participate;
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changes in the value of our assets;
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projected capital expenditures;
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•
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the impact of technology on our products, operations, and business;
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the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy);
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•
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changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;
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impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
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our ability to qualify, and maintain our qualification, as a real estate investment trust for U.S. federal income tax purposes ("REIT");
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availability of qualified personnel;
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the timing of conversions of subordinated performance units in NSA OP, LP (our "operating partnership") into common equity interests in our operating partnership and the conversion ratio in effect at such time;
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estimates relating to our ability to make distributions to our shareholders in the future; and
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our understanding of our competition.
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SecurCare, which is headquartered in Lone Tree, Colorado, has been operating since 1988 and is one of our PROs responsible for covering the mountain and southeast regions. SecurCare provided property management services to 134 of our properties located in California, Colorado, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina and Texas as of December 31, 2015. In January and February 2016, we acquired 10 additional properties in Colorado, Oklahoma, and Indiana that SecurCare will manage. SecurCare is currently managed by David Cramer, who has worked in the self storage industry for more than 17 years. Mr. Cramer is our mountain and southeast regional president and also leads our Technology and Best Practices Group.
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Northwest, which is headquartered in Portland, Oregon, is our PRO responsible for covering the northwest region. Northwest provided property management services to 65 of our properties located in Oregon and Washington as of December 31, 2015. Northwest is run by Kevin Howard, who founded the company over 30 years ago. Mr. Howard is our northwest regional president and is recognized in the industry for his successful track record as a self storage specialist in the areas of design and development, operation and property management, consultation, and brokerage.
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Optivest, which is based in Dana Point, California, is one of our PROs responsible for covering the southwest region. Optivest managed 29 of our properties located in Arizona, California, Nevada, New Hampshire and Texas as of December 31, 2015. In February 2016, we acquired five additional properties in New Hampshire that Optivest will manage. 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. Mr. Allan is our southwest regional president and is recognized as a self storage acquisition and development specialist.
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Guardian, which is based in Irvine, California, is one of our PROs responsible for covering portions of the southern California region and the Arizona market. Guardian managed 34 of our properties located in California and Arizona as of December 31, 2015. This operator is led by John Minar, who has over 30 years of self storage acquisition and operational management experience. Mr. Minar is our southern California regional president and brings close to 40 years of real estate acquisition, rehabilitation, ownership, and development experience to the Company.
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Move It, which is based in Dallas, Texas, is one of our PROs responsible for covering certain portions of the Texas market. Move It managed 12 of our properties in Texas as of December 31, 2015. In January 2016, we acquired one additional property in Texas that Move It will manage. This operator is led by its founder, Tracy Taylor, who has more than 40 years of experience in self storage development, acquisition and management. Mr. Taylor is our Texas market executive vice president and is currently on the board of directors for the Large Owners Council of the Self Storage Association.
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Storage Solutions, based in Chandler, Arizona, is our PRO responsible for covering most of the Arizona market. Storage Solutions managed three of our properties in Arizona as of December 31, 2015. This operator is led by its founder, Bill Bohannan, who is one of the largest operators in Phoenix and has more than 34 years of self storage acquisition, development and management experience. Mr. Bohannan is our Arizona market executive vice president and is recognized in the industry as a self storage acquisition, development and management specialist.
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Hide-Away is expected to become our PRO responsible for covering the western Florida market upon the closing of our transaction with Hide-Away and its related entities, which is expected to occur early in the second quarter of 2016. Based in Sarasota, Florida, Hide-Away is expected to manage 14 of our properties in western Florida. This operator is led by its founder, Stephen A. Wilson, one of the early developers of the self storage business, who has served for more than 35 years as the President of Hide-Away and its related entities, and is a former Chairman of the national Self-Storage Association.
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Number of
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Number of
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Rentable
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State
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Properties
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Units
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Square Feet
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Fair Value
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2015 Acquisitions:
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California
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25
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14,187
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1,872,646
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$
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159,802
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North Carolina
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11
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5,288
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681,528
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58,233
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Louisiana
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5
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2,192
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298,710
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16,500
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Arizona
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4
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2,024
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222,788
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23,270
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Texas
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3
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1,054
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155,889
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10,050
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South Carolina
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2
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724
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96,780
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6,694
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Georgia
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2
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607
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95,873
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8,050
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Florida
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2
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696
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80,556
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4,912
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Other
(1)
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4
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1,698
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204,420
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25,495
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Total
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58
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28,470
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3,709,190
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$
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313,006
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2014 Acquisitions:
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California
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21
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12,593
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1,522,705
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$
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190,171
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Oregon
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24
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10,077
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1,268,079
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116,337
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Texas
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14
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8,084
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1,250,804
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69,072
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Arizona
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7
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4,151
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520,881
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44,151
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Washington
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8
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2,933
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361,436
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29,617
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North Carolina
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4
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1,585
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205,384
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11,175
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Other
(2)
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5
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2,721
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337,015
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18,571
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Total
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83
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42,144
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5,466,304
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$
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479,094
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(1) Self storage properties in other states acquired during the year ended December 31, 2015 include Kentucky, Oregon, New Hampshire, and Washington.
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(2) Self storage properties in other states acquired during the year ended December 31, 2014 include Georgia, New Hampshire, and Nevada.
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•
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the interest rate of the proposed financing;
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the extent to which the financing impacts our flexibility in managing our properties;
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prepayment penalties and restrictions on refinancing;
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the purchase price of properties we acquire with debt financing;
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our long-term objectives with respect to the financing;
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our target investment returns;
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the ability of particular properties, and the Company as a whole, to generate cash flow sufficient to cover expected debt service payments;
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overall level of consolidated indebtedness;
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timing of debt maturities;
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provisions that require recourse and cross-collateralization;
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corporate credit ratios including debt service coverage, debt to total market capitalization and debt to undepreciated assets; and
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the overall ratio of fixed- and variable-rate debt.
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our board of trustees is not staggered, with each of our trustees subject to re-election annually;
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our board or trustees has determined that five of the eight persons who serve on our board of trustees are independent for purposes of the New York Stock Exchange ("NYSE") corporate governance listing standards and Rule 10A-3 under the Exchange Act;
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to avoid actual and perceived conflicts of interests between us and our PROs, certain decisions of our board of trustees must also be approved by a majority of our independent trustees;
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at least one of our trustees qualifies as an "audit committee financial expert" as defined by the SEC;
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we have opted out of the control share acquisition statute in the Maryland General Corporation Law (the "MGCL") and have exempted from the business combinations statute in the MGCL transactions between us and (1) any other person, provided that the business combination is first approved by our board of trustees (including a majority of trustees who are not affiliates or associates of such person), (2) Arlen D. Nordhagen and any of his affiliates and associates and (3) any person acting in concert with the foregoing;
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we do not have a shareholder rights plan and our board of trustees has adopted a policy that our board may not adopt any shareholder rights plan unless the adoption of the plan has been approved by shareholders representing a majority of the votes cast on the matter by shareholders entitled to vote on the matter, except that our board of trustees may adopt a shareholder rights plan without the prior approval of our shareholders if our board, in the exercise of its duties, determines that seeking prior shareholder approval would not be in our best interests under the circumstances then existing. The policy further provides that if a shareholder rights plan is adopted by our board without the prior approval of our shareholders, the shareholder rights plan will
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we have opted out of the unsolicited takeover (Title 3, Subtitle 8) provisions of the MGCL (which we may not opt into without the approval of our shareholders).
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For taxable years beginning after 2017, the percentage of a REIT's total assets that may be represented by securities of one or more TRSs is reduced from 25% to 20%.
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"Publicly offered REITs" (which generally include any REIT required to file annual and periodic reports with the SEC, including us) are no longer subject to the preferential dividend rules for taxable years beginning after 2014.
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For taxable years beginning after 2015, debt instruments issued by publicly offered REITs are qualifying assets for purposes of the 75% REIT asset test. However, no more than 25% of the value of a REIT's assets may consist of debt instruments that are issued by publicly offered REITs that are not otherwise treated as real estate assets, and interest on debt of a publicly offered REIT will not be qualifying income under the 75% REIT gross income test unless the debt is secured by real property.
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For taxable years beginning after 2015, to the extent rent attributable to personal property is treated as rents from real property (because rent attributable to the personal property for the taxable year does not exceed 15% of the total rent for the taxable year for such real and personal property), the personal property will be treated as a real estate asset for purposes of the 75% REIT asset test. Similarly, debt obligation secured by a mortgage on both real and personal property will be treated as a real estate asset for purposes of the 75% asset test, and interest thereon will be treated as interest on an obligation secured by real property, if the fair market value of the personal property does not exceed 15% of the fair market value of all property securing the debt.
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For taxable years beginning after 2014, the period during which dispositions of properties with net built-in gains from C corporations in carry-over basis transactions will trigger the built-in gains tax is reduced from ten years to five years.
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For taxable years beginning after 2015, a 100% excise tax will apply to "redetermined services income," i.e., non-arm's-length income of a REIT's TRS attributable to services provided to, or on behalf of, the REIT (other than services provided to REIT tenants, which are potentially taxed as redetermined rents).
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The rate of withholding tax applicable under FIRPTA to certain sales and other dispositions of U.S. real property interests ("USRPIs") by non-U.S. persons, and certain distributions from corporations whose stock may constitute a USRPI, is increased from 10% to 15% for dispositions and distributions occurring after February 16, 2016.
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For dispositions and distributions on or after December 18, 2015, the stock ownership thresholds for exemption from FIRPTA taxation on sale of stock of a publicly traded REIT and for recharacterizing capital gain dividends received from a publicly traded REIT as ordinary dividends is increased from not more than 5% to not more than 10%.
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Effective December 18, 2015, certain look-through, presumption, and other rules will apply for purposes of determining if we qualify as domestically controlled.
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For dispositions and distributions after December 18, 2015, certain "qualified foreign pension funds" satisfying certain requirements, as well as entities that are wholly owned by a qualified foreign pension fund, are exempt from income and withholding taxes applicable under FIRPTA. In addition, new FIRPTA rules apply to ownership of REIT shares by "qualified shareholders," which generally include publicly traded non-U.S. stockholders meeting certain requirements.
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business layoffs or downsizing, industry slowdowns, relocation of businesses and changing demographics;
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periods of economic slowdown or recession, declining demand for self storage or the public perception that any of these events may occur;
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local or regional real estate market conditions, such as competing properties, the oversupply of self storage or a reduction in demand for self storage in a particular area; and
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perceptions by prospective tenants of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located.
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we face competition from national (e.g., large public and private self storage companies, institutional investors and private equity funds), regional and local owners, operators and developers of self storage properties, which may result in higher property acquisition prices and reduced yields;
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we may not be able to achieve satisfactory completion of due diligence investigations and other customary closing conditions;
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we may fail to finance an acquisition on favorable terms or at all;
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we may spend more time and incur more costs than budgeted to make necessary improvements or renovations to acquired properties;
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we may experience difficulties in effectively integrating the financial and operational reporting systems of the properties or portfolios we acquire into (or supplanting such systems with) our financial and operational reporting infrastructure and internal control framework in a timely manner; and
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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, claims by
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downturns in the national, regional and local economic climate;
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local or regional oversupply, increased competition or reduction in demand for self storage space;
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vacancies or changes in market rents for self storage space;
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inability to collect rent from customers;
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increased operating costs, including maintenance, insurance premiums and real estate taxes;
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changes in interest rates and availability of financing;
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hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;
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significant expenditures associated with acquisitions, such as debt service payments, real estate taxes, insurance and maintenance costs, which are generally not reduced when circumstances cause a reduction in revenues from a property;
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costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and
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the relative illiquidity of real estate investments.
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actual receipt of an improper benefit or profit in money, property or services; or
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active and deliberate dishonesty by the trustee or officer that was established by a final judgment and is material to the cause of action.
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our cash flow may be insufficient to meet our required principal and interest payments;
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we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or to continue to make distributions required to maintain our qualification as a REIT;
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we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
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because a portion of our debt that bears interest at variable rates is not hedged, an increase in interest rates could materially increase our interest expense;
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we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;
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after debt service, the amount available for cash distributions to our shareholders is reduced;
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our debt level could place us at a competitive disadvantage compared to our competitors with less debt;
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we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;
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we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;
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we may default on our obligations and the lenders or mortgagees may enforce our guarantees;
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we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and
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our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in a default on other indebtedness or result in the foreclosures of other properties.
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the operational and financial performance of our properties;
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capital expenditures with respect to existing and newly acquired properties;
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•
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general and administrative expenses associated with our operation as a publicly-held REIT;
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•
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maintenance of our REIT qualification;
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•
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the amount of, and the interest rates on, our debt and the ability to refinance our debt;
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•
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the absence of significant expenditures relating to environmental and other regulatory matters; and
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•
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other risk factors described in this Annual Report on Form 10-K.
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Dividends
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||||||
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Declared
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||||||
Quarter Ended
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High
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Low
|
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(per share)
|
||||||
December 31, 2015
|
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$
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17.46
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|
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$
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13.26
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$
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0.20
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September 30, 2015
|
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15.21
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|
|
11.50
|
|
|
0.19
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|
|||
June 30, 2015
|
|
13.75
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|
|
12.05
|
|
|
0.15
|
|
|||
|
|
|
|
|
|
|
|
|
Year Ended
|
||
|
|
December 31, 2015
|
||
Ordinary Income
|
|
$
|
0.266752
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Return of Capital
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$
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0.273248
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Period
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Total number of shares purchased
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|
-
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Total number of shares purchased as part of publicly announced plans or programs
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Maximum numbers of shares that may yet be purchased under the plans or programs
|
|
October 1 - October 31, 2015
|
|
210
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|
(1)
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|
|
n/a
|
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n/a
|
November 1 - November 30, 2015
|
|
—
|
|
|
|
|
n/a
|
|
n/a
|
December 1 - December 31, 2015
|
|
1,249
|
|
(2)
|
|
|
n/a
|
|
n/a
|
(1) The number of shares purchased, which were without consideration, represents restricted common shares forfeited upon a termination of service.
|
|||||||
(2) The number of shares purchased represents restricted common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares issued to them. The price paid per share was $17.13 and is based on the closing price of our common shares as of December 31, 2015, the date of withholding.
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Period Ending
|
||||||
Index
|
|
4/23/2015
|
|
12/31/2015
|
||||
National Storage Affiliates Trust
|
|
$
|
100
|
|
|
$
|
137
|
|
S&P 500
|
|
100
|
|
|
98
|
|
||
Russell 2000
|
|
100
|
|
|
91
|
|
||
NAREIT All Equity REIT Index
|
|
100
|
|
|
101
|
|
(1) Combined in the table above for the year ended December 31, 2013 are our predecessor's historical results for the three months ended March 31, 2013 and the Company's historical results for the nine months ended December 31, 2013. For a discussion of our predecessor's and the Company's historical results for these periods, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations."
|
|||||||
(2) While we control our operating partnership, we did not have an ownership interest or share in our operating partnership's profits and losses prior to the completion of our initial public offering. As a result, all of our operating partnership's profits and losses for the periods ended December 31, 2014 and 2013 were allocated to owners other than us.
|
|||||||
(3) Earnings per share for the year ended December 31, 2013 has been computed by excluding our predecessor's net loss for the three months ended March 31, 2013. In addition, the weighted average shares outstanding has been computed for the period beginning on April 1, 2013, the date the Company commenced its operations.
|
|||||||
(4) For a discussion of our acquisition and disposition activity during the years ended December 31, 2015 and 2014, see "Note 6. Self Storage Property Acquisitions and Dispositions" in Item 8. "Financial Statements and Supplementary Data."
|
|||||||
(5) Rentable square feet includes all enclosed self storage units but excludes commercial, residential, and covered parking space.
|
|||||||
(6) Represents total occupied rentable square feet divided by total rentable square feet as of the end of the period.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
$
|
57,293
|
|
|
$
|
53,082
|
|
|
$
|
4,211
|
|
Non-Same store portfolio
|
72,576
|
|
|
21,755
|
|
|
50,821
|
|
|||
Total rental revenue
|
129,869
|
|
|
74,837
|
|
|
55,032
|
|
|||
Other property-related revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
1,448
|
|
|
1,387
|
|
|
61
|
|
|||
Non-Same store portfolio
|
2,602
|
|
|
746
|
|
|
1,856
|
|
|||
Total other property-related revenue
|
4,050
|
|
|
2,133
|
|
|
1,917
|
|
|||
Total revenue
|
133,919
|
|
|
76,970
|
|
|
56,949
|
|
|||
Property operating expenses
|
|
|
|
|
|
||||||
Same store portfolio
|
20,439
|
|
|
20,107
|
|
|
332
|
|
|||
Non-Same store portfolio
|
24,973
|
|
|
7,806
|
|
|
17,167
|
|
|||
Total property operating expenses
|
45,412
|
|
|
27,913
|
|
|
17,499
|
|
|||
General and administrative expenses
|
16,265
|
|
|
8,189
|
|
|
8,076
|
|
|||
Depreciation and amortization
|
40,651
|
|
|
23,785
|
|
|
16,866
|
|
|||
Total operating expenses
|
102,328
|
|
|
59,887
|
|
|
42,441
|
|
|||
Income from operations
|
31,591
|
|
|
17,083
|
|
|
14,508
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
20,779
|
|
|
23,033
|
|
|
(2,254
|
)
|
|||
Loss on early extinguishment of debt
|
914
|
|
|
1,020
|
|
|
(106
|
)
|
|||
Acquisition costs
|
4,765
|
|
|
9,558
|
|
|
(4,793
|
)
|
|||
Organizational and offering expenses
|
58
|
|
|
1,320
|
|
|
(1,262
|
)
|
|||
Non-operating expense (income)
|
279
|
|
|
(64
|
)
|
|
343
|
|
|||
Gain on sale of self storage properties
|
—
|
|
|
(1,427
|
)
|
|
1,427
|
|
|||
Other (income) expense
|
26,795
|
|
|
33,440
|
|
|
(6,645
|
)
|
|||
Net income (loss)
|
4,796
|
|
|
(16,357
|
)
|
|
21,153
|
|
|||
Net loss attributable to noncontrolling interests
|
7,644
|
|
|
16,357
|
|
|
(8,713
|
)
|
|||
Net income (loss) attributable to National Storage Affiliates Trust
|
$
|
12,440
|
|
|
$
|
—
|
|
|
$
|
12,440
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013 Combined
(1)
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
$
|
29,453
|
|
|
$
|
27,398
|
|
|
$
|
2,055
|
|
Non-Same store portfolio
|
45,384
|
|
|
11,837
|
|
|
33,547
|
|
|||
Total rental revenue
|
74,837
|
|
|
39,235
|
|
|
35,602
|
|
|||
Other property-related revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
731
|
|
|
660
|
|
|
71
|
|
|||
Non-Same store portfolio
|
1,402
|
|
|
269
|
|
|
1,133
|
|
|||
Total other property-related revenue
|
2,133
|
|
|
929
|
|
|
1,204
|
|
|||
Total revenue
|
76,970
|
|
|
40,164
|
|
|
36,806
|
|
|||
Property operating expenses
|
|
|
|
|
|
||||||
Same store portfolio
|
11,619
|
|
|
10,400
|
|
|
1,219
|
|
|||
Non-Same store portfolio
|
16,294
|
|
|
4,412
|
|
|
11,882
|
|
|||
Total property operating expenses
|
27,913
|
|
|
14,812
|
|
|
13,101
|
|
|||
General and administrative expenses
|
8,189
|
|
|
4,660
|
|
|
3,529
|
|
|||
Depreciation and amortization
|
23,785
|
|
|
9,375
|
|
|
14,410
|
|
|||
Total operating expenses
|
59,887
|
|
|
28,847
|
|
|
31,040
|
|
|||
Income from operations
|
17,083
|
|
|
11,317
|
|
|
5,766
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
23,033
|
|
|
19,605
|
|
|
3,428
|
|
|||
Loss on early extinguishment of debt
|
1,020
|
|
|
—
|
|
|
1,020
|
|
|||
Acquisition costs
|
9,558
|
|
|
3,383
|
|
|
6,175
|
|
|||
Organizational and offering expenses
|
1,320
|
|
|
50
|
|
|
1,270
|
|
|||
Non-operating expense (income)
|
(64
|
)
|
|
13
|
|
|
(77
|
)
|
|||
Gain on sale of self storage properties
|
(1,427
|
)
|
|
—
|
|
|
(1,427
|
)
|
|||
Other (income) expense
|
33,440
|
|
|
23,051
|
|
|
10,389
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013 Combined
(1)
|
|
Change
|
||||||
Net loss
|
(16,357
|
)
|
|
(11,734
|
)
|
|
(4,623
|
)
|
|||
Net loss attributable to noncontrolling interests
|
16,357
|
|
|
10,481
|
|
|
5,876
|
|
|||
Net income (loss) attributable to National Storage Affiliates Trust and our predecessor
|
$
|
—
|
|
|
$
|
(1,253
|
)
|
|
$
|
1,253
|
|
|
|
|
|
|
|
(1)
|
Our results of operations for the year ended December 31, 2013 reflects the combined results of operations of our predecessor for the three months ended March 31, 2013 and NSA for the nine months ended December 31, 2013, which are presented below on a stand-alone basis (dollars in thousands):
|
|
|
|
Stand-alone Historical Periods
|
||||||||
|
Combined Year Ended December 31, 2013
|
|
NSA Nine Months Ended December 31, 2013
|
|
Predecessor Three Months Ended March 31, 2013
|
||||||
Rental revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
$
|
27,398
|
|
|
$
|
20,948
|
|
|
$
|
6,450
|
|
Non-Same store portfolio
|
11,837
|
|
|
11,130
|
|
|
707
|
|
|||
Total rental revenue
|
39,235
|
|
|
32,078
|
|
|
7,157
|
|
|||
Other property-related revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
660
|
|
|
527
|
|
|
133
|
|
|||
Non-Same store portfolio
|
269
|
|
|
255
|
|
|
14
|
|
|||
Total other property-related revenue
|
929
|
|
|
782
|
|
|
147
|
|
|||
Total revenue
|
40,164
|
|
|
32,860
|
|
|
7,304
|
|
|||
Property operating expenses
|
|
|
|
|
|
||||||
Same store portfolio
|
10,400
|
|
|
7,905
|
|
|
2,495
|
|
|||
Non-Same store portfolio
|
4,412
|
|
|
3,981
|
|
|
431
|
|
|||
Total property operating expenses
|
14,812
|
|
|
11,886
|
|
|
2,926
|
|
|||
General and administrative expenses
|
4,660
|
|
|
4,149
|
|
|
511
|
|
|||
Depreciation and amortization
|
9,375
|
|
|
8,403
|
|
|
972
|
|
|||
Total operating expenses
|
28,847
|
|
|
24,438
|
|
|
4,409
|
|
|||
Income from operations
|
11,317
|
|
|
8,422
|
|
|
2,895
|
|
|||
Other (income) expense
|
|
|
|
|
|
||||||
Interest expense
|
19,605
|
|
|
15,439
|
|
|
4,166
|
|
|||
Acquisition costs
|
3,383
|
|
|
3,383
|
|
|
—
|
|
|||
Organizational and offering expenses
|
50
|
|
|
50
|
|
|
—
|
|
|||
Non-operating expense (income)
|
13
|
|
|
31
|
|
|
(18
|
)
|
|||
Other (income) expense
|
23,051
|
|
|
18,903
|
|
|
4,148
|
|
|||
Net loss
|
(11,734
|
)
|
|
(10,481
|
)
|
|
(1,253
|
)
|
|||
Net loss attributable to noncontrolling interests
|
10,481
|
|
|
10,481
|
|
|
—
|
|
|||
Net income (loss) attributable to National Storage Affiliates Trust and our predecessor
|
$
|
(1,253
|
)
|
|
$
|
—
|
|
|
$
|
(1,253
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
NSA
|
|
Combined
(1)
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(11,734
|
)
|
Add (subtract):
|
|
|
|
|
|
||||||
Real estate depreciation and amortization
|
40,303
|
|
|
23,605
|
|
|
9,375
|
|
|||
Gain on sale of self storage properties
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|||
FFO attributable to subordinated performance unitholders
(2)
|
(14,997
|
)
|
|
(7,305
|
)
|
|
(1,564
|
)
|
|||
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
|
30,102
|
|
|
(1,484
|
)
|
|
(3,923
|
)
|
|||
Add:
|
|
|
|
|
|
||||||
Acquisition costs
|
4,765
|
|
|
9,558
|
|
|
3,383
|
|
|||
Organizational and offering expenses
|
58
|
|
|
1,320
|
|
|
50
|
|
|||
Loss on early extinguishment of debt
|
914
|
|
|
1,020
|
|
|
—
|
|
|||
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
|
$
|
35,839
|
|
|
$
|
10,414
|
|
|
$
|
(490
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares and units outstanding - FFO and Core FFO:
(3)
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
15,463
|
|
|
1
|
|
|
1
|
|
|||
Weighted average restricted common shares outstanding
|
9
|
|
|
—
|
|
|
—
|
|
|||
Weighted average OP units outstanding
(4)
|
20,507
|
|
|
13,519
|
|
|
6,109
|
|
|||
Weighted average DownREIT OP unit equivalents outstanding
|
1,518
|
|
|
364
|
|
|
—
|
|
|||
Weighted average LTIP units outstanding
(5)
|
1,548
|
|
|
—
|
|
|
—
|
|
|||
Total weighted average shares and units outstanding - FFO and Core FFO
|
39,045
|
|
|
13,884
|
|
|
6,110
|
|
|||
|
|
|
|
|
|
||||||
FFO per share and unit
|
$
|
0.77
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.64
|
)
|
Core FFO per share and unit
|
$
|
0.92
|
|
|
$
|
0.75
|
|
|
$
|
(0.08
|
)
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
NSA
|
|
Combined
(1)
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(11,734
|
)
|
Add:
|
|
|
|
|
|
||||||
General and administrative expenses
|
16,265
|
|
|
8,189
|
|
|
4,660
|
|
|||
Depreciation and amortization
|
40,651
|
|
|
23,785
|
|
|
9,375
|
|
|||
Interest expense
|
20,779
|
|
|
23,033
|
|
|
19,605
|
|
|||
Loss on early extinguishment of debt
|
914
|
|
|
1,020
|
|
|
—
|
|
|||
Acquisition costs
|
4,765
|
|
|
9,558
|
|
|
3,383
|
|
|||
Organizational and offering expenses
|
58
|
|
|
1,320
|
|
|
50
|
|
|||
Gain on sale of self storage properties
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|||
Non-operating expense (income)
|
279
|
|
|
(64
|
)
|
|
13
|
|
|||
Net Operating Income
|
$
|
88,507
|
|
|
$
|
49,057
|
|
|
$
|
25,352
|
|
•
|
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
|
•
|
other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
Year Ended December 31,
|
||||||||||
|
NSA
|
|
Combined
(1)
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(11,734
|
)
|
Add:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
40,651
|
|
|
23,785
|
|
|
9,375
|
|
|||
Interest expense
|
20,779
|
|
|
23,033
|
|
|
19,605
|
|
|||
Loss on early extinguishment of debt
|
914
|
|
|
1,020
|
|
|
—
|
|
|||
EBITDA
|
67,140
|
|
|
31,481
|
|
|
17,246
|
|
|||
Add:
|
|
|
|
|
|
||||||
Acquisition costs
|
4,765
|
|
|
9,558
|
|
|
3,383
|
|
|||
Organizational and offering expenses
|
58
|
|
|
1,320
|
|
|
50
|
|
|||
Gain on sale of self storage properties
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|||
Equity-based compensation expense
(2)
|
3,027
|
|
|
1,468
|
|
|
1,104
|
|
|||
Adjusted EBITDA
|
$
|
74,990
|
|
|
$
|
42,400
|
|
|
$
|
21,783
|
|
|
|
|
|
|
|
•
|
recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets;
|
•
|
revenue enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue, value, or useful life 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.
|
|
Year Ending December 31,
|
|
|
|
|
||||||||||||||||||||||
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt financings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal
(1)
|
$
|
15,827
|
|
|
$
|
205,229
|
|
|
$
|
210,177
|
|
|
$
|
4,385
|
|
|
$
|
38,199
|
|
|
$
|
96,795
|
|
|
$
|
570,612
|
|
Interest
(2)
|
16,460
|
|
|
12,899
|
|
|
7,446
|
|
|
5,843
|
|
|
5,031
|
|
|
10,906
|
|
|
58,585
|
|
|||||||
Real estate leasehold interests
|
833
|
|
|
847
|
|
|
852
|
|
|
857
|
|
|
902
|
|
|
26,405
|
|
|
30,696
|
|
|||||||
Office lease
|
116
|
|
|
119
|
|
|
122
|
|
|
125
|
|
|
74
|
|
|
—
|
|
|
556
|
|
|||||||
Total
|
$
|
33,236
|
|
|
$
|
219,094
|
|
|
$
|
218,597
|
|
|
$
|
11,210
|
|
|
$
|
44,206
|
|
|
$
|
134,106
|
|
|
$
|
660,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes scheduled principal and premium/discount amortization and maturity payments related to our debt financings.
|
(2)
|
Interest is calculated until the maturity date (without regard to any extension that may be elected by the Company) based on the outstanding principal balance and the effective interest rate as of
December 31, 2015
.
|
(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.
|
(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.
|
INDEX TO EXHIBITS (1) (2)
|
|
Exhibit Number
|
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
|
Amended and Restated Bylaws of National Storage Affiliates Trust (Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, 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 by 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 NW Class B OP Units of NSA OP, LP (Exhibit 3.5 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
|
10.4
|
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)
|
10.5
|
Second Amended and Restated Partnership Unit Designation of Series SC Class B OP Units of NSA OP, LP (Exhibit 3.7 to the Quarterly Report on Form 10-Q, filed with the SEC on June 5, 2015, is incorporated herein by this reference)
|
10.6
|
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)
|
10.7
|
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)
|
10.8
|
Credit Agreement dated as of April 1, 2014 by and among NSA OP, LP, and certain of its subsidiaries, as Borrowers, National Storage Affiliates Trust and National Storage Affiliates Holdings, LLC, as Guarantors, the lenders from time to time party hereto, KeyBank National Association, as Administrative Agent, with Keybanc Capital Markets Inc., as Sole Bookrunner and Lead Arranger, and PNC Bank, National Association, and Wells Fargo Bank, National Association, as Co-Syndication Agents (Exhibit 10.15 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
|
10.9
|
Increase Agreement, dated as of July 21, 2014, by and among NSA OP, LP and certain of its Subsidiaries party to the Credit Agreement, as Borrowers, National Storage Affiliates Trust and National Storage Affiliates Holdings, LLC, as Guarantors, the lenders from time to time party hereto, and KeyBank National Association, as Administrative Agent for the Lenders (Exhibit 10.16 to the Registration Statement on Form S-11/A, filed with the SEC on April 1, 2015, is incorporated herein by this reference)
|
10.10
|
Increase Agreement, dated as of August 13, 2015, by and among NSA OP, LP and certain of its Subsidiaries party to the Credit Agreement, as Borrowers, National Storage Affiliates Trust and National Storage Affiliates Holdings, LLC, as Guarantors, the lenders from time to time party hereto, and KeyBank National Association, as Administrative Agent for the Lenders (Exhibit 10.8 to the Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2015, is incorporated herein by this reference)
|
23.1*
|
Consent of KPMG for National Storage Affiliates Trust and NSA Predecessor
|
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*
|
XBRL (Extensible Business Reporting Language). The following materials from NSA's Annual Report on Form 10-K for the year ended December 31, 2015, tagged in XBRL: ((i) consolidated balance sheets; (ii) consolidated and combined statements of operations; (iii) consolidated and combined statements of comprehensive income (loss); (iv) consolidated and combined statement of changes in equity; (v) consolidated and combined statements of cash flows; (vi) notes to consolidated financial statements; and (vii) financial statement schedule (3).
|
|
|
*
|
Filed herewith.
|
|
National Storage Affiliates Trust
|
|
|
By:
|
/s/ ARLEN D. NORDHAGEN
|
|
Arlen D. Nordhagen
|
|
chairman of the board of trustees, president
|
|
and chief executive officer
|
|
(principal executive officer)
|
Signature
|
Title
|
Date
|
National Storage Affiliates Trust
|
|
|
|
|
|
/s/ ARLEN D. NORDHAGEN
|
chairman of the board of trustees, president
|
March 10, 2016
|
Arlen D. Nordhagen
|
and chief executive officer
|
|
|
(principal executive officer)
|
|
|
|
|
/s/ TAMARA D. FISCHER
|
chief financial officer
|
March 10, 2016
|
Tamara D. Fischer
|
(principal accounting and financial officer)
|
|
|
|
|
/s/ GEORGE L. CHAPMAN
|
trustee
|
March 10, 2016
|
George L. Chapman
|
|
|
|
|
|
/s/ KEVIN M. HOWARD
|
trustee
|
March 10, 2016
|
Kevin M. Howard
|
|
|
|
|
|
/s/ PAUL W. HYLBERT, JR.
|
trustee
|
March 10, 2016
|
Paul W. Hylbert, Jr.
|
|
|
|
|
|
/s/ CHAD MEISINGER
|
trustee
|
March 10, 2016
|
Chad Meisinger
|
|
|
|
|
|
/s/ STEVEN G. OSGOOD
|
trustee
|
March 10, 2016
|
Steven G. Osgood
|
|
|
|
|
|
/s/ DOMINIC M. PALAZZO
|
trustee
|
March 10, 2016
|
Dominic M. Palazzo
|
|
|
|
|
|
/s/ MARK VAN MOURICK
|
trustee
|
March 10, 2016
|
Mark Van Mourick
|
|
|
NATIONAL STORAGE AFFILIATES TRUST
|
||
|
|
|
INDEX TO FINANCIAL STATEMENTS
|
||
|
||
|
Page
|
|
Financial Statements:
|
|
|
Report of Independent Registered Public Accounting Firm
|
||
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
||
Consolidated and Combined Statements of Operations of NSA for the Years Ended December 31, 2015, 2014, and the Nine Months Ended December 31, 2013, and NSA Predecessor for the Three Months Ended March 31, 2013
|
||
Consolidated and Combined Statements of Comprehensive Income (Loss) of NSA for the Years Ended December 31, 2015, 2014, and the Nine Months Ended December 31, 2013, and NSA Predecessor for the Three Months Ended March 31, 2013
|
||
Consolidated and Combined Statements of Changes in Equity (Deficit) of NSA for the Years Ended December 31, 2015, 2014, and the Nine Months Ended December 31, 2013, and NSA Predecessor for the Three Months Ended March 31, 2013
|
||
Consolidated and Combined Statements of Cash Flows of NSA for the Years Ended December 31, 2015, 2014, and the Nine Months Ended December 31, 2013, and NSA Predecessor for the Three Months Ended March 31, 2013
|
||
|
|
|
Notes to the Consolidated and Combined Financial Statements
|
||
|
|
|
Financial Statement Schedule:
|
|
|
Schedule III - Real Estate and Accumulated Depreciation
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Self storage properties
|
$
|
1,147,201
|
|
|
$
|
838,941
|
|
Less accumulated depreciation
|
(68,100
|
)
|
|
(39,614
|
)
|
||
Self storage properties, net
|
1,079,101
|
|
|
799,327
|
|
||
Cash and cash equivalents
|
6,665
|
|
|
9,009
|
|
||
Restricted cash
|
2,712
|
|
|
2,120
|
|
||
Debt issuance costs, net
|
4,740
|
|
|
6,346
|
|
||
Other assets, net
|
8,648
|
|
|
15,944
|
|
||
Total assets
|
$
|
1,101,866
|
|
|
$
|
832,746
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Debt financing
|
$
|
570,612
|
|
|
$
|
597,691
|
|
Accounts payable and accrued liabilities
|
9,694
|
|
|
10,012
|
|
||
Distributions payable
|
—
|
|
|
6,763
|
|
||
Deferred revenue
|
5,513
|
|
|
4,176
|
|
||
Total liabilities
|
585,819
|
|
|
618,642
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Equity
|
|
|
|
||||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 and 1,000 shares authorized, 23,015,751 and 1,000 shares issued and outstanding at December 31, 2015 and 2014, respectively
|
230
|
|
|
—
|
|
||
Additional paid-in capital
|
236,392
|
|
|
—
|
|
||
Retained earnings
|
11
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
Total shareholders' equity
|
236,633
|
|
|
—
|
|
||
Noncontrolling interests
|
279,414
|
|
|
214,104
|
|
||
Total equity
|
516,047
|
|
|
214,104
|
|
||
Total liabilities and equity
|
$
|
1,101,866
|
|
|
$
|
832,746
|
|
|
|
|
|
|
|
|
|
||||||||
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
REVENUE
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
$
|
129,869
|
|
|
$
|
74,837
|
|
|
$
|
32,078
|
|
|
$
|
7,157
|
|
Other property-related revenue
|
4,050
|
|
|
2,133
|
|
|
782
|
|
|
147
|
|
||||
Total revenue
|
133,919
|
|
|
76,970
|
|
|
32,860
|
|
|
7,304
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
45,412
|
|
|
27,913
|
|
|
11,886
|
|
|
2,926
|
|
||||
General and administrative expenses
|
16,265
|
|
|
8,189
|
|
|
4,149
|
|
|
511
|
|
||||
Depreciation and amortization
|
40,651
|
|
|
23,785
|
|
|
8,403
|
|
|
972
|
|
||||
Total operating expenses
|
102,328
|
|
|
59,887
|
|
|
24,438
|
|
|
4,409
|
|
||||
Income from operations
|
31,591
|
|
|
17,083
|
|
|
8,422
|
|
|
2,895
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(20,779
|
)
|
|
(23,033
|
)
|
|
(15,439
|
)
|
|
(4,166
|
)
|
||||
Loss on early extinguishment of debt
|
(914
|
)
|
|
(1,020
|
)
|
|
—
|
|
|
—
|
|
||||
Acquisition costs
|
(4,765
|
)
|
|
(9,558
|
)
|
|
(3,383
|
)
|
|
—
|
|
||||
Organizational and offering expenses
|
(58
|
)
|
|
(1,320
|
)
|
|
(50
|
)
|
|
—
|
|
||||
Non-operating (expense) income
|
(279
|
)
|
|
64
|
|
|
(31
|
)
|
|
18
|
|
||||
Gain on sale of self storage properties
|
—
|
|
|
1,427
|
|
|
—
|
|
|
—
|
|
||||
Other income (expense)
|
(26,795
|
)
|
|
(33,440
|
)
|
|
(18,903
|
)
|
|
(4,148
|
)
|
||||
Net income (loss)
|
4,796
|
|
|
(16,357
|
)
|
|
(10,481
|
)
|
|
(1,253
|
)
|
||||
Net loss attributable to noncontrolling interests
|
7,644
|
|
|
16,357
|
|
|
10,481
|
|
|
—
|
|
||||
Net income (loss) attributable to National Storage Affiliates Trust and NSA predecessor
|
$
|
12,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,253
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share - basic
|
$
|
0.80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
Earnings (loss) per share - diluted
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
15,463
|
|
|
1
|
|
|
1
|
|
|
|
|||||
Weighted average shares outstanding - diluted
|
45,409
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(10,481
|
)
|
|
$
|
(1,253
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on derivative contracts
|
(1,551
|
)
|
|
(1,942
|
)
|
|
—
|
|
|
—
|
|
||||
Reclassification of other comprehensive loss to interest expense
|
1,699
|
|
|
1,077
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
148
|
|
|
(865
|
)
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss)
|
4,944
|
|
|
(17,222
|
)
|
|
(10,481
|
)
|
|
(1,253
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests
|
7,496
|
|
|
17,222
|
|
|
10,481
|
|
|
—
|
|
||||
Comprehensive income (loss) attributable to National Storage Affiliates Trust and NSA predecessor
|
$
|
12,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||||
|
NSA
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|||||||||||||||
|
Predecessor
|
|
Common Shares
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Noncontrolling
|
|
Total
|
|||||||||||||||||
|
Deficit
|
|
Number
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Interests
|
|
Equity
|
|||||||||||||||
NSA Predecessor Balances, December 31, 2012
|
$
|
(12,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss of NSA Predecessor
|
(1,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NSA Predecessor Balances, March 31, 2013
|
$
|
(13,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NSA Balances, April 1, 2013
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Issuance of common shares
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
OP equity issuances for properties contributed by NSA Predecessor in reorganization of entities under common control
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,775
|
)
|
|
(23,775
|
)
|
||||||||
NSA Predecessor distributions and other
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,641
|
)
|
|
(1,641
|
)
|
||||||||
Issuance of OP units for cash, net of offering expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,916
|
|
|
5,916
|
|
||||||||
OP equity issuances in business combinations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
OP units and subordinated performance units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,568
|
|
|
83,568
|
|
||||||||
LTIP units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,918
|
|
|
2,918
|
|
||||||||
Equity-based compensation expense
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,104
|
|
|
1,104
|
|
||||||||
Receivables from partners for OP equity issued in business combinations
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220
|
)
|
|
(220
|
)
|
||||||||
Cash distributions to partners of OP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,192
|
)
|
|
(2,192
|
)
|
||||||||
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,481
|
)
|
|
(10,481
|
)
|
||||||||
NSA Balances, December 31, 2013
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,197
|
|
|
55,197
|
|
||||||||
Net OP equity issuances in business combinations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
OP units and subordinated performance units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142,223
|
|
|
142,223
|
|
||||||||
LTIP units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,652
|
|
|
3,652
|
|
||||||||
Receivables for issuance of OP equity
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,206
|
)
|
|
(5,206
|
)
|
||||||||
Noncontrolling interests in acquired subsidiaries
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,297
|
|
|
41,297
|
|
||||||||
Issuance of OP units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,294
|
|
|
6,294
|
|
||||||||
Equity-based compensation expense
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
|
1,468
|
|
||||||||
Issuance of LTIP units for acquisition expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
|
2,101
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|||||||||||||||
|
NSA
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|||||||||||||||
|
Predecessor
|
|
Common Shares
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Noncontrolling
|
|
Total
|
|||||||||||||||||
|
Deficit
|
|
Number
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Interests
|
|
Equity
|
|||||||||||||||
Issuance of subordinated performance units for related party acquisition expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,542
|
|
|
3,542
|
|
||||||||
Reduction in receivables from partners of OP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
194
|
|
||||||||
Distributions to limited partners of OP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,436
|
)
|
|
(19,436
|
)
|
||||||||
Other comprehensive loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(865
|
)
|
|
(865
|
)
|
||||||||
Net loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,357
|
)
|
|
(16,357
|
)
|
||||||||
NSA Balances, December 31, 2014
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214,104
|
|
|
214,104
|
|
||||||||
OP equity issuances in business combinations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
OP units and subordinated performance units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,113
|
|
|
42,113
|
|
||||||||
LTIP units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|
1,402
|
|
||||||||
Noncontrolling interests in acquired subsidiaries
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,137
|
|
|
21,137
|
|
||||||||
Redemption of common shares
|
|
|
(1,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common shares, net of offering expenses
|
|
|
23,000,000
|
|
|
230
|
|
|
270,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270,945
|
|
||||||||
Issuance of common shares, share based compensation plans
|
|
|
4,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Effect of changes in ownership for consolidated entities
|
|
|
—
|
|
|
—
|
|
|
(34,376
|
)
|
|
—
|
|
|
—
|
|
|
34,376
|
|
|
—
|
|
||||||||
Issuance of OP units
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,416
|
|
|
1,416
|
|
||||||||
Equity-based compensation expense
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
2,953
|
|
|
3,027
|
|
||||||||
Issuance of LTIP units for acquisition expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,020
|
|
|
1,020
|
|
||||||||
Issuance of restricted common shares
|
|
|
17,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Vesting and forfeitures of restricted common shares
|
|
|
(6,210
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||||||
Reduction in receivables from partners of OP
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,589
|
|
|
1,589
|
|
||||||||
Common share dividends
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,429
|
)
|
|
—
|
|
|
—
|
|
|
(12,429
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,200
|
)
|
|
(33,200
|
)
|
||||||||
Other comprehensive income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
148
|
|
||||||||
Net income (loss)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,440
|
|
|
—
|
|
|
(7,644
|
)
|
|
4,796
|
|
||||||||
NSA Balances, December 31, 2015
|
|
|
23,015,751
|
|
|
$
|
230
|
|
|
$
|
236,392
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
279,414
|
|
|
$
|
516,047
|
|
|
|
|
|
|
|
|
|
||||||||
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(10,481
|
)
|
|
$
|
(1,253
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
40,651
|
|
|
23,785
|
|
|
8,403
|
|
|
972
|
|
||||
Amortization of debt issuance costs
|
2,714
|
|
|
3,282
|
|
|
1,291
|
|
|
167
|
|
||||
Amortization of debt discount and premium, net
|
(1,747
|
)
|
|
495
|
|
|
3,229
|
|
|
1,421
|
|
||||
Loss on debt extinguishment
|
414
|
|
|
344
|
|
|
—
|
|
|
—
|
|
||||
Unrealized loss (gain) on fair value of derivatives
|
68
|
|
|
332
|
|
|
(245
|
)
|
|
(60
|
)
|
||||
Gain on sale of self storage properties
|
—
|
|
|
(1,427
|
)
|
|
—
|
|
|
—
|
|
||||
Issuance of subordinated performance units for related party payable
|
—
|
|
|
2,994
|
|
|
—
|
|
|
—
|
|
||||
LTIP units issued for acquisition expenses
|
1,020
|
|
|
1,460
|
|
|
—
|
|
|
—
|
|
||||
Equity-based compensation expense
|
3,027
|
|
|
1,468
|
|
|
1,104
|
|
|
—
|
|
||||
Change in assets and liabilities, net of effects of business combinations:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
1,076
|
|
|
1,051
|
|
|
(244
|
)
|
|
(120
|
)
|
||||
Other assets
|
(680
|
)
|
|
(271
|
)
|
|
705
|
|
|
(205
|
)
|
||||
Accounts payable and accrued liabilities
|
269
|
|
|
(126
|
)
|
|
2,129
|
|
|
315
|
|
||||
Deferred revenue
|
(198
|
)
|
|
(607
|
)
|
|
(103
|
)
|
|
109
|
|
||||
Net Cash Provided by Operating Activities
|
51,410
|
|
|
16,423
|
|
|
5,788
|
|
|
1,346
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Acquisition of self storage properties
|
(171,822
|
)
|
|
(217,939
|
)
|
|
(103,828
|
)
|
|
—
|
|
||||
Capital expenditures
|
(4,072
|
)
|
|
(3,843
|
)
|
|
(2,188
|
)
|
|
(205
|
)
|
||||
Note receivable from PROs
|
—
|
|
|
(12,813
|
)
|
|
—
|
|
|
—
|
|
||||
Deposits and advances for self storage property acquisitions
|
(738
|
)
|
|
(913
|
)
|
|
—
|
|
|
—
|
|
||||
Expenditures for corporate furniture, equipment and other
|
(418
|
)
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
||||
Change in restricted cash designated for capital expenditures
|
141
|
|
|
662
|
|
|
180
|
|
|
246
|
|
||||
Proceeds from sale of self storage properties
|
—
|
|
|
2,993
|
|
|
—
|
|
|
—
|
|
||||
Cash acquired in reorganization of entities under common control
|
—
|
|
|
—
|
|
|
3,469
|
|
|
—
|
|
||||
Net Cash (Used in) Provided By Investing Activities
|
(176,909
|
)
|
|
(231,999
|
)
|
|
(102,367
|
)
|
|
41
|
|
|
|
|
|
|
|
|
|
||||||||
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of common shares in IPO
|
278,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Borrowings under debt financings
|
258,443
|
|
|
372,839
|
|
|
150,372
|
|
|
—
|
|
||||
Proceeds from issuance of OP units and subordinated performance units
|
—
|
|
|
438
|
|
|
6,281
|
|
|
—
|
|
||||
Receipts for OP unit subscriptions
|
1,015
|
|
|
—
|
|
|
5,863
|
|
|
—
|
|
||||
Collection of receivables from issuance of OP equity
|
774
|
|
|
89
|
|
|
—
|
|
|
—
|
|
||||
Principal payments under debt financings
|
(357,273
|
)
|
|
(143,970
|
)
|
|
(48,048
|
)
|
|
(628
|
)
|
||||
Payment of dividends to common shareholders
|
(12,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions to noncontrolling interests
|
(37,992
|
)
|
|
(12,567
|
)
|
|
(2,192
|
)
|
|
—
|
|
||||
NSA Predecessor distributions and other
|
—
|
|
|
34
|
|
|
(1,641
|
)
|
|
—
|
|
||||
Change in restricted cash for financing activity
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt issuance costs
|
(1,848
|
)
|
|
(1,774
|
)
|
|
(2,495
|
)
|
|
—
|
|
||||
Equity offering costs
|
(5,438
|
)
|
|
(1,700
|
)
|
|
(365
|
)
|
|
—
|
|
||||
Net Cash Provided by (Used In) Financing Activities
|
123,155
|
|
|
213,389
|
|
|
107,775
|
|
|
(628
|
)
|
||||
(Decrease) Increase in Cash and Cash Equivalents
|
(2,344
|
)
|
|
(2,187
|
)
|
|
11,196
|
|
|
759
|
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
9,009
|
|
|
11,196
|
|
|
—
|
|
|
2,769
|
|
||||
End of period
|
$
|
6,665
|
|
|
$
|
9,009
|
|
|
$
|
11,196
|
|
|
$
|
3,528
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
20,206
|
|
|
$
|
18,771
|
|
|
$
|
18,933
|
|
|
$
|
2,604
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities
|
|
|
|
|
|
|
|
||||||||
Consideration exchanged in business combinations:
|
|
|
|
|
|
|
|
||||||||
Issuance of OP units and subordinated performance units
|
$
|
42,113
|
|
|
$
|
137,017
|
|
|
$
|
83,568
|
|
|
$
|
—
|
|
Deposits on acquisitions applied to purchase price
|
745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
LTIP units vesting upon acquisition of properties
|
1,402
|
|
|
3,652
|
|
|
2,918
|
|
|
—
|
|
||||
Assumption of mortgages payable
|
73,498
|
|
|
65,816
|
|
|
4,461
|
|
|
—
|
|
||||
Note payable to related party to settle assumed mortgages
|
5,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
Other net liabilities assumed
|
511
|
|
|
2,403
|
|
|
1,030
|
|
|
—
|
|
||||
OP units in exchange for receivable from seller
|
—
|
|
|
5,206
|
|
|
220
|
|
|
—
|
|
||||
Notes receivable settled upon acquisition of properties
|
1,778
|
|
|
11,035
|
|
|
—
|
|
|
—
|
|
||||
Fair value of noncontrolling interests in acquired subsidiaries
|
21,137
|
|
|
41,297
|
|
|
—
|
|
|
—
|
|
||||
Issuance of OP units for settlement of subscription liability
|
1,416
|
|
|
5,863
|
|
|
—
|
|
|
—
|
|
||||
Settlement of acquisition receivables from distributions
|
1,473
|
|
|
105
|
|
|
—
|
|
|
—
|
|
||||
Increase in lender participation liability and related discount
|
—
|
|
|
770
|
|
|
1,971
|
|
|
767
|
|
||||
Increase in OP unit subscription liability through reduced distributions
|
498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Decrease) increase in payables for deferred offering costs
|
(1,379
|
)
|
|
1,418
|
|
|
—
|
|
|
—
|
|
||||
Settlement of debt issuance costs from borrowings
|
—
|
|
|
3,763
|
|
|
1,966
|
|
|
—
|
|
||||
Settlement of offering expenses from IPO proceeds
|
20,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Contributions by NSA Predecessor in reorganization of entities under common control:
|
|
|
|
|
|
|
|
||||||||
Self storage properties, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159,509
|
|
|
$
|
—
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
2,567
|
|
|
—
|
|
||||
Debt issuance costs, net
|
—
|
|
|
—
|
|
|
816
|
|
|
—
|
|
||||
Other assets
|
—
|
|
|
—
|
|
|
795
|
|
|
—
|
|
||||
Mortgages and notes payable
|
—
|
|
|
—
|
|
|
(163,302
|
)
|
|
—
|
|
||||
Participating mortgage payable
|
—
|
|
|
—
|
|
|
(23,467
|
)
|
|
—
|
|
||||
Accounts payable and other accrued liabilities
|
—
|
|
|
—
|
|
|
(2,920
|
)
|
|
—
|
|
||||
Deferred revenue
|
—
|
|
|
—
|
|
|
(1,242
|
)
|
|
—
|
|
||||
Non-cash liabilities of NSA Predecessor in excess of assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,244
|
)
|
|
$
|
—
|
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||
OP units
|
21,556,006
|
|
|
18,817,088
|
|
Subordinated performance units
|
9,302,989
|
|
|
8,447,679
|
|
LTIP units
|
2,784,761
|
|
|
2,689,780
|
|
DownREIT units
|
|
|
|
||
DownREIT OP units
|
1,834,786
|
|
|
1,275,979
|
|
DownREIT subordinated performance units
|
4,386,999
|
|
|
3,009,884
|
|
Total
|
39,865,541
|
|
|
34,240,410
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
315,867
|
|
|
$
|
236,691
|
|
Buildings and improvements
|
829,093
|
|
|
600,284
|
|
||
Furniture and equipment
|
2,241
|
|
|
1,966
|
|
||
Total self storage properties
|
1,147,201
|
|
|
838,941
|
|
||
Less accumulated depreciation
|
(68,100
|
)
|
|
(39,614
|
)
|
||
Self storage properties, net
|
$
|
1,079,101
|
|
|
$
|
799,327
|
|
|
Total Predecessor
|
|
Exclusions
|
|
Contributions to NSA
|
||||||
Assets acquired:
|
|
|
|
|
|
||||||
Self storage properties, net
|
$
|
171,537
|
|
|
$
|
(12,028
|
)
|
|
$
|
159,509
|
|
Cash and cash equivalents
|
3,528
|
|
|
(59
|
)
|
|
3,469
|
|
|||
Restricted cash
|
2,567
|
|
|
—
|
|
|
2,567
|
|
|||
Debt issuance costs, net
|
816
|
|
|
—
|
|
|
816
|
|
|||
Other assets, net
|
910
|
|
|
(115
|
)
|
|
795
|
|
|||
Total assets acquired
|
179,358
|
|
|
(12,202
|
)
|
|
167,156
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
||||||
Debt financing
|
(188,402
|
)
|
|
1,633
|
|
|
(186,769
|
)
|
|||
Accounts payable and accrued liabilities
|
(3,021
|
)
|
|
101
|
|
|
(2,920
|
)
|
|||
Deferred revenue
|
(1,339
|
)
|
|
97
|
|
|
(1,242
|
)
|
|||
Predecessor deficit
|
$
|
(13,404
|
)
|
|
$
|
(10,371
|
)
|
|
$
|
(23,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquisitions Closed During the Three Months Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
Summary of Consideration
|
|
|
|
|
|||||||||||||||||||||||
|
Number of Properties
|
|
|
|
Value of OP Equity
(2)
|
|
Settlement of Note Receivable
|
|
Liabilities Assumed (Assets Acquired)
|
|
Noncontrolling Interests
(4)
|
|
Total Fair Value
|
|||||||||||||||||
|
Cash
(1)
|
|
|
|
Mortgages
(3)
|
|
Other
|
|
|
|||||||||||||||||||||
3/31/2015
|
|
6
|
|
$
|
6,991
|
|
|
$
|
8,954
|
|
|
$
|
1,778
|
|
|
$
|
16,442
|
|
|
$
|
70
|
|
|
$
|
6,770
|
|
|
$
|
41,005
|
|
6/30/2015
|
|
21
|
|
41,277
|
|
|
22,971
|
|
|
—
|
|
|
30,547
|
|
|
288
|
|
|
—
|
|
|
95,083
|
|
|||||||
9/30/2015
|
|
15
|
|
84,673
|
|
|
10,188
|
|
|
—
|
|
|
2,866
|
|
|
512
|
|
|
8,327
|
|
|
106,566
|
|
|||||||
12/31/2015
|
|
16
|
|
39,626
|
|
|
1,402
|
|
|
—
|
|
|
23,643
|
|
|
(359
|
)
|
|
6,040
|
|
|
70,352
|
|
|||||||
Total
|
|
58
|
|
$
|
172,567
|
|
|
$
|
43,515
|
|
|
$
|
1,778
|
|
|
$
|
73,498
|
|
|
$
|
511
|
|
|
$
|
21,137
|
|
|
$
|
313,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
3/31/2014
|
|
1
|
|
$
|
1,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,905
|
|
6/30/2014
|
|
36
|
|
94,580
|
|
|
72,803
|
|
|
—
|
|
|
—
|
|
|
986
|
|
|
—
|
|
|
168,369
|
|
|||||||
9/30/2014
|
|
31
|
|
77,252
|
|
|
39,547
|
|
|
—
|
|
|
59,546
|
|
|
1,070
|
|
|
35,442
|
|
|
212,857
|
|
|||||||
12/31/2014
|
|
15
|
|
55,242
|
|
|
28,254
|
|
|
—
|
|
|
6,270
|
|
|
342
|
|
|
5,855
|
|
|
95,963
|
|
|||||||
Total
|
|
83
|
|
$
|
228,974
|
|
|
$
|
140,604
|
|
|
$
|
—
|
|
|
$
|
65,816
|
|
|
$
|
2,403
|
|
|
$
|
41,297
|
|
|
$
|
479,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes cash advances during 2014 of
$11.0 million
for notes receivable that subsequently settled as a reduction of cash payable for self storage property acquisitions.
|
(2)
|
Value of OP equity represents the fair value of OP units, subordinated performance units, and LTIP units. The amounts shown for OP equity are net of receivables from the OP equity holders of
$4.8 million
for the three months ended September 30, 2014 and
$0.4 million
for the three months ended December 31, 2014.
|
(3)
|
Includes fair value of debt adjustment for assumed mortgages of approximately
$2.2 million
and
$5.5 million
during the
year
s ended
December 31, 2015
and
2014
, respectively.
|
(4)
|
Represents the fair value of noncontrolling interests associated with self storage properties acquired in DownREIT partnerships. We estimate the portion of the fair value of the net assets owned by noncontrolling interests based on the fair value of the real estate and debt assumed.
|
|
Unaudited
|
||||||||||
|
NSA Year Ended December 31,
|
|
Combined
(1)
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Pro forma revenue:
|
|
|
|
|
|
||||||
Historical results
|
$
|
133,919
|
|
|
$
|
76,970
|
|
|
$
|
40,164
|
|
Acquisitions subsequent to December 31, 2015
(2)
|
4,348
|
|
|
—
|
|
|
—
|
|
|||
2015 Acquisitions
(3)
|
9,462
|
|
|
22,596
|
|
|
—
|
|
|||
2014 Acquisitions
|
—
|
|
|
28,377
|
|
|
46,500
|
|
|||
2013 Acquisitions
|
—
|
|
|
—
|
|
|
11,701
|
|
|||
Total
|
$
|
147,729
|
|
|
$
|
127,943
|
|
|
$
|
98,365
|
|
Pro forma net income (loss):
(4)
|
|
|
|
|
|
||||||
Historical results
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(11,734
|
)
|
Acquisitions subsequent to December 31, 2015
(2)
|
(142
|
)
|
|
—
|
|
|
—
|
|
|||
2015 Acquisitions
(3)
|
10,403
|
|
|
(7,258
|
)
|
|
—
|
|
|||
2014 Acquisitions
|
—
|
|
|
21,395
|
|
|
(17,721
|
)
|
|||
2013 Acquisitions
|
—
|
|
|
—
|
|
|
7,565
|
|
|||
Total
|
$
|
15,057
|
|
|
$
|
(2,220
|
)
|
|
$
|
(21,890
|
)
|
|
|
|
|
|
|
(1)
|
In order to present pro forma data in a way that offers a consistent period to period comparison, the historical results of operations of NSA for the nine months ended December 31, 2013 (consisting of total revenue of
$32.9 million
and net loss of
$10.5 million
) have been combined with the historical results of operations of NSA Predecessor for the three months ended March 31, 2013 (consisting of total revenue of
$7.3 million
and net loss of
$1.3 million
), after giving effect to the pro forma adjustments discussed above for the entire year ended December 31, 2013. The combination of NSA's historical operating results with the historical operating results of NSA Predecessor does not comply with U.S. GAAP and is presented solely for the purposes of this disclosure of pro forma operating results for the year ended December 31, 2013.
|
(2)
|
Reflects
nine
of the
16
self storage properties acquired during this period because the information required with respect to the
seven
remaining properties acquired during this period is not available to the Company.
|
(3)
|
Reflects
42
of the
58
self storage properties acquired during this period because the information required with respect to the
16
remaining properties acquired during this period is not available to the Company.
|
(4)
|
Significant assumptions and adjustments in preparation of the pro forma information include the following: (i) for the cash portion of the purchase price for self storage properties acquired during the year ended December 31, 2015 the Company assumed borrowings under the Company's
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Customer in-place leases, net of accumulated amortization of $4,312 and $5,469, respectively
|
$
|
4,209
|
|
|
$
|
7,700
|
|
Receivables:
|
|
|
|
||||
Trade, net
|
1,093
|
|
|
979
|
|
||
PROs and other affiliates
|
232
|
|
|
416
|
|
||
Note receivable from PRO
|
—
|
|
|
1,778
|
|
||
Property acquisition deposits
|
763
|
|
|
770
|
|
||
Interest rate derivative assets
|
331
|
|
|
—
|
|
||
Prepaid expenses and other
|
1,486
|
|
|
1,017
|
|
||
Corporate furniture, equipment and other, net
|
534
|
|
|
198
|
|
||
Deferred offering costs
|
—
|
|
|
3,086
|
|
||
Total
|
$
|
8,648
|
|
|
$
|
15,944
|
|
|
Interest
|
|
December 31,
|
||||||
|
Rate
(1)
|
|
2015
|
|
2014
|
||||
Credit Facility:
|
|
|
|
|
|
||||
Revolving line of credit
|
2.03%
|
|
$
|
187,975
|
|
|
$
|
166,217
|
|
Term loan
|
2.75%
|
|
200,000
|
|
|
144,558
|
|
||
Unsecured term loan
|
—
|
|
—
|
|
|
50,000
|
|
||
Fixed rate mortgages payable
|
3.93%
|
|
182,637
|
|
|
153,416
|
|
||
Variable rate mortgages payable
|
—
|
|
—
|
|
|
83,500
|
|
||
Total
|
|
|
$
|
570,612
|
|
|
$
|
597,691
|
|
(1)
|
Represents the effective interest rate as of
December 31, 2015
. Effective interest rate incorporates the stated rate plus the impact of interest rate cash flow hedges and discount and premium amortization, if applicable. For the revolving line of credit, the effective interest rate excludes fees for unused borrowings.
|
•
|
A senior revolving credit facility (the "revolving line of credit"), which provides for a total borrowing commitment up to
$350.0 million
, whereby the Company may borrow, repay and re-borrow amounts under the revolving line of credit. The borrowing commitment is subject to a borrowing base calculation, which only includes self storage properties with an occupancy rate of at least
75%
on a combined basis. As of
December 31, 2015
, we had the capacity to borrow an additional
$162.0 million
, subject to the borrowing base calculation. The Company is required to pay a fee which ranges from
0.20%
to
0.25%
of unused borrowings under the revolving line of credit. As of
December 31, 2015
, the pricing grid under the revolving line of credit provides for an interest rate equal to one-month London Interbank Offered Rate ("LIBOR") plus
1.60%
. The revolving line of credit matures in March 2017 and the Company may elect an extension of the maturity date until March 2018 by paying an extension fee equal to
0.20%
of the total borrowing commitment at the time of the extension.
|
•
|
A
$200.0 million
senior term loan (the "term loan") which provides that amounts borrowed may be repaid at any time but not re-borrowed. As of
December 31, 2015
, the pricing grid under the term loan provides for an interest rate equal to one-month LIBOR plus
1.50%
. No principal payments are required under the term loan until the maturity date in March 2018.
|
Year Ending December 31,
|
|
Contractual Principal
|
|
Premium Amortization
|
|
Total
|
||||||
2016
|
|
$
|
14,130
|
|
|
$
|
1,697
|
|
|
$
|
15,827
|
|
2017
|
|
204,129
|
|
|
1,100
|
|
|
205,229
|
|
|||
2018
|
|
209,192
|
|
|
985
|
|
|
210,177
|
|
|||
2019
|
|
3,468
|
|
|
917
|
|
|
4,385
|
|
|||
2020
|
|
37,635
|
|
|
564
|
|
|
38,199
|
|
|||
After 2021
|
|
96,332
|
|
|
463
|
|
|
96,795
|
|
|||
|
|
$
|
564,886
|
|
|
$
|
5,726
|
|
|
$
|
570,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Number of LTIP units
|
|
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
|
|||||||||
Outstanding unvested at beginning of year
|
509,166
|
|
|
$
|
10.07
|
|
|
287,600
|
|
|
$
|
9.28
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
6,000
|
|
|
13.00
|
|
|
378,550
|
|
|
10.37
|
|
|
406,600
|
|
|
9.28
|
|
|||
Vested
|
(278,901
|
)
|
|
9.84
|
|
|
(156,984
|
)
|
|
9.35
|
|
|
(119,000
|
)
|
|
9.28
|
|
|||
Unvested at end of year
|
236,265
|
|
|
$
|
10.41
|
|
|
509,166
|
|
|
$
|
10.07
|
|
|
287,600
|
|
|
$
|
9.28
|
|
|
|
|
|
|
Total LTIP units
|
|
|
Units issued on December 31, 2013
|
1,683,560
|
|
|
Units vested upon issuance in 2013 related to:
|
|
|
|
Properties contributed or sourced by PROs
|
(314,410
|
)
|
|
Contributions by NSA Predecessor
(1)
|
(107,080
|
)
|
|
Total unvested units, December 31, 2013
|
1,262,070
|
|
|
Units vested in 2014 related to:
|
|
|
|
Properties contributed or sourced by PROs
(2)
|
(379,970
|
)
|
|
Contributions by NSA Predecessor
(1)
|
(359,200
|
)
|
|
Total unvested units, December 31, 2014
|
522,900
|
|
|
Units vested in 2015 related to:
|
|
|
|
Properties contributed or sourced by PROs
(2)
|
(99,100
|
)
|
|
Total unvested units, December 31, 2015
|
423,800
|
|
(3)
|
|
|
|
(1)
|
The contribution of self storage properties by NSA Predecessor was accounted for as a reorganization of entities under common control and, accordingly, no value was recognized in the Company's financial statements for these LTIP units.
|
(2)
|
The aggregate fair value of vested LTIP units associated with self storage properties contributed or sourced by PROs represents consideration for the self storage property acquisitions set forth in Note 6.
|
(3)
|
As of
December 31, 2015
, the remaining unvested LTIP units will vest as additional self storage properties are contributed or sourced by the PROs. 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.
|
|
|
|
|
|||
|
Year Ended December 31,
|
|||||
|
2015
|
|||||
|
Number of Restricted Common Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Outstanding at beginning of year
|
—
|
|
|
$
|
—
|
|
Granted
|
17,210
|
|
|
12.40
|
|
|
Vested
|
(6,000
|
)
|
|
12.40
|
|
|
Forfeited
|
(210
|
)
|
|
12.40
|
|
|
Unvested at end of year
|
11,000
|
|
|
$
|
12.40
|
|
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings (loss) per common share - basic and diluted
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
4,796
|
|
|
$
|
(16,357
|
)
|
|
$
|
(10,481
|
)
|
Net loss attributable to noncontrolling interests
|
7,644
|
|
|
16,357
|
|
|
10,481
|
|
|||
Net income (loss) attributable to National Storage Affiliates Trust
|
12,440
|
|
|
—
|
|
|
—
|
|
|||
Distributed and undistributed earnings allocated to participating securities
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common shareholders - basic
|
12,431
|
|
|
—
|
|
|
—
|
|
|||
Effect of assumed conversion of dilutive securities
|
(4,919
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common shareholders - diluted
|
$
|
7,512
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
15,463
|
|
|
1
|
|
|
1
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Weighted average OP units outstanding
|
15,697
|
|
|
—
|
|
|
—
|
|
|||
Weighted average DownREIT OP unit equivalents outstanding
|
1,171
|
|
|
—
|
|
|
—
|
|
|||
Weighted average LTIP units outstanding
|
1,272
|
|
|
—
|
|
|
—
|
|
|||
Subordinated performance units and DownREIT subordinated performance unit equivalents
|
11,806
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding - diluted
|
45,409
|
|
|
1
|
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Earnings (loss) per share - basic
|
$
|
0.80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings (loss) per share - diluted
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividends declared per common share
|
$
|
0.54
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ending December 31,
|
|
Ground Leases
|
|
Office Lease
|
|
Total
|
||||||
2016
|
|
$
|
833
|
|
|
$
|
116
|
|
|
$
|
949
|
|
2017
|
|
847
|
|
|
119
|
|
|
966
|
|
|||
2018
|
|
852
|
|
|
122
|
|
|
974
|
|
|||
2019
|
|
857
|
|
|
125
|
|
|
982
|
|
|||
2020
|
|
902
|
|
|
74
|
|
|
976
|
|
|||
2021 through 2055
|
|
26,405
|
|
|
—
|
|
|
26,405
|
|
|||
|
|
$
|
30,696
|
|
|
$
|
556
|
|
|
$
|
31,252
|
|
|
Interest Rate Swaps Designated as Cash Flow Hedges
|
|
Non-hedge accounting Interest Rate Swaps
|
|
Total
|
||||||
Fair value at December 31, 2013
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
70
|
|
Unrealized losses included in interest expense
|
—
|
|
|
(277
|
)
|
|
(277
|
)
|
|||
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
|
1,077
|
|
|
—
|
|
|
1,077
|
|
|||
Unrealized losses included in accumulated other comprehensive loss
|
(1,942
|
)
|
|
—
|
|
|
(1,942
|
)
|
|||
Fair value at December 31, 2014
|
$
|
(865
|
)
|
|
$
|
(207
|
)
|
|
$
|
(1,072
|
)
|
Unrealized losses included in interest expense
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
|||
Designation of interest rate swap as a cash flow hedge
|
(270
|
)
|
|
270
|
|
|
—
|
|
|||
Cash flow hedge ineffectiveness
|
15
|
|
|
—
|
|
|
15
|
|
|||
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive loss
|
1,699
|
|
|
—
|
|
|
1,699
|
|
|||
Unrealized losses included in accumulated other comprehensive loss
|
(1,551
|
)
|
|
—
|
|
|
(1,551
|
)
|
|||
Fair value at December 31, 2015
|
$
|
(972
|
)
|
|
$
|
—
|
|
|
$
|
(972
|
)
|
|
For the three months ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||||
Total revenues
|
$
|
28,291
|
|
|
$
|
31,650
|
|
|
$
|
35,678
|
|
|
$
|
38,300
|
|
Total operating expenses
|
23,332
|
|
|
24,987
|
|
|
26,397
|
|
|
27,612
|
|
||||
Income from operations
|
4,959
|
|
|
6,663
|
|
|
9,281
|
|
|
10,688
|
|
||||
Net income (loss)
|
(2,771
|
)
|
|
93
|
|
|
2,109
|
|
|
5,365
|
|
||||
Net income (loss) attributable to National Storage Affiliates Trust
|
$
|
—
|
|
|
$
|
3,464
|
|
|
$
|
4,372
|
|
|
$
|
4,604
|
|
Earnings (loss) per share - basic
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
Earnings (loss) per share - diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
For the three months ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
2014
|
|
2014
|
|
2014
|
|
2014
|
||||||||
Total revenues
|
$
|
13,161
|
|
|
$
|
16,215
|
|
|
$
|
20,863
|
|
|
$
|
26,731
|
|
Total operating expenses
|
10,097
|
|
|
12,526
|
|
|
16,802
|
|
|
20,462
|
|
||||
Income from operations
|
3,064
|
|
|
3,689
|
|
|
4,061
|
|
|
6,269
|
|
||||
Net income (loss)
|
(2,803
|
)
|
|
(6,158
|
)
|
|
(5,025
|
)
|
|
(2,371
|
)
|
||||
Net income (loss) attributable to National Storage Affiliates Trust
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings (loss) per share - basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Earnings (loss) per share - diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Lake Havasu City-Kingman
|
|
AZ
|
|
$
|
671
|
|
|
$
|
1,572
|
|
|
$
|
—
|
|
|
$
|
671
|
|
|
$
|
1,572
|
|
|
$
|
2,243
|
|
|
$
|
141
|
|
|
4/1/2014
|
Lake Havasu City-Kingman
|
|
AZ
|
|
722
|
|
|
2,546
|
|
|
—
|
|
|
722
|
|
|
2,546
|
|
|
3,268
|
|
|
220
|
|
|
7/1/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,089
|
|
|
6,607
|
|
|
16
|
|
|
1,089
|
|
|
6,623
|
|
|
7,712
|
|
|
453
|
|
|
6/30/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
3,813
|
|
|
7,831
|
|
|
21
|
|
|
3,813
|
|
|
7,852
|
|
|
11,665
|
|
|
359
|
|
|
9/30/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,375
|
|
|
2,613
|
|
|
14
|
|
|
1,375
|
|
|
2,627
|
|
|
4,002
|
|
|
215
|
|
|
9/30/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,653
|
|
|
7,531
|
|
|
7
|
|
|
1,653
|
|
|
7,538
|
|
|
9,191
|
|
|
285
|
|
|
10/1/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,661
|
|
|
3,311
|
|
|
3
|
|
|
1,661
|
|
|
3,314
|
|
|
4,975
|
|
|
159
|
|
|
10/1/2014
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,050
|
|
|
5,359
|
|
|
—
|
|
|
1,050
|
|
|
5,359
|
|
|
6,409
|
|
|
132
|
|
|
1/1/2015
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,198
|
|
|
1,921
|
|
|
—
|
|
|
1,198
|
|
|
1,921
|
|
|
3,119
|
|
|
58
|
|
|
5/1/2015
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
1,324
|
|
|
3,626
|
|
|
11
|
|
|
1,324
|
|
|
3,637
|
|
|
4,961
|
|
|
88
|
|
|
5/1/2015
|
|||||||
Phoenix-Mesa-Glendale
|
|
AZ
|
|
3,816
|
|
|
4,348
|
|
|
3
|
|
|
3,816
|
|
|
4,351
|
|
|
8,167
|
|
|
103
|
|
|
5/1/2015
|
|||||||
Tucson
|
|
AZ
|
|
421
|
|
|
3,855
|
|
|
59
|
|
|
421
|
|
|
3,914
|
|
|
4,335
|
|
|
260
|
|
|
8/29/2013
|
|||||||
Tucson
|
|
AZ
|
|
716
|
|
|
1,365
|
|
|
1
|
|
|
716
|
|
|
1,366
|
|
|
2,082
|
|
|
172
|
|
|
8/29/2013
|
|||||||
Los Angeles-Long Beach-Santa Ana
|
|
CA
|
|
6,641
|
|
|
8,239
|
|
|
16
|
|
|
6,641
|
|
|
8,255
|
|
|
14,896
|
|
|
443
|
|
|
4/1/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
|
|
CA
|
|
1,122
|
|
|
1,881
|
|
|
—
|
|
|
1,122
|
|
|
1,881
|
|
|
3,003
|
|
|
128
|
|
|
6/30/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(2)
|
|
CA
|
|
7,186
|
|
|
12,771
|
|
|
5
|
|
|
7,186
|
|
|
12,776
|
|
|
19,962
|
|
|
672
|
|
|
9/17/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(2)(3)
|
|
CA
|
|
—
|
|
|
7,106
|
|
|
7
|
|
|
—
|
|
|
7,113
|
|
|
7,113
|
|
|
359
|
|
|
9/17/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(2)
|
|
CA
|
|
2,366
|
|
|
4,892
|
|
|
7
|
|
|
2,366
|
|
|
4,899
|
|
|
7,265
|
|
|
267
|
|
|
9/17/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(2)
|
|
CA
|
|
2,871
|
|
|
3,703
|
|
|
1
|
|
|
2,871
|
|
|
3,704
|
|
|
6,575
|
|
|
163
|
|
|
10/7/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(2)
|
|
CA
|
|
5,448
|
|
|
10,015
|
|
|
13
|
|
|
5,448
|
|
|
10,028
|
|
|
15,476
|
|
|
522
|
|
|
10/7/2014
|
|||||||
Los Angeles-Long Beach-Santa Ana
(3)
|
|
CA
|
|
—
|
|
|
13,150
|
|
|
4
|
|
|
—
|
|
|
13,154
|
|
|
13,154
|
|
|
427
|
|
|
1/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
(2)
|
|
CA
|
|
552
|
|
|
3,010
|
|
|
110
|
|
|
552
|
|
|
3,120
|
|
|
3,672
|
|
|
621
|
|
|
5/16/2008
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,342
|
|
|
4,446
|
|
|
28
|
|
|
1,342
|
|
|
4,474
|
|
|
5,816
|
|
|
765
|
|
|
4/1/2013
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,672
|
|
|
2,564
|
|
|
1
|
|
|
1,672
|
|
|
2,565
|
|
|
4,237
|
|
|
184
|
|
|
4/1/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
978
|
|
|
1,854
|
|
|
2
|
|
|
978
|
|
|
1,856
|
|
|
2,834
|
|
|
179
|
|
|
5/30/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,068
|
|
|
2,609
|
|
|
90
|
|
|
1,068
|
|
|
2,699
|
|
|
3,767
|
|
|
214
|
|
|
5/30/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,202
|
|
|
2,032
|
|
|
20
|
|
|
1,202
|
|
|
2,052
|
|
|
3,254
|
|
|
141
|
|
|
6/30/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,803
|
|
|
2,758
|
|
|
4
|
|
|
1,803
|
|
|
2,762
|
|
|
4,565
|
|
|
253
|
|
|
6/30/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,337
|
|
|
4,489
|
|
|
—
|
|
|
1,337
|
|
|
4,489
|
|
|
5,826
|
|
|
277
|
|
|
6/30/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
846
|
|
|
2,508
|
|
|
15
|
|
|
846
|
|
|
2,523
|
|
|
3,369
|
|
|
211
|
|
|
7/1/2014
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Riverside-San Bernardino-Ontario
(2)
|
|
CA
|
|
1,026
|
|
|
4,552
|
|
|
21
|
|
|
1,026
|
|
|
4,573
|
|
|
5,599
|
|
|
233
|
|
|
9/17/2014
|
|||||||
Riverside-San Bernardino-Ontario
(2)
|
|
CA
|
|
1,878
|
|
|
5,104
|
|
|
9
|
|
|
1,878
|
|
|
5,113
|
|
|
6,991
|
|
|
231
|
|
|
9/17/2014
|
|||||||
Riverside-San Bernardino-Ontario
(2)
|
|
CA
|
|
14,109
|
|
|
23,112
|
|
|
2
|
|
|
14,109
|
|
|
23,114
|
|
|
37,223
|
|
|
1,240
|
|
|
9/17/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
3,974
|
|
|
6,962
|
|
|
17
|
|
|
3,974
|
|
|
6,979
|
|
|
10,953
|
|
|
426
|
|
|
10/1/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
2,018
|
|
|
3,478
|
|
|
204
|
|
|
2,018
|
|
|
3,682
|
|
|
5,700
|
|
|
254
|
|
|
10/1/2014
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,842
|
|
|
3,420
|
|
|
3
|
|
|
1,842
|
|
|
3,423
|
|
|
5,265
|
|
|
115
|
|
|
1/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,981
|
|
|
3,323
|
|
|
3
|
|
|
1,981
|
|
|
3,326
|
|
|
5,307
|
|
|
138
|
|
|
1/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
3,418
|
|
|
9,907
|
|
|
12
|
|
|
3,418
|
|
|
9,919
|
|
|
13,337
|
|
|
131
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,913
|
|
|
6,072
|
|
|
7
|
|
|
1,913
|
|
|
6,079
|
|
|
7,992
|
|
|
95
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
772
|
|
|
4,044
|
|
|
12
|
|
|
772
|
|
|
4,056
|
|
|
4,828
|
|
|
75
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
597
|
|
|
5,464
|
|
|
6
|
|
|
597
|
|
|
5,470
|
|
|
6,067
|
|
|
73
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
3,022
|
|
|
8,124
|
|
|
7
|
|
|
3,022
|
|
|
8,131
|
|
|
11,153
|
|
|
126
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
2,897
|
|
|
5,725
|
|
|
6
|
|
|
2,897
|
|
|
5,731
|
|
|
8,628
|
|
|
100
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
2,835
|
|
|
5,589
|
|
|
3
|
|
|
2,835
|
|
|
5,592
|
|
|
8,427
|
|
|
81
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
2,484
|
|
|
5,903
|
|
|
3
|
|
|
2,484
|
|
|
5,906
|
|
|
8,390
|
|
|
71
|
|
|
8/5/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,139
|
|
|
5,054
|
|
|
—
|
|
|
1,139
|
|
|
5,054
|
|
|
6,193
|
|
|
43
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,401
|
|
|
4,577
|
|
|
—
|
|
|
1,401
|
|
|
4,577
|
|
|
5,978
|
|
|
30
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
925
|
|
|
3,459
|
|
|
—
|
|
|
925
|
|
|
3,459
|
|
|
4,384
|
|
|
31
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,174
|
|
|
2,556
|
|
|
17
|
|
|
1,174
|
|
|
2,573
|
|
|
3,747
|
|
|
26
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,506
|
|
|
2,913
|
|
|
—
|
|
|
1,506
|
|
|
2,913
|
|
|
4,419
|
|
|
24
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
631
|
|
|
2,307
|
|
|
5
|
|
|
631
|
|
|
2,312
|
|
|
2,943
|
|
|
26
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,318
|
|
|
2,394
|
|
|
—
|
|
|
1,318
|
|
|
2,394
|
|
|
3,712
|
|
|
26
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,942
|
|
|
2,647
|
|
|
—
|
|
|
1,942
|
|
|
2,647
|
|
|
4,589
|
|
|
33
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,339
|
|
|
2,830
|
|
|
—
|
|
|
1,339
|
|
|
2,830
|
|
|
4,169
|
|
|
27
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,105
|
|
|
2,672
|
|
|
—
|
|
|
1,105
|
|
|
2,672
|
|
|
3,777
|
|
|
31
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,542
|
|
|
2,127
|
|
|
—
|
|
|
1,542
|
|
|
2,127
|
|
|
3,669
|
|
|
25
|
|
|
10/1/2015
|
|||||||
Riverside-San Bernardino-Ontario
|
|
CA
|
|
1,478
|
|
|
4,534
|
|
|
2
|
|
|
1,478
|
|
|
4,536
|
|
|
6,014
|
|
|
31
|
|
|
10/1/2015
|
|||||||
San Diego-Carlsbad-San Marcos
(2)
|
|
CA
|
|
3,703
|
|
|
5,582
|
|
|
6
|
|
|
3,703
|
|
|
5,588
|
|
|
9,291
|
|
|
260
|
|
|
9/17/2014
|
|||||||
San Diego-Carlsbad-San Marcos
|
|
CA
|
|
3,544
|
|
|
4,915
|
|
|
3
|
|
|
3,544
|
|
|
4,918
|
|
|
8,462
|
|
|
230
|
|
|
10/1/2014
|
|||||||
San Diego-Carlsbad-San Marcos
(3)
|
|
CA
|
|
—
|
|
|
5,568
|
|
|
3
|
|
|
—
|
|
|
5,571
|
|
|
5,571
|
|
|
146
|
|
|
1/1/2015
|
|||||||
San Diego-Carlsbad-San Marcos
(3)
|
|
CA
|
|
—
|
|
|
4,041
|
|
|
3
|
|
|
—
|
|
|
4,044
|
|
|
4,044
|
|
|
200
|
|
|
1/31/2015
|
|||||||
Colorado Springs
|
|
CO
|
|
455
|
|
|
1,351
|
|
|
46
|
|
|
455
|
|
|
1,397
|
|
|
1,852
|
|
|
300
|
|
|
8/29/2007
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Colorado Springs
|
|
CO
|
|
588
|
|
|
2,162
|
|
|
1,076
|
|
|
588
|
|
|
3,238
|
|
|
3,826
|
|
|
621
|
|
|
3/26/2008
|
|||||||
Colorado Springs
|
|
CO
|
|
632
|
|
|
3,118
|
|
|
393
|
|
|
632
|
|
|
3,511
|
|
|
4,143
|
|
|
732
|
|
|
3/26/2008
|
|||||||
Colorado Springs
|
|
CO
|
|
414
|
|
|
1,535
|
|
|
307
|
|
|
414
|
|
|
1,842
|
|
|
2,256
|
|
|
383
|
|
|
5/1/2008
|
|||||||
Colorado Springs
(2)
|
|
CO
|
|
300
|
|
|
1,801
|
|
|
63
|
|
|
300
|
|
|
1,864
|
|
|
2,164
|
|
|
313
|
|
|
6/1/2009
|
|||||||
Denver-Aurora-Broomfield
|
|
CO
|
|
868
|
|
|
128
|
|
|
2,301
|
|
|
868
|
|
|
2,429
|
|
|
3,297
|
|
|
340
|
|
|
6/22/2009
|
|||||||
Fort Collins-Loveland
|
|
CO
|
|
3,213
|
|
|
3,087
|
|
|
92
|
|
|
3,213
|
|
|
3,179
|
|
|
6,392
|
|
|
677
|
|
|
8/29/2007
|
|||||||
Fort Collins-Loveland
|
|
CO
|
|
2,514
|
|
|
1,786
|
|
|
49
|
|
|
2,514
|
|
|
1,835
|
|
|
4,349
|
|
|
393
|
|
|
8/29/2007
|
|||||||
Lakeland-Winter Haven
(2)
|
|
FL
|
|
972
|
|
|
2,159
|
|
|
14
|
|
|
972
|
|
|
2,173
|
|
|
3,145
|
|
|
52
|
|
|
5/4/2015
|
|||||||
Tampa-St. Petersburg-Clearwater
(2)
|
|
FL
|
|
361
|
|
|
1,238
|
|
|
16
|
|
|
361
|
|
|
1,254
|
|
|
1,615
|
|
|
42
|
|
|
5/4/2015
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
515
|
|
|
687
|
|
|
96
|
|
|
515
|
|
|
783
|
|
|
1,298
|
|
|
171
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
272
|
|
|
1,357
|
|
|
223
|
|
|
272
|
|
|
1,580
|
|
|
1,852
|
|
|
333
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
702
|
|
|
1,999
|
|
|
281
|
|
|
702
|
|
|
2,280
|
|
|
2,982
|
|
|
494
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
1,413
|
|
|
1,590
|
|
|
156
|
|
|
1,413
|
|
|
1,746
|
|
|
3,159
|
|
|
377
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
341
|
|
|
562
|
|
|
126
|
|
|
341
|
|
|
688
|
|
|
1,029
|
|
|
154
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
553
|
|
|
847
|
|
|
163
|
|
|
553
|
|
|
1,010
|
|
|
1,563
|
|
|
223
|
|
|
8/29/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
85
|
|
|
445
|
|
|
227
|
|
|
85
|
|
|
672
|
|
|
757
|
|
|
159
|
|
|
9/28/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
(2)
|
|
GA
|
|
494
|
|
|
2,215
|
|
|
224
|
|
|
494
|
|
|
2,439
|
|
|
2,933
|
|
|
518
|
|
|
9/28/2007
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
1,614
|
|
|
2,476
|
|
|
4
|
|
|
1,614
|
|
|
2,480
|
|
|
4,094
|
|
|
44
|
|
|
7/29/2015
|
|||||||
Atlanta-Sandy Springs-Marietta
|
|
GA
|
|
1,595
|
|
|
2,143
|
|
|
4
|
|
|
1,595
|
|
|
2,147
|
|
|
3,742
|
|
|
46
|
|
|
7/29/2015
|
|||||||
Augusta
|
|
GA
|
|
84
|
|
|
539
|
|
|
147
|
|
|
84
|
|
|
686
|
|
|
770
|
|
|
163
|
|
|
8/29/2007
|
|||||||
Augusta
|
|
GA
|
|
205
|
|
|
686
|
|
|
141
|
|
|
205
|
|
|
827
|
|
|
1,032
|
|
|
182
|
|
|
8/29/2007
|
|||||||
Columbus
(2)
|
|
GA
|
|
169
|
|
|
342
|
|
|
147
|
|
|
169
|
|
|
489
|
|
|
658
|
|
|
80
|
|
|
5/1/2009
|
|||||||
Macon
|
|
GA
|
|
180
|
|
|
840
|
|
|
30
|
|
|
180
|
|
|
870
|
|
|
1,050
|
|
|
184
|
|
|
9/28/2007
|
|||||||
Savannah
|
|
GA
|
|
324
|
|
|
1,160
|
|
|
125
|
|
|
324
|
|
|
1,285
|
|
|
1,609
|
|
|
280
|
|
|
8/29/2007
|
|||||||
Savannah
(2)
|
|
GA
|
|
597
|
|
|
762
|
|
|
163
|
|
|
597
|
|
|
925
|
|
|
1,522
|
|
|
204
|
|
|
9/28/2007
|
|||||||
Savannah
|
|
GA
|
|
409
|
|
|
1,335
|
|
|
14
|
|
|
409
|
|
|
1,349
|
|
|
1,758
|
|
|
153
|
|
|
1/31/2014
|
|||||||
Savannah
|
|
GA
|
|
811
|
|
|
1,181
|
|
|
125
|
|
|
811
|
|
|
1,306
|
|
|
2,117
|
|
|
125
|
|
|
6/25/2014
|
|||||||
Louisville/Jefferson County
(2)
|
|
KY
|
|
2,174
|
|
|
3,667
|
|
|
23
|
|
|
2,174
|
|
|
3,690
|
|
|
5,864
|
|
|
87
|
|
|
5/1/2015
|
|||||||
Shreveport-Bossier City
|
|
LA
|
|
971
|
|
|
3,474
|
|
|
26
|
|
|
971
|
|
|
3,500
|
|
|
4,471
|
|
|
73
|
|
|
5/5/2015
|
|||||||
Shreveport-Bossier City
|
|
LA
|
|
964
|
|
|
3,573
|
|
|
15
|
|
|
964
|
|
|
3,588
|
|
|
4,552
|
|
|
102
|
|
|
5/5/2015
|
|||||||
Shreveport-Bossier City
|
|
LA
|
|
772
|
|
|
2,906
|
|
|
10
|
|
|
772
|
|
|
2,916
|
|
|
3,688
|
|
|
82
|
|
|
5/5/2015
|
|||||||
Shreveport-Bossier City
|
|
LA
|
|
479
|
|
|
1,439
|
|
|
24
|
|
|
479
|
|
|
1,463
|
|
|
1,942
|
|
|
43
|
|
|
5/5/2015
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Shreveport-Bossier City
|
|
LA
|
|
475
|
|
|
854
|
|
|
15
|
|
|
475
|
|
|
869
|
|
|
1,344
|
|
|
30
|
|
|
5/5/2015
|
|||||||
Meridian
(2)
|
|
MS
|
|
224
|
|
|
1,052
|
|
|
137
|
|
|
224
|
|
|
1,189
|
|
|
1,413
|
|
|
195
|
|
|
5/1/2009
|
|||||||
Meridian
(2)
|
|
MS
|
|
382
|
|
|
803
|
|
|
189
|
|
|
382
|
|
|
992
|
|
|
1,374
|
|
|
164
|
|
|
5/1/2009
|
|||||||
Asheville
|
|
NC
|
|
1,030
|
|
|
1,487
|
|
|
15
|
|
|
1,030
|
|
|
1,502
|
|
|
2,532
|
|
|
147
|
|
|
5/19/2014
|
|||||||
Asheville
|
|
NC
|
|
631
|
|
|
1,916
|
|
|
14
|
|
|
631
|
|
|
1,930
|
|
|
2,561
|
|
|
126
|
|
|
7/8/2014
|
|||||||
Charlotte-Concord-Gastonia
|
|
NC
|
|
1,871
|
|
|
4,174
|
|
|
12
|
|
|
1,871
|
|
|
4,186
|
|
|
6,057
|
|
|
99
|
|
|
5/1/2015
|
|||||||
Charlotte-Concord-Gastonia
(2)
|
|
NC
|
|
1,108
|
|
|
3,935
|
|
|
20
|
|
|
1,108
|
|
|
3,955
|
|
|
5,063
|
|
|
96
|
|
|
5/4/2015
|
|||||||
Charlotte-Concord-Gastonia
(2)
|
|
NC
|
|
2,301
|
|
|
4,458
|
|
|
23
|
|
|
2,301
|
|
|
4,481
|
|
|
6,782
|
|
|
115
|
|
|
5/4/2015
|
|||||||
Charlotte-Concord-Gastonia
(2)
|
|
NC
|
|
1,862
|
|
|
3,297
|
|
|
14
|
|
|
1,862
|
|
|
3,311
|
|
|
5,173
|
|
|
45
|
|
|
9/2/2015
|
|||||||
Durham-Chapel Hill
|
|
NC
|
|
390
|
|
|
1,025
|
|
|
163
|
|
|
390
|
|
|
1,188
|
|
|
1,578
|
|
|
258
|
|
|
8/29/2007
|
|||||||
Durham-Chapel Hill
(2)
|
|
NC
|
|
663
|
|
|
2,743
|
|
|
210
|
|
|
663
|
|
|
2,953
|
|
|
3,616
|
|
|
640
|
|
|
9/28/2007
|
|||||||
Durham-Chapel Hill
|
|
NC
|
|
1,024
|
|
|
1,383
|
|
|
373
|
|
|
1,024
|
|
|
1,756
|
|
|
2,780
|
|
|
360
|
|
|
9/28/2007
|
|||||||
Durham-Chapel Hill
(2)
|
|
NC
|
|
1,711
|
|
|
4,180
|
|
|
12
|
|
|
1,711
|
|
|
4,192
|
|
|
5,903
|
|
|
90
|
|
|
5/1/2015
|
|||||||
Fayetteville
|
|
NC
|
|
636
|
|
|
2,169
|
|
|
1,651
|
|
|
636
|
|
|
3,820
|
|
|
4,456
|
|
|
773
|
|
|
8/29/2007
|
|||||||
Fayetteville
(2)
|
|
NC
|
|
151
|
|
|
5,392
|
|
|
133
|
|
|
151
|
|
|
5,525
|
|
|
5,676
|
|
|
1,156
|
|
|
9/28/2007
|
|||||||
Fayetteville
|
|
NC
|
|
1,319
|
|
|
3,444
|
|
|
18
|
|
|
1,319
|
|
|
3,462
|
|
|
4,781
|
|
|
281
|
|
|
10/10/2013
|
|||||||
Fayetteville
|
|
NC
|
|
772
|
|
|
3,406
|
|
|
17
|
|
|
772
|
|
|
3,423
|
|
|
4,195
|
|
|
229
|
|
|
10/10/2013
|
|||||||
Fayetteville
(2)
|
|
NC
|
|
1,276
|
|
|
4,527
|
|
|
14
|
|
|
1,276
|
|
|
4,541
|
|
|
5,817
|
|
|
264
|
|
|
12/20/2013
|
|||||||
Fayetteville
|
|
NC
|
|
1,195
|
|
|
2,072
|
|
|
—
|
|
|
1,195
|
|
|
2,072
|
|
|
3,267
|
|
|
16
|
|
|
10/1/2015
|
|||||||
Fayetteville
|
|
NC
|
|
830
|
|
|
3,710
|
|
|
—
|
|
|
830
|
|
|
3,710
|
|
|
4,540
|
|
|
24
|
|
|
10/1/2015
|
|||||||
Greensboro-High Point
|
|
NC
|
|
873
|
|
|
769
|
|
|
180
|
|
|
873
|
|
|
949
|
|
|
1,822
|
|
|
209
|
|
|
8/29/2007
|
|||||||
Jacksonville
(2)
|
|
NC
|
|
1,265
|
|
|
2,123
|
|
|
16
|
|
|
1,265
|
|
|
2,139
|
|
|
3,404
|
|
|
75
|
|
|
5/1/2015
|
|||||||
Nonmetropolitan Area
|
|
NC
|
|
530
|
|
|
2,394
|
|
|
5
|
|
|
530
|
|
|
2,399
|
|
|
2,929
|
|
|
96
|
|
|
12/11/2014
|
|||||||
Nonmetropolitan Area
|
|
NC
|
|
667
|
|
|
2,066
|
|
|
7
|
|
|
667
|
|
|
2,073
|
|
|
2,740
|
|
|
87
|
|
|
12/11/2014
|
|||||||
Nonmetropolitan Area
(2)
|
|
NC
|
|
689
|
|
|
3,153
|
|
|
9
|
|
|
689
|
|
|
3,162
|
|
|
3,851
|
|
|
76
|
|
|
5/6/2015
|
|||||||
Raleigh-Cary
|
|
NC
|
|
396
|
|
|
1,700
|
|
|
167
|
|
|
396
|
|
|
1,867
|
|
|
2,263
|
|
|
423
|
|
|
8/29/2007
|
|||||||
Raleigh-Cary
|
|
NC
|
|
393
|
|
|
1,190
|
|
|
133
|
|
|
393
|
|
|
1,323
|
|
|
1,716
|
|
|
295
|
|
|
8/29/2007
|
|||||||
Raleigh-Cary
|
|
NC
|
|
907
|
|
|
2,913
|
|
|
89
|
|
|
907
|
|
|
3,002
|
|
|
3,909
|
|
|
637
|
|
|
8/29/2007
|
|||||||
Raleigh-Cary
(2)
|
|
NC
|
|
1,578
|
|
|
4,678
|
|
|
12
|
|
|
1,578
|
|
|
4,690
|
|
|
6,268
|
|
|
98
|
|
|
5/4/2015
|
|||||||
Wilmington
|
|
NC
|
|
1,283
|
|
|
1,747
|
|
|
82
|
|
|
1,283
|
|
|
1,829
|
|
|
3,112
|
|
|
396
|
|
|
8/29/2007
|
|||||||
Wilmington
(2)
|
|
NC
|
|
860
|
|
|
828
|
|
|
58
|
|
|
860
|
|
|
886
|
|
|
1,746
|
|
|
193
|
|
|
9/28/2007
|
|||||||
Wilmington
(2)
|
|
NC
|
|
1,881
|
|
|
4,618
|
|
|
10
|
|
|
1,881
|
|
|
4,628
|
|
|
6,509
|
|
|
103
|
|
|
5/1/2015
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Winston-Salem
|
|
NC
|
|
362
|
|
|
529
|
|
|
57
|
|
|
362
|
|
|
586
|
|
|
948
|
|
|
126
|
|
|
8/29/2007
|
|||||||
Concord
|
|
NH
|
|
632
|
|
|
1,040
|
|
|
6
|
|
|
632
|
|
|
1,046
|
|
|
1,678
|
|
|
212
|
|
|
6/24/2013
|
|||||||
Concord
|
|
NH
|
|
197
|
|
|
901
|
|
|
5
|
|
|
197
|
|
|
906
|
|
|
1,103
|
|
|
164
|
|
|
6/24/2013
|
|||||||
Dover-Durham
|
|
NH
|
|
1,488
|
|
|
7,300
|
|
|
17
|
|
|
1,488
|
|
|
7,317
|
|
|
8,805
|
|
|
429
|
|
|
7/1/2014
|
|||||||
Boston-Cambridge-Quincy
|
|
NH
|
|
899
|
|
|
3,863
|
|
|
2
|
|
|
899
|
|
|
3,865
|
|
|
4,764
|
|
|
38
|
|
|
9/22/2015
|
|||||||
Las Vegas-Paradise
|
|
NV
|
|
1,169
|
|
|
3,616
|
|
|
60
|
|
|
1,169
|
|
|
3,676
|
|
|
4,845
|
|
|
505
|
|
|
12/23/2013
|
|||||||
Las Vegas-Paradise
|
|
NV
|
|
389
|
|
|
2,850
|
|
|
29
|
|
|
389
|
|
|
2,879
|
|
|
3,268
|
|
|
215
|
|
|
4/1/2014
|
|||||||
Las Vegas-Paradise
|
|
NV
|
|
794
|
|
|
1,406
|
|
|
15
|
|
|
794
|
|
|
1,421
|
|
|
2,215
|
|
|
123
|
|
|
7/1/2014
|
|||||||
Oklahoma City
|
|
OK
|
|
388
|
|
|
3,142
|
|
|
133
|
|
|
388
|
|
|
3,275
|
|
|
3,663
|
|
|
737
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
213
|
|
|
1,383
|
|
|
48
|
|
|
213
|
|
|
1,431
|
|
|
1,644
|
|
|
323
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
561
|
|
|
2,355
|
|
|
400
|
|
|
561
|
|
|
2,755
|
|
|
3,316
|
|
|
638
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
349
|
|
|
2,368
|
|
|
382
|
|
|
349
|
|
|
2,750
|
|
|
3,099
|
|
|
635
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
466
|
|
|
2,544
|
|
|
98
|
|
|
466
|
|
|
2,642
|
|
|
3,108
|
|
|
581
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
144
|
|
|
1,576
|
|
|
136
|
|
|
144
|
|
|
1,712
|
|
|
1,856
|
|
|
406
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
168
|
|
|
1,696
|
|
|
240
|
|
|
168
|
|
|
1,936
|
|
|
2,104
|
|
|
444
|
|
|
5/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
220
|
|
|
1,606
|
|
|
82
|
|
|
220
|
|
|
1,688
|
|
|
1,908
|
|
|
370
|
|
|
5/30/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
376
|
|
|
1,460
|
|
|
31
|
|
|
376
|
|
|
1,491
|
|
|
1,867
|
|
|
327
|
|
|
5/30/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
337
|
|
|
2,788
|
|
|
87
|
|
|
337
|
|
|
2,875
|
|
|
3,212
|
|
|
624
|
|
|
5/30/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
487
|
|
|
2,449
|
|
|
1,158
|
|
|
487
|
|
|
3,607
|
|
|
4,094
|
|
|
574
|
|
|
5/30/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
590
|
|
|
1,502
|
|
|
1,737
|
|
|
590
|
|
|
3,239
|
|
|
3,829
|
|
|
621
|
|
|
8/29/2007
|
|||||||
Oklahoma City
|
|
OK
|
|
205
|
|
|
1,772
|
|
|
385
|
|
|
205
|
|
|
2,157
|
|
|
2,362
|
|
|
490
|
|
|
5/1/2009
|
|||||||
Tulsa
|
|
OK
|
|
548
|
|
|
1,892
|
|
|
73
|
|
|
548
|
|
|
1,965
|
|
|
2,513
|
|
|
419
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
764
|
|
|
1,386
|
|
|
370
|
|
|
764
|
|
|
1,756
|
|
|
2,520
|
|
|
371
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
1,305
|
|
|
2,533
|
|
|
110
|
|
|
1,305
|
|
|
2,643
|
|
|
3,948
|
|
|
563
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
940
|
|
|
2,196
|
|
|
213
|
|
|
940
|
|
|
2,409
|
|
|
3,349
|
|
|
512
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
59
|
|
|
466
|
|
|
163
|
|
|
59
|
|
|
629
|
|
|
688
|
|
|
150
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
426
|
|
|
1,424
|
|
|
221
|
|
|
426
|
|
|
1,645
|
|
|
2,071
|
|
|
440
|
|
|
8/29/2007
|
|||||||
Tulsa
|
|
OK
|
|
250
|
|
|
667
|
|
|
148
|
|
|
250
|
|
|
815
|
|
|
1,065
|
|
|
191
|
|
|
8/29/2007
|
|||||||
Tulsa
(2)
|
|
OK
|
|
944
|
|
|
2,085
|
|
|
52
|
|
|
944
|
|
|
2,137
|
|
|
3,081
|
|
|
427
|
|
|
2/14/2008
|
|||||||
Tulsa
(2)
|
|
OK
|
|
892
|
|
|
2,421
|
|
|
20
|
|
|
892
|
|
|
2,441
|
|
|
3,333
|
|
|
487
|
|
|
2/14/2008
|
|||||||
Tulsa
|
|
OK
|
|
492
|
|
|
1,343
|
|
|
64
|
|
|
492
|
|
|
1,407
|
|
|
1,899
|
|
|
276
|
|
|
4/1/2008
|
|||||||
Tulsa
|
|
OK
|
|
505
|
|
|
1,346
|
|
|
722
|
|
|
505
|
|
|
2,068
|
|
|
2,573
|
|
|
522
|
|
|
4/1/2008
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Tulsa
|
|
OK
|
|
466
|
|
|
1,270
|
|
|
81
|
|
|
466
|
|
|
1,351
|
|
|
1,817
|
|
|
273
|
|
|
4/1/2008
|
|||||||
Tulsa
(2)
|
|
OK
|
|
1,103
|
|
|
4,431
|
|
|
10
|
|
|
1,103
|
|
|
4,441
|
|
|
5,544
|
|
|
734
|
|
|
6/10/2013
|
|||||||
Bend
|
|
OR
|
|
295
|
|
|
1,369
|
|
|
5
|
|
|
295
|
|
|
1,374
|
|
|
1,669
|
|
|
237
|
|
|
4/1/2013
|
|||||||
Bend
|
|
OR
|
|
1,692
|
|
|
2,410
|
|
|
23
|
|
|
1,692
|
|
|
2,433
|
|
|
4,125
|
|
|
474
|
|
|
4/1/2013
|
|||||||
Bend
(2)
|
|
OR
|
|
571
|
|
|
1,917
|
|
|
—
|
|
|
571
|
|
|
1,917
|
|
|
2,488
|
|
|
197
|
|
|
6/10/2013
|
|||||||
Bend
(2)
|
|
OR
|
|
397
|
|
|
1,180
|
|
|
83
|
|
|
397
|
|
|
1,263
|
|
|
1,660
|
|
|
195
|
|
|
6/10/2013
|
|||||||
Bend
|
|
OR
|
|
690
|
|
|
1,983
|
|
|
—
|
|
|
690
|
|
|
1,983
|
|
|
2,673
|
|
|
162
|
|
|
5/1/2014
|
|||||||
Bend
|
|
OR
|
|
722
|
|
|
2,151
|
|
|
—
|
|
|
722
|
|
|
2,151
|
|
|
2,873
|
|
|
155
|
|
|
5/1/2014
|
|||||||
Bend
|
|
OR
|
|
800
|
|
|
2,836
|
|
|
4
|
|
|
800
|
|
|
2,840
|
|
|
3,640
|
|
|
204
|
|
|
5/1/2014
|
|||||||
Corvallis
|
|
OR
|
|
382
|
|
|
1,465
|
|
|
—
|
|
|
382
|
|
|
1,465
|
|
|
1,847
|
|
|
156
|
|
|
12/30/2013
|
|||||||
Eugene-Springfield
|
|
OR
|
|
710
|
|
|
1,539
|
|
|
61
|
|
|
710
|
|
|
1,600
|
|
|
2,310
|
|
|
226
|
|
|
4/1/2013
|
|||||||
Eugene-Springfield
|
|
OR
|
|
842
|
|
|
1,674
|
|
|
6
|
|
|
842
|
|
|
1,680
|
|
|
2,522
|
|
|
260
|
|
|
4/1/2013
|
|||||||
Eugene-Springfield
(2)
|
|
OR
|
|
414
|
|
|
1,990
|
|
|
—
|
|
|
414
|
|
|
1,990
|
|
|
2,404
|
|
|
175
|
|
|
6/10/2013
|
|||||||
Eugene-Springfield
(2)
|
|
OR
|
|
1,149
|
|
|
2,061
|
|
|
37
|
|
|
1,149
|
|
|
2,098
|
|
|
3,247
|
|
|
224
|
|
|
6/10/2013
|
|||||||
Eugene-Springfield
|
|
OR
|
|
728
|
|
|
3,230
|
|
|
—
|
|
|
728
|
|
|
3,230
|
|
|
3,958
|
|
|
228
|
|
|
12/30/2013
|
|||||||
Eugene-Springfield
|
|
OR
|
|
1,601
|
|
|
2,686
|
|
|
17
|
|
|
1,601
|
|
|
2,703
|
|
|
4,304
|
|
|
290
|
|
|
4/1/2014
|
|||||||
Hood River
|
|
OR
|
|
997
|
|
|
1,874
|
|
|
—
|
|
|
997
|
|
|
1,874
|
|
|
2,871
|
|
|
83
|
|
|
12/1/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
851
|
|
|
2,063
|
|
|
—
|
|
|
851
|
|
|
2,063
|
|
|
2,914
|
|
|
202
|
|
|
4/1/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,704
|
|
|
2,313
|
|
|
93
|
|
|
1,704
|
|
|
2,406
|
|
|
4,110
|
|
|
323
|
|
|
4/1/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,254
|
|
|
2,787
|
|
|
—
|
|
|
1,254
|
|
|
2,787
|
|
|
4,041
|
|
|
282
|
|
|
4/1/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
2,808
|
|
|
4,437
|
|
|
15
|
|
|
2,808
|
|
|
4,452
|
|
|
7,260
|
|
|
588
|
|
|
4/1/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,015
|
|
|
2,184
|
|
|
2
|
|
|
1,015
|
|
|
2,186
|
|
|
3,201
|
|
|
234
|
|
|
4/1/2013
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
1,077
|
|
|
3,008
|
|
|
5
|
|
|
1,077
|
|
|
3,013
|
|
|
4,090
|
|
|
248
|
|
|
6/10/2013
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
1,072
|
|
|
2,629
|
|
|
12
|
|
|
1,072
|
|
|
2,641
|
|
|
3,713
|
|
|
310
|
|
|
6/10/2013
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
2,217
|
|
|
3,766
|
|
|
2
|
|
|
2,217
|
|
|
3,768
|
|
|
5,985
|
|
|
349
|
|
|
6/10/2013
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
1,334
|
|
|
2,324
|
|
|
62
|
|
|
1,334
|
|
|
2,386
|
|
|
3,720
|
|
|
266
|
|
|
6/10/2013
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
996
|
|
|
2,525
|
|
|
51
|
|
|
996
|
|
|
2,576
|
|
|
3,572
|
|
|
277
|
|
|
6/10/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,496
|
|
|
3,372
|
|
|
18
|
|
|
1,496
|
|
|
3,390
|
|
|
4,886
|
|
|
296
|
|
|
6/24/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
954
|
|
|
3,026
|
|
|
9
|
|
|
954
|
|
|
3,035
|
|
|
3,989
|
|
|
242
|
|
|
6/24/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,627
|
|
|
2,388
|
|
|
44
|
|
|
1,627
|
|
|
2,432
|
|
|
4,059
|
|
|
230
|
|
|
6/24/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
2,509
|
|
|
4,200
|
|
|
58
|
|
|
2,509
|
|
|
4,258
|
|
|
6,767
|
|
|
350
|
|
|
12/30/2013
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
787
|
|
|
1,915
|
|
|
38
|
|
|
787
|
|
|
1,953
|
|
|
2,740
|
|
|
145
|
|
|
12/30/2013
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,703
|
|
|
4,729
|
|
|
7
|
|
|
1,703
|
|
|
4,736
|
|
|
6,439
|
|
|
292
|
|
|
4/1/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
738
|
|
|
2,483
|
|
|
—
|
|
|
738
|
|
|
2,483
|
|
|
3,221
|
|
|
154
|
|
|
4/1/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,690
|
|
|
2,995
|
|
|
—
|
|
|
1,690
|
|
|
2,995
|
|
|
4,685
|
|
|
145
|
|
|
4/1/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,200
|
|
|
9,531
|
|
|
66
|
|
|
1,200
|
|
|
9,597
|
|
|
10,797
|
|
|
782
|
|
|
5/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
401
|
|
|
3,718
|
|
|
—
|
|
|
401
|
|
|
3,718
|
|
|
4,119
|
|
|
242
|
|
|
5/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,160
|
|
|
3,291
|
|
|
—
|
|
|
1,160
|
|
|
3,291
|
|
|
4,451
|
|
|
203
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,435
|
|
|
4,342
|
|
|
—
|
|
|
1,435
|
|
|
4,342
|
|
|
5,777
|
|
|
271
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,478
|
|
|
4,127
|
|
|
—
|
|
|
1,478
|
|
|
4,127
|
|
|
5,605
|
|
|
255
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,402
|
|
|
3,196
|
|
|
—
|
|
|
1,402
|
|
|
3,196
|
|
|
4,598
|
|
|
189
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
3,538
|
|
|
4,938
|
|
|
—
|
|
|
3,538
|
|
|
4,938
|
|
|
8,476
|
|
|
304
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,501
|
|
|
3,136
|
|
|
—
|
|
|
1,501
|
|
|
3,136
|
|
|
4,637
|
|
|
193
|
|
|
6/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
1,746
|
|
|
3,393
|
|
|
—
|
|
|
1,746
|
|
|
3,393
|
|
|
5,139
|
|
|
196
|
|
|
8/27/2014
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
1,014
|
|
|
3,017
|
|
|
—
|
|
|
1,014
|
|
|
3,017
|
|
|
4,031
|
|
|
181
|
|
|
8/27/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
227
|
|
|
648
|
|
|
25
|
|
|
227
|
|
|
673
|
|
|
900
|
|
|
43
|
|
|
9/30/2014
|
|||||||
Portland-Vancouver-Hillsboro
(2)
|
|
OR
|
|
2,202
|
|
|
3,477
|
|
|
54
|
|
|
2,202
|
|
|
3,531
|
|
|
5,733
|
|
|
190
|
|
|
10/20/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
1,764
|
|
|
7,360
|
|
|
—
|
|
|
1,764
|
|
|
7,360
|
|
|
9,124
|
|
|
284
|
|
|
12/16/2014
|
|||||||
Portland-Vancouver-Hillsboro
|
|
OR
|
|
2,670
|
|
|
8,709
|
|
|
—
|
|
|
2,670
|
|
|
8,709
|
|
|
11,379
|
|
|
87
|
|
|
8/10/2015
|
|||||||
Prineville
(2)
|
|
OR
|
|
427
|
|
|
1,648
|
|
|
—
|
|
|
427
|
|
|
1,648
|
|
|
2,075
|
|
|
92
|
|
|
8/27/2014
|
|||||||
Roseburg
(2)
|
|
OR
|
|
247
|
|
|
1,141
|
|
|
52
|
|
|
247
|
|
|
1,193
|
|
|
1,440
|
|
|
173
|
|
|
6/10/2013
|
|||||||
Salem
|
|
OR
|
|
1,405
|
|
|
2,650
|
|
|
—
|
|
|
1,405
|
|
|
2,650
|
|
|
4,055
|
|
|
265
|
|
|
4/1/2014
|
|||||||
The Dalles
(2)
|
|
OR
|
|
1,108
|
|
|
2,100
|
|
|
—
|
|
|
1,108
|
|
|
2,100
|
|
|
3,208
|
|
|
100
|
|
|
12/5/2014
|
|||||||
Anderson
|
|
SC
|
|
92
|
|
|
976
|
|
|
98
|
|
|
92
|
|
|
1,074
|
|
|
1,166
|
|
|
239
|
|
|
8/29/2007
|
|||||||
Charlotte-Gastonia-Rock Hill
(2)
|
|
SC
|
|
924
|
|
|
3,086
|
|
|
11
|
|
|
924
|
|
|
3,097
|
|
|
4,021
|
|
|
71
|
|
|
5/4/2015
|
|||||||
Greenville-Mauldin-Easley
|
|
SC
|
|
82
|
|
|
838
|
|
|
64
|
|
|
82
|
|
|
902
|
|
|
984
|
|
|
196
|
|
|
8/29/2007
|
|||||||
Spartanburg
|
|
SC
|
|
535
|
|
|
1,934
|
|
|
12
|
|
|
535
|
|
|
1,946
|
|
|
2,481
|
|
|
11
|
|
|
11/12/2015
|
|||||||
Amarillo
(2)
|
|
TX
|
|
80
|
|
|
877
|
|
|
106
|
|
|
80
|
|
|
983
|
|
|
1,063
|
|
|
167
|
|
|
5/1/2009
|
|||||||
Amarillo
(2)
|
|
TX
|
|
78
|
|
|
697
|
|
|
128
|
|
|
78
|
|
|
825
|
|
|
903
|
|
|
138
|
|
|
5/1/2009
|
|||||||
Amarillo
(2)
|
|
TX
|
|
147
|
|
|
810
|
|
|
141
|
|
|
147
|
|
|
951
|
|
|
1,098
|
|
|
159
|
|
|
5/1/2009
|
|||||||
Austin-Round Rock-San Marcos
|
|
TX
|
|
937
|
|
|
5,319
|
|
|
23
|
|
|
937
|
|
|
5,342
|
|
|
6,279
|
|
|
423
|
|
|
6/24/2013
|
|||||||
Austin-Round Rock-San Marcos
|
|
TX
|
|
1,395
|
|
|
2,790
|
|
|
10
|
|
|
1,395
|
|
|
2,800
|
|
|
4,195
|
|
|
343
|
|
|
6/24/2013
|
|||||||
Austin-Round Rock-San Marcos
|
|
TX
|
|
768
|
|
|
1,923
|
|
|
2
|
|
|
768
|
|
|
1,925
|
|
|
2,693
|
|
|
104
|
|
|
10/29/2014
|
|||||||
Brownsville-Harlingen
|
|
TX
|
|
845
|
|
|
2,364
|
|
|
47
|
|
|
845
|
|
|
2,411
|
|
|
3,256
|
|
|
109
|
|
|
9/4/2014
|
|
|
|
|
Initial Cost to Company
|
|
|
|
Gross Carrying Amount at Year-End
|
|
|
|
|
||||||||||||||||||||
Location
|
|
|
|
Buildings and
|
|
Subsequent
|
|
|
|
Buildings and
|
|
|
|
Accumulated
|
|
Date
|
||||||||||||||||
MSA
(1)
|
|
State
|
|
Land
|
|
Improvements
|
|
Additions
|
|
Land
|
|
Improvements
|
|
Total
|
|
Depreciation
|
|
Acquired
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Brownsville-Harlingen
|
|
TX
|
|
639
|
|
|
1,674
|
|
|
71
|
|
|
639
|
|
|
1,745
|
|
|
2,384
|
|
|
93
|
|
|
9/4/2014
|
|||||||
College Station-Bryan
|
|
TX
|
|
618
|
|
|
2,512
|
|
|
37
|
|
|
618
|
|
|
2,549
|
|
|
3,167
|
|
|
539
|
|
|
8/29/2007
|
|||||||
College Station-Bryan
|
|
TX
|
|
551
|
|
|
349
|
|
|
128
|
|
|
551
|
|
|
477
|
|
|
1,028
|
|
|
107
|
|
|
8/29/2007
|
|||||||
College Station-Bryan
|
|
TX
|
|
295
|
|
|
988
|
|
|
150
|
|
|
295
|
|
|
1,138
|
|
|
1,433
|
|
|
202
|
|
|
4/1/2008
|
|||||||
College Station-Bryan
|
|
TX
|
|
51
|
|
|
123
|
|
|
60
|
|
|
51
|
|
|
183
|
|
|
234
|
|
|
44
|
|
|
4/1/2008
|
|||||||
College Station-Bryan
|
|
TX
|
|
110
|
|
|
372
|
|
|
130
|
|
|
110
|
|
|
502
|
|
|
612
|
|
|
83
|
|
|
4/1/2008
|
|||||||
College Station-Bryan
|
|
TX
|
|
62
|
|
|
208
|
|
|
11
|
|
|
62
|
|
|
219
|
|
|
281
|
|
|
44
|
|
|
4/1/2008
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
164
|
|
|
865
|
|
|
39
|
|
|
164
|
|
|
904
|
|
|
1,068
|
|
|
195
|
|
|
8/29/2007
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
155
|
|
|
105
|
|
|
52
|
|
|
155
|
|
|
157
|
|
|
312
|
|
|
40
|
|
|
9/28/2007
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
98
|
|
|
282
|
|
|
96
|
|
|
98
|
|
|
378
|
|
|
476
|
|
|
84
|
|
|
9/28/2007
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
264
|
|
|
106
|
|
|
166
|
|
|
264
|
|
|
272
|
|
|
536
|
|
|
63
|
|
|
9/28/2007
|
|||||||
Dallas-Fort Worth-Arlington
(2)
|
|
TX
|
|
376
|
|
|
803
|
|
|
116
|
|
|
376
|
|
|
919
|
|
|
1,295
|
|
|
199
|
|
|
9/28/2007
|
|||||||
Dallas-Fort Worth-Arlington
(2)
|
|
TX
|
|
338
|
|
|
681
|
|
|
99
|
|
|
338
|
|
|
780
|
|
|
1,118
|
|
|
169
|
|
|
9/28/2007
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
1,388
|
|
|
4,195
|
|
|
22
|
|
|
1,388
|
|
|
4,217
|
|
|
5,605
|
|
|
387
|
|
|
6/24/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
1,859
|
|
|
5,293
|
|
|
25
|
|
|
1,859
|
|
|
5,318
|
|
|
7,177
|
|
|
461
|
|
|
7/25/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
379
|
|
|
2,212
|
|
|
17
|
|
|
379
|
|
|
2,229
|
|
|
2,608
|
|
|
272
|
|
|
7/25/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
1,397
|
|
|
5,250
|
|
|
12
|
|
|
1,397
|
|
|
5,262
|
|
|
6,659
|
|
|
422
|
|
|
7/25/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
2,102
|
|
|
5,755
|
|
|
34
|
|
|
2,102
|
|
|
5,789
|
|
|
7,891
|
|
|
539
|
|
|
7/25/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
649
|
|
|
1,637
|
|
|
6
|
|
|
649
|
|
|
1,643
|
|
|
2,292
|
|
|
290
|
|
|
7/25/2013
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
396
|
|
|
1,411
|
|
|
195
|
|
|
396
|
|
|
1,606
|
|
|
2,002
|
|
|
58
|
|
|
4/29/2015
|
|||||||
Dallas-Fort Worth-Arlington
|
|
TX
|
|
1,263
|
|
|
3,346
|
|
|
—
|
|
|
1,263
|
|
|
3,346
|
|
|
4,609
|
|
|
37
|
|
|
10/19/2015
|
|||||||
El Paso
|
|
TX
|
|
338
|
|
|
1,275
|
|
|
32
|
|
|
338
|
|
|
1,307
|
|
|
1,645
|
|
|
282
|
|
|
8/29/2007
|
|||||||
El Paso
|
|
TX
|
|
94
|
|
|
400
|
|
|
163
|
|
|
94
|
|
|
563
|
|
|
657
|
|
|
115
|
|
|
8/29/2007
|
|||||||
Houston-Sugar Land-Baytown
|
|
TX
|
|
698
|
|
|
2,648
|
|
|
149
|
|
|
698
|
|
|
2,797
|
|
|
3,495
|
|
|
47
|
|
|
7/20/2015
|
|||||||
Longview
(2)
|
|
TX
|
|
651
|
|
|
671
|
|
|
93
|
|
|
651
|
|
|
764
|
|
|
1,415
|
|
|
129
|
|
|
5/1/2009
|
|||||||
Longview
(2)
|
|
TX
|
|
104
|
|
|
489
|
|
|
157
|
|
|
104
|
|
|
646
|
|
|
750
|
|
|
101
|
|
|
5/1/2009
|
|||||||
Longview
(2)
|
|
TX
|
|
310
|
|
|
966
|
|
|
196
|
|
|
310
|
|
|
1,162
|
|
|
1,472
|
|
|
189
|
|
|
5/1/2009
|
|||||||
Longview
|
|
TX
|
|
2,466
|
|
|
3,559
|
|
|
38
|
|
|
2,466
|
|
|
3,597
|
|
|
6,063
|
|
|
207
|
|
|
6/19/2014
|
|||||||
Longview
|
|
TX
|
|
959
|
|
|
1,640
|
|
|
8
|
|
|
959
|
|
|
1,648
|
|
|
2,607
|
|
|
102
|
|
|
6/25/2014
|
|||||||
McAllen–Edinburg–Mission
|
|
TX
|
|
1,217
|
|
|
2,738
|
|
|
170
|
|
|
1,243
|
|
|
2,908
|
|
|
4,151
|
|
|
216
|
|
|
7/31/2014
|
|||||||
McAllen–Edinburg–Mission
|
|
TX
|
|
1,973
|
|
|
4,517
|
|
|
32
|
|
|
1,973
|
|
|
4,549
|
|
|
6,522
|
|
|
255
|
|
|
9/4/2014
|
|||||||
McAllen–Edinburg–Mission
|
|
TX
|
|
1,295
|
|
|
3,929
|
|
|
33
|
|
|
1,295
|
|
|
3,962
|
|
|
5,257
|
|
|
219
|
|
|
9/4/2014
|
|
|
NSA
|
|
NSA Predecessor
|
||||||||||||
|
|
Year Ended December 31,
|
|
Nine Months Ended December 31,
|
|
Three Months Ended March 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2013
|
||||||||
Self Storage properties:
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
838,941
|
|
|
$
|
370,698
|
|
|
$
|
178,099
|
|
|
$
|
190,987
|
|
Acquisitions and improvements
|
|
308,323
|
|
|
470,060
|
|
|
192,599
|
|
|
205
|
|
||||
Write-off of fully depreciated assets and other
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dispositions
|
|
—
|
|
|
(1,817
|
)
|
|
—
|
|
|
—
|
|
||||
NSA Predecessor properties not contributed to NSA
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,093
|
)
|
||||
Balance at end of period
|
|
$
|
1,147,201
|
|
|
$
|
838,941
|
|
|
$
|
370,698
|
|
|
$
|
178,099
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
|
$
|
39,614
|
|
|
$
|
24,379
|
|
|
$
|
18,590
|
|
|
$
|
18,683
|
|
Depreciation expense
|
|
28,549
|
|
|
15,508
|
|
|
5,789
|
|
|
972
|
|
||||
Write-off of fully depreciated assets and other
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Dispositions
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
||||
NSA Predecessor properties not contributed to NSA
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,065
|
)
|
||||
Balance at end of period
|
|
$
|
68,100
|
|
|
$
|
39,614
|
|
|
$
|
24,379
|
|
|
$
|
18,590
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
(1) As further discussed in Note 1 and Note 5, NSA Predecessor owned 22 self storage properties with a net book value of $12.0 million that did not meet NSA's criteria for contribution to the Company.
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
(a)
|
Subject to clauses (b), (c) and (d) below, the period of restriction with respect to RSUs granted hereunder (the "
Restriction Period
") shall begin on the date hereof and lapse, if and as service continues, with respect to [●] of the RSUs granted hereunder, on each of the first [●] anniversaries of the date hereof.
|
(b)
|
Subject to clauses (c) and (d) below, upon the Grantee's Termination of Service by the Company for any reason during the Restriction Period, all RSUs still subject to restriction
|
(c)
|
Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee, and the termination of such successor service shall be treated as the applicable termination.
|
3.
|
Voting and Other Rights
.
|
(a)
|
The value of an RSU may decrease depending upon the Fair Market Value of a Share from time to time. Neither the Company nor the Committee, nor any other party associated with the Plan, shall be held liable for any decrease in the value of the RSUs. If the value of such RSUs decrease, there will be a decrease in the underlying value of what is distributed to the Grantee under this Agreement and the Plan.
|
(b)
|
Participation in the Plan confers no rights or interests other than as herein provided. With respect to this Agreement, (i) the RSUs are bookkeeping entries, (ii) the obligations of the Company under the Plan are unsecured and constitute a commitment by the Company to
|
(c)
|
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.
The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
|
(d)
|
The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may in good faith interpret this Agreement and the Plan, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee's interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Board who are individuals who served as Board members before the Change in Control and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee in accordance with the foregoing provisions of this Paragraph 5(d) shall be final and binding upon all persons.
|
(e)
|
All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Committee; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the
|
(f)
|
The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Grantee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.
|
(g)
|
If requested by the Grantee, the Company shall withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law and shall take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee shall permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs;
provided, however
, that no Common Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company previously owned and unencumbered Common Shares.
|
(h)
|
Notwithstanding anything to the contrary contained in this Agreement, to the extent that the Board determines that the RSU or the Plan is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Committee reserves the right (without any obligation to do so or to indemnify the Grantee for failure to do so), without the consent of the Grantee, to amend or terminate this Agreement and the Plan and/or amend, restructure, terminate or replace the RSU in order to cause the RSU to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section.
|
(i)
|
The terms of this Agreement shall be binding upon the Grantee and upon the Grantee's heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest and upon the Company and its successors and assignees, subject to the terms of the Plan.
|
(j)
|
Unless otherwise permitted in the sole discretion of the Committee, (i) neither this Agreement nor any rights granted herein shall be assignable by the Grantee, and (ii) no purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any RSUs or Shares by any holder thereof in violation of the provisions of this Agreement or the Plan will be valid, and the Company will not transfer any of said RSUs or Shares on its books nor will any Shares be entitled to vote, nor will any distributions be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition
|
(k)
|
Nothing in this Agreement shall confer on the Grantee any right to continue in the employ or other service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate the Grantee's employment or other service at any time.
|
(l)
|
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
|
(m)
|
This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
|
(n)
|
Except as otherwise provided in the Plan or clause (h) above, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.
|
(a)
|
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.
The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
|
(b)
|
The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may in good faith interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Board who are individuals who served as Board members before the Change in Control and take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan, this Agreement or the administration or interpretation thereof. In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee in accordance with the foregoing provisions of this Paragraph 3(b) shall be final and binding upon all persons.
|
(c)
|
All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to its principal office, addressed to the attention of the Board; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. Such
|
(d)
|
Without limiting the Grantee’s rights as may otherwise be applicable in the event of a Change in Control, if the Company shall be consolidated or merged with another corporation or other entity, the Grantee may be required to deposit with the successor corporation any certificates for the shares or securities or the other property that the Grantee is entitled to receive by reason of ownership of Restricted Shares in a manner consistent with the Plan, and such shares, securities or other property shall become subject to the restrictions and requirements imposed under the Plan and this Agreement, and the certificates therefor or other evidence shall bear a legend similar in form and substance to the legend set forth in the Plan.
|
(e)
|
If requested by the Grantee, the Company shall withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law and shall take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee shall permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold Common Shares from the Common Shares otherwise issuable or deliverable to the Grantee as a result of the vesting of the Restricted Shares;
provided, however
, that no Common Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company previously owned and unencumbered Common Shares.
|
(f)
|
The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement, or to assert any right the Grantee or the Company, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
|
(g)
|
Nothing in this Agreement shall confer on the Grantee any right to continue in the service of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries and its shareholders to terminate the Grantee’s service at any time.
|
(h)
|
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
|
Subsidiaries
|
||||
|
|
|
|
|
Subsidiary
|
|
d/b/a
|
|
Jurisdiction
|
|
|
|
|
|
ABC RV and Mini Storage, L.L.C.
|
|
Cipole Road Mini Storage & RV
|
|
Oregon
|
Aberdeen Mini Storage, L.L.C.
|
|
|
|
Washington
|
All Spanaway Storage LLC
|
|
|
|
Washington
|
All Stor Asheville, LLC
|
|
|
|
Delaware
|
All Stor Carolina Beach, LLC
|
|
|
|
Delaware
|
All Stor Durham, LLC
|
|
|
|
Delaware
|
All Stor Indian Trail, LLC
|
|
|
|
Delaware
|
All Stor MH
|
|
|
|
Delaware
|
All Stor NC, LLC
|
|
|
|
Delaware
|
All Stor Prospect, LLC
|
|
|
|
Delaware
|
All Stor Swansboro, LLC
|
|
|
|
Delaware
|
All Stor Swansboro II, LLC
|
|
|
|
Delaware
|
Allen Storage Partners LLC
|
|
StoreMore Self Storage
|
|
California
|
American Mini Storage-San Antonio, LLC
|
|
|
|
Delaware
|
A-Z Self Storage LLC
|
|
|
|
Washington
|
Banks Storage, LLC
|
|
|
|
Oregon
|
Banning Storage, LLC
|
|
StoreMore Self Storage
|
|
Nevada
|
Bauer NW Storage LLC
|
|
|
|
Oregon
|
Bend-Eugene Storage, LLC
|
|
|
|
Oregon
|
Bishop Road Mini Storage, LLC
|
|
|
|
Washington
|
Broadway Storage Solutions, L.L.C.
|
|
|
|
Arizona
|
Bullhead Freedom Storage, L.L.C.
|
|
StoreMore Self Storage; Freedom Storage
|
|
Arizona
|
Canyon Road Storage, LLC
|
|
|
|
Oregon
|
Colton Riverside L.P.
|
|
|
|
California
|
Colton VB, L.P.
|
|
|
|
California
|
Cornelius SPE LLC
|
|
Cornelius Storage
|
|
Oregon
|
Corona Universal Self Storage, a California Limited Partnership
|
|
|
|
California
|
Damascus Mini Storage LLC
|
|
|
|
Oregon
|
Eagle Bow Wakefield, LLC
|
|
Eagle Storage
|
|
Delaware
|
East Bank Storage, L.L.C.
|
|
Portland Storage; Portland Storage Too
|
|
Oregon
|
Estacada SPE LLC
|
|
Estacada Mini Storage
|
|
Oregon
|
Fisher's Landing Storage, LLC
|
|
|
|
Washington
|
Fletcher Heights Storage Solutions, L.L.C.
|
|
|
|
Arizona
|
Fontana Universal Self Storage, a California Limited Partnership
|
|
|
|
California
|
Forest Grove Mini Storage, LLC
|
|
|
|
Oregon
|
Forney Storage Partners LLC
|
|
StoreMore Self Storage
|
|
California
|
Freeway Self Storage, L.L.C.
|
|
|
|
Washington
|
GAK, LLC
|
|
Cypress Mini Storage
|
|
California
|
Grand Prairie Storage Partners LLC
|
|
StoreMore Self Storage
|
|
California
|
Great American Storage Partners, LLC
|
|
Great America Storage
|
|
Delaware
|
Gresham Mini & RV Storage, LLC
|
|
|
|
Oregon
|
Gresham Mini Storage, LLC
|
|
|
|
Oregon
|
Gresham Storage, LLC
|
|
|
|
Oregon
|
GSC Allsafe Riv-1, LP
|
|
|
|
California
|
GSC Leave It Riv-2, LP
|
|
|
|
California
|
Hesperia Universal Self Storage, a California Limited Partnership
|
|
|
|
California
|
Highway 97 Mini Storage, LLC
|
|
|
|
Oregon
|
Highway 99 Mini Storage, LLC
|
|
|
|
Oregon
|
Hood River Mini Storage LLC
|
|
|
|
Oregon
|
HPRH Storage, LLC
|
|
|
|
Oregon
|
ICDC II, LLC
|
|
|
|
Oregon
|
Keepers Storage, LLC
|
|
|
|
Washington
|
Lewisville Storage LLC
|
|
|
|
Washington
|
Loma Linda Universal Self Storage, a California Limited Partnership
|
|
|
|
California
|
Mini I, Limited
|
|
|
|
California
|
Murphy Storage Partners LLC
|
|
StoreMore Self Storage
|
|
California
|
National Storage Affiliates Holdings, LLC
|
|
|
|
Delaware
|
National Storage Affiliates Trust
|
|
|
|
Maryland
|
Northwest II Chief Manager, LLC
|
|
|
|
Delaware
|
NSA Northwest Holdings III, LLC
|
|
|
|
Delaware
|
NSA Acquisition Holdings, LLC
|
|
|
|
Delaware
|
NSA All Stor, LLC
|
|
|
|
Delaware
|
NSA All Stor Chief Manager, LLC
|
|
|
|
Delaware
|
NSA BV DR,LLC
|
|
|
|
Delaware
|
NSA Colton DR GP, LLC
|
|
A-1 Self Storage; StorAmerica Arcadia; El Camino Self Storage; All American Self Storage
|
|
Delaware
|
NSA Colton DR, LLC
|
|
Plano Self Storage; Crown Valley Self Storage; Paramount Self Storage; StorAmerica Duarte
|
|
Delaware
|
NSA GSC DR GP, LLC
|
|
Irvine Self Storage
|
|
Delaware
|
NSA GSC DR, LLC
|
|
StorAmerica Palm Springs I; Carlsbad Airport Self Storage; StorAmerica Indio
|
|
Delaware
|
NSA Northwest CMBS II, LLC
|
|
|
|
Delaware
|
NSA Northwest Holdings II, LLC
|
|
Old Mill Self Storage; AllStar Storage; A-1 Westside Storage
|
|
Delaware
|
NSA Northwest Holdings, LLC
|
|
|
|
Delaware
|
NSA Northwest Holdings III, LLC
|
|
|
|
Delaware
|
NSA NW Holdings III Chief Manager, LLC
|
|
|
|
Delaware
|
NSA OP, LP
|
|
|
|
Delaware
|
NSA Preferred Holdings, LLC
|
|
|
|
Delaware
|
NSA Property Holdings, LLC
|
|
|
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Delaware
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NSA SecurCare CMBS I, LLC
|
|
|
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Delaware
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NSA SecurCare Holdings, LLC
|
|
|
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Delaware
|
NSA Storage Solutions, LLC
|
|
|
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Delaware
|
NSA TRS, LLC
|
|
|
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Delaware
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NSA Universal DR, LLC
|
|
|
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Delaware
|
NSA-C Holdings, LLC
|
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StorAmerica Hawaiian Gardens; StorAmerica Victorville-2; Statewide Storage; Country Club Self Storage
|
|
Delaware
|
NSA-Colton Holdings, LLC
|
|
|
|
Delaware
|
NSA-G Holdings, LLC
|
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StorAmerica Montclair; Allsafe Freeway Storage; Leave It/Lock It Self Storage; StorAmerica Ontario; StorAmerica Palm Desert; StorAmerica Oceanside; StorAmerica Victorville
|
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Delaware
|
NSA-GSC Holdings, LLC
|
|
|
|
Delaware
|
NSA-Northwest II, LLC
|
|
|
|
Delaware
|
NSA-Optivest Acquisition Holdings, LLC
|
|
StoreMore Self Storage; Fort Mohave Storage
|
|
Delaware
|
NSA-Optivest, LLC
|
|
|
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Delaware
|
NSA-SecurCare Acquisition Holdings, LLC
|
|
|
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Delaware
|
NSA-SecurCare, LLC
|
|
|
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Delaware
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Oklahoma Self Storage GP, LLC
|
|
|
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Delaware
|
Oklahoma Self Storage LP
|
|
SecurCare Self Storage
|
|
Colorado
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Optivest Storage Partners of Austin, LLC
|
|
StoreMore Self Storage
|
|
California
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Portland Mini Storage LLC
|
|
|
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Oregon
|
Prineville SPE LLC
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|
|
|
Oregon
|
S and S Storage, LLC
|
|
Safe and Sound Storage
|
|
Washington
|
Safegard Mini Storage, LLC
|
|
|
|
Oregon
|
SAG Arcadia, LP
|
|
|
|
California
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Salem Self Stor, LLC
|
|
|
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Washington
|
SAP-II YSI #1,LLC
|
|
|
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Delaware
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Seatac Storage, LLC
|
|
International Blvd. Self Storage
|
|
Washington
|
SecurCare American Portfolio, LLC
|
|
|
|
Delaware
|
SecurCare American Properties II, LLC
|
|
|
|
Delaware
|
SecurCare Colorado III, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Fayetteville I, LLC
|
|
|
|
Delaware
|
SecurCare Moreno Valley, LLC
|
|
|
|
Delaware
|
SecurCare Moveit McAllen, LLC
|
|
Move It Self Storage
|
|
Delaware
|
SecurCare of Colorado Springs 602 GP, LLC
|
|
|
|
Delaware
|
SecurCare of Colorado Springs 602, Ltd.
|
|
SecurCare Self Storage
|
|
Colorado
|
SecurCare Oklahoma I, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Oklahoma II, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Portfolio Holdings, LLC
|
|
|
|
Delaware
|
SecurCare Properties I, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Properties II R, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Properties II, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
SecurCare Value Properties R, LLC
|
|
SecurCare Self Storage
|
|
Delaware
|
Sherwood Storage, LLC
|
|
|
|
Oregon
|
Shreve Storage Equities, L.L.C.
|
|
|
|
Louisiana
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Springfield Mini Storage, LLC
|
|
|
|
Oregon
|
Square Foot Springhill, LLC
|
|
|
|
Ohio
|
StoreMore Self Storage-Pecos Road, LLC
|
|
StoreMore Self Storage
|
|
Delaware
|
Supreme Storage, LLC
|
|
|
|
Oregon
|
Terrell Storage Partners, LLC
|
|
StoreMore Self Storage
|
|
California
|
The Dalles Storage SPE, LLC
|
|
The Dalles Mini Storage, The Dalles Self Storage, The Dalles Storage
|
|
Oregon
|
Troutdale Mini Storage, LLC
|
|
|
|
Oregon
|
Tualatin Storage, LLC
|
|
|
|
Oregon
|
Universal Self Storage Hesperia LLC, a California limited liability company
|
|
|
|
California
|
Universal Self Storage Highland, a California Limited Partnership
|
|
|
|
California
|
Universal Self Storage San Bernardino LLC, a California limited liability company
|
|
|
|
California
|
Upland Universal Self Storage, a California Limited Partnership
|
|
|
|
California
|
Vancouver Mini Storage, LLC
|
|
|
|
Washington
|
Washington Murrieta II, LLC
|
|
StorAmerica Scottsdale
|
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California
|
Washington Murrieta III, LLC
|
|
StorAmerica Phoenix 24th
|
|
California
|
Washington Murrieta IV, LLC
|
|
StorAmerica Phoenix 52nd
|
|
California
|
WCAL, LLC
|
|
StoreMore Self Storage
|
|
Texas
|
Wilsonville Just Store It, LLC
|
|
|
|
Oregon
|
|
|
|
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1.
|
I have reviewed this Annual Report on Form 10-K of National Storage Affiliates Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
[language omitted in accordance with SEC release Nos. 33-8760 and 34-54942]
for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[language omitted in accordance with SEC release Nos. 33-8760 and 34-54942]
;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Arlen D. Nordhagen
|
|
Arlen D. Nordhagen
|
|
Chairman of the Board of Trustees, President and Chief Executive Officer
|
1.
|
I have reviewed this
Annual Report on Form 10-K
of National Storage Affiliates Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
[language omitted in accordance with SEC release Nos. 33-8760 and 34-54942]
for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
[language omitted in accordance with SEC release Nos. 33-8760 and 34-54942]
;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Tamara D. Fischer
|
|
Tamara D. Fischer
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Arlen D. Nordhagen
|
|
Arlen D. Nordhagen
|
|
Chairman of the Board of Trustees, President and Chief Executive Officer
|
By:
|
/s/ Tamara D. Fischer
|
|
Tamara D. Fischer
|
|
Executive Vice President and Chief Financial Officer
|