Maryland
|
|
46-5053858
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large Accelerated Filer
☒
|
|
Accelerated Filer
☐
|
Non-accelerated Filer
☐
|
|
Smaller Reporting Company
☐
|
|
|
Emerging Growth Company
☐
|
|
March 31,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Self storage properties
|
$
|
2,411,453
|
|
|
$
|
2,275,233
|
|
Less accumulated depreciation
|
(188,407
|
)
|
|
(170,358
|
)
|
||
Self storage properties, net
|
2,223,046
|
|
|
2,104,875
|
|
||
Cash and cash equivalents
|
15,262
|
|
|
13,366
|
|
||
Restricted cash
|
2,929
|
|
|
3,041
|
|
||
Debt issuance costs, net
|
1,943
|
|
|
2,185
|
|
||
Investment in unconsolidated real estate venture
|
90,092
|
|
|
89,093
|
|
||
Other assets, net
|
58,637
|
|
|
52,615
|
|
||
Assets held for sale
|
—
|
|
|
1,555
|
|
||
Total assets
|
$
|
2,391,909
|
|
|
$
|
2,266,730
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Debt financing
|
$
|
1,069,600
|
|
|
$
|
958,097
|
|
Accounts payable and accrued liabilities
|
24,079
|
|
|
24,459
|
|
||
Deferred revenue
|
13,542
|
|
|
12,687
|
|
||
Total liabilities
|
1,107,221
|
|
|
995,243
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred shares of beneficial interest, par value $0.01 per share. 50,000,000 authorized, 6,900,000 issued and outstanding at March 31, 2018 and December 31, 2017, at liquidation preference
|
172,500
|
|
|
172,500
|
|
||
Common shares of beneficial interest, par value $0.01 per share. 250,000,000 shares authorized, 50,438,731 and 50,284,934 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
504
|
|
|
503
|
|
||
Additional paid-in capital
|
700,762
|
|
|
711,467
|
|
||
Distributions in excess of earnings
|
(61,956
|
)
|
|
(55,729
|
)
|
||
Accumulated other comprehensive income
|
17,485
|
|
|
12,282
|
|
||
Total shareholders' equity
|
829,295
|
|
|
841,023
|
|
||
Noncontrolling interests
|
455,393
|
|
|
430,464
|
|
||
Total equity
|
1,284,688
|
|
|
1,271,487
|
|
||
Total liabilities and equity
|
$
|
2,391,909
|
|
|
$
|
2,266,730
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
REVENUE
|
|
|
|
||||
Rental revenue
|
$
|
72,011
|
|
|
$
|
57,844
|
|
Other property-related revenue
|
2,321
|
|
|
1,881
|
|
||
Management fees and other revenue
|
2,161
|
|
|
1,838
|
|
||
Total revenue
|
76,493
|
|
|
61,563
|
|
||
OPERATING EXPENSES
|
|
|
|
||||
Property operating expenses
|
25,226
|
|
|
19,749
|
|
||
General and administrative expenses
|
8,306
|
|
|
7,181
|
|
||
Depreciation and amortization
|
21,368
|
|
|
18,683
|
|
||
Total operating expenses
|
54,900
|
|
|
45,613
|
|
||
Income from operations
|
21,593
|
|
|
15,950
|
|
||
OTHER (EXPENSE) INCOME
|
|
|
|
||||
Interest expense
|
(9,635
|
)
|
|
(7,471
|
)
|
||
Equity in losses of unconsolidated real estate venture
|
(52
|
)
|
|
(785
|
)
|
||
Acquisition costs
|
(180
|
)
|
|
(144
|
)
|
||
Non-operating expense
|
(84
|
)
|
|
(52
|
)
|
||
Gain on sale of self storage properties
|
474
|
|
|
—
|
|
||
Other expense
|
(9,477
|
)
|
|
(8,452
|
)
|
||
Income before income taxes
|
12,116
|
|
|
7,498
|
|
||
Income tax expense
|
(143
|
)
|
|
(317
|
)
|
||
Net income
|
11,973
|
|
|
7,181
|
|
||
Net income attributable to noncontrolling interests
|
(1,513
|
)
|
|
(6,626
|
)
|
||
Net income attributable to National Storage Affiliates Trust
|
10,460
|
|
|
555
|
|
||
Distributions to preferred shareholders
|
(2,588
|
)
|
|
—
|
|
||
Net income attributable to common shareholders
|
$
|
7,872
|
|
|
$
|
555
|
|
|
|
|
|
||||
Earnings (loss) per share - basic
|
$
|
0.16
|
|
|
$
|
0.01
|
|
Earnings (loss) per share - diluted
|
$
|
0.09
|
|
|
$
|
0.01
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
50,299
|
|
|
43,401
|
|
||
Weighted average shares outstanding - diluted
|
99,935
|
|
|
43,401
|
|
||
Dividends declared per common share
|
$
|
0.28
|
|
|
$
|
0.24
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
11,973
|
|
|
$
|
7,181
|
|
Other comprehensive income
|
|
|
|
||||
Unrealized gain on derivative contracts
|
8,990
|
|
|
1,613
|
|
||
Reclassification of other comprehensive loss to interest expense
|
49
|
|
|
770
|
|
||
Other comprehensive income
|
9,039
|
|
|
2,383
|
|
||
Comprehensive income
|
21,012
|
|
|
9,564
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(5,004
|
)
|
|
(7,586
|
)
|
||
Comprehensive income attributable to National Storage Affiliates Trust
|
$
|
16,008
|
|
|
$
|
1,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
Additional
|
|
Distributions
|
|
Other
|
|
|
|
|
||||||||||||||||
|
Preferred Shares
|
|
Common Shares
|
|
Paid-in
|
|
In Excess Of
|
|
Comprehensive
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income
|
|
Interests
|
|
Equity
|
||||||||||||||||
Balances, December 31, 2017
|
6,900,000
|
|
|
$
|
172,500
|
|
|
50,284,934
|
|
|
$
|
503
|
|
|
$
|
711,467
|
|
|
$
|
(55,729
|
)
|
|
$
|
12,282
|
|
|
$
|
430,464
|
|
|
$
|
1,271,487
|
|
OP equity issued for property acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series A-1 preferred units, OP units and subordinated performance units, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,403
|
|
|
22,403
|
|
|||||||
Redemptions of OP units
|
—
|
|
|
—
|
|
|
145,334
|
|
|
1
|
|
|
1,921
|
|
|
—
|
|
|
51
|
|
|
(1,973
|
)
|
|
—
|
|
|||||||
Effect of changes in ownership for consolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,621
|
)
|
|
—
|
|
|
(396
|
)
|
|
13,017
|
|
|
—
|
|
|||||||
Issuance of OP units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
797
|
|
|
867
|
|
|||||||
Issuance of restricted common shares
|
—
|
|
|
—
|
|
|
12,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Vesting and forfeitures of restricted common shares, net
|
—
|
|
|
—
|
|
|
(3,848
|
)
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||||
Reduction in receivables from partners of the operating partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191
|
|
|
191
|
|
|||||||
Preferred share dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,588
|
)
|
|
—
|
|
|
—
|
|
|
(2,588
|
)
|
|||||||
Common share dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,099
|
)
|
|
—
|
|
|
—
|
|
|
(14,099
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,515
|
)
|
|
(14,515
|
)
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,548
|
|
|
3,491
|
|
|
9,039
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,460
|
|
|
—
|
|
|
1,513
|
|
|
11,973
|
|
|||||||
Balances, March 31, 2018
|
6,900,000
|
|
|
$
|
172,500
|
|
|
50,438,731
|
|
|
$
|
504
|
|
|
$
|
700,762
|
|
|
$
|
(61,956
|
)
|
|
$
|
17,485
|
|
|
$
|
455,393
|
|
|
$
|
1,284,688
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
11,973
|
|
|
$
|
7,181
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
21,368
|
|
|
18,683
|
|
||
Amortization of debt issuance costs
|
590
|
|
|
516
|
|
||
Amortization of debt discount and premium, net
|
(373
|
)
|
|
(399
|
)
|
||
Gain on sale of self storage properties
|
(474
|
)
|
|
—
|
|
||
Equity-based compensation expense
|
867
|
|
|
983
|
|
||
Equity in losses of unconsolidated real estate venture
|
52
|
|
|
785
|
|
||
Distributions from unconsolidated real estate venture
|
1,339
|
|
|
1,251
|
|
||
Change in assets and liabilities, net of effects of self storage property acquisitions:
|
|
|
|
||||
Other assets
|
(854
|
)
|
|
(665
|
)
|
||
Accounts payable and accrued liabilities
|
(808
|
)
|
|
(102
|
)
|
||
Deferred revenue
|
179
|
|
|
(28
|
)
|
||
Net Cash Provided by Operating Activities
|
33,859
|
|
|
28,205
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Acquisition of self storage properties
|
(100,450
|
)
|
|
(26,363
|
)
|
||
Capital expenditures
|
(3,901
|
)
|
|
(3,154
|
)
|
||
Investments in and advances to unconsolidated real estate venture
|
(2,390
|
)
|
|
—
|
|
||
Deposits and advances for self storage property and other acquisitions
|
(342
|
)
|
|
(138
|
)
|
||
Expenditures for corporate furniture, equipment and other
|
(51
|
)
|
|
(40
|
)
|
||
Proceeds from sale of self storage properties
|
2,029
|
|
|
5,091
|
|
||
Net Cash Used In Investing Activities
|
(105,105
|
)
|
|
(24,604
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from issuance of subordinated performance units
|
—
|
|
|
7,000
|
|
||
Borrowings under debt financings
|
250,000
|
|
|
222,000
|
|
||
Receipts for OP unit subscriptions
|
312
|
|
|
6
|
|
||
Principal payments under debt financings
|
(145,212
|
)
|
|
(205,757
|
)
|
||
Payment of dividends to common shareholders
|
(14,099
|
)
|
|
(10,564
|
)
|
||
Distributions to preferred shareholders
|
(2,588
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(14,369
|
)
|
|
(12,942
|
)
|
||
Debt issuance costs
|
(796
|
)
|
|
(1,315
|
)
|
||
Equity offering costs
|
(218
|
)
|
|
(116
|
)
|
||
Net Cash Provided By (Used In) Financing Activities
|
73,030
|
|
|
(1,688
|
)
|
||
Increase in Cash, Cash Equivalents and Restricted Cash
|
1,784
|
|
|
1,913
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
|
|
||||
Beginning of period
|
16,407
|
|
|
15,337
|
|
||
End of period
|
$
|
18,191
|
|
|
$
|
17,250
|
|
Supplemental Cash Flow Information
|
|
|
|
||||
Cash paid for interest
|
$
|
8,939
|
|
|
$
|
7,131
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||
Series A-1 preferred units
|
316,103
|
|
|
—
|
|
OP units
|
29,062,706
|
|
|
26,719,607
|
|
Subordinated performance units
|
10,663,892
|
|
|
11,604,738
|
|
LTIP units
|
890,169
|
|
|
771,396
|
|
DownREIT units
|
|
|
|
||
DownREIT OP units
|
1,834,786
|
|
|
1,834,786
|
|
DownREIT subordinated performance units
|
4,386,999
|
|
|
4,386,999
|
|
Total
|
47,154,655
|
|
|
45,317,526
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
550,025
|
|
|
$
|
528,304
|
|
Buildings and improvements
|
1,855,728
|
|
|
1,741,459
|
|
||
Furniture and equipment
|
5,700
|
|
|
5,470
|
|
||
Total self storage properties
|
2,411,453
|
|
|
2,275,233
|
|
||
Less accumulated depreciation
|
(188,407
|
)
|
|
(170,358
|
)
|
||
Self storage properties, net
|
$
|
2,223,046
|
|
|
$
|
2,104,875
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Self storage properties, net
|
$
|
660,645
|
|
|
$
|
655,973
|
|
Other assets
|
8,727
|
|
|
8,397
|
|
||
Total assets
|
$
|
669,372
|
|
|
$
|
664,370
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Debt financing
|
$
|
317,440
|
|
|
$
|
317,359
|
|
Other liabilities
|
5,693
|
|
|
4,855
|
|
||
Equity
|
346,239
|
|
|
342,156
|
|
||
Total liabilities and equity
|
$
|
669,372
|
|
|
$
|
664,370
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Total revenue
|
$
|
14,806
|
|
|
$
|
12,507
|
|
Property operating expenses
|
5,293
|
|
|
4,068
|
|
||
Net operating income
|
9,513
|
|
|
8,439
|
|
||
Supervisory, administrative and other expenses
|
(1,057
|
)
|
|
(898
|
)
|
||
Depreciation and amortization
|
(5,507
|
)
|
|
(7,489
|
)
|
||
Interest expense
|
(2,899
|
)
|
|
(2,826
|
)
|
||
Acquisition and other expenses
|
(262
|
)
|
|
(366
|
)
|
||
Net loss
|
$
|
(212
|
)
|
|
$
|
(3,140
|
)
|
|
|
|
|
Acquisitions Closed During the Three Months Ended:
|
|
Number of Properties
|
|
Summary of Investment
|
||||||||||||||||||
|
|
Cash and Acquisition Costs
|
|
Value of OP Equity
(1)
|
|
Mortgages Assumed
|
|
Other Liabilities
|
|
Total
|
||||||||||||
|
|
|
|
|
||||||||||||||||||
March 31, 2018
|
|
25
|
|
$
|
105,135
|
|
|
$
|
22,403
|
|
|
$
|
7,581
|
|
|
$
|
670
|
|
|
$
|
135,789
|
|
(1)
|
Value of OP equity represents the fair value of Series A-1 preferred units, OP units, subordinated performance units and LTIP units.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Customer in-place leases, net of accumulated amortization of $6,217 and $3,914, respectively
|
$
|
6,947
|
|
|
$
|
6,590
|
|
Receivables:
|
|
|
|
||||
Trade, net
|
2,198
|
|
|
2,274
|
|
||
PROs and other affiliates
|
74
|
|
|
979
|
|
||
Receivable from unconsolidated real estate venture
|
1,504
|
|
|
1,200
|
|
||
Property acquisition and other deposits
|
1,092
|
|
|
5,050
|
|
||
Interest rate swaps
|
21,453
|
|
|
12,414
|
|
||
Prepaid expenses and other
|
5,403
|
|
|
3,949
|
|
||
Corporate furniture, equipment and other, net
|
1,428
|
|
|
1,444
|
|
||
Trade name
|
3,200
|
|
|
3,200
|
|
||
Management contract, net of accumulated amortization of $1,033 and $856, respectively
|
9,588
|
|
|
9,765
|
|
||
Goodwill
|
5,750
|
|
|
5,750
|
|
||
Total
|
$
|
58,637
|
|
|
$
|
52,615
|
|
|
|
|
|
|
|
||||
|
Interest Rate
(1)
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Credit Facility:
|
|
|
|
|
|
||||
Revolving line of credit
|
3.28%
|
|
$
|
72,625
|
|
|
$
|
88,500
|
|
Term loan A
|
2.91%
|
|
235,000
|
|
|
235,000
|
|
||
Term loan B
|
3.24%
|
|
155,000
|
|
|
155,000
|
|
||
Term loan C
|
3.71%
|
|
105,000
|
|
|
105,000
|
|
||
Term loan D
|
3.79%
|
|
125,000
|
|
|
—
|
|
||
Term loan facility
|
3.08%
|
|
100,000
|
|
|
100,000
|
|
||
Fixed rate mortgages payable
|
4.17%
|
|
274,540
|
|
|
271,491
|
|
||
Total principal
|
|
|
1,067,165
|
|
|
954,991
|
|
||
Unamortized debt issuance costs and debt premium, net
|
|
|
2,435
|
|
|
3,106
|
|
||
Total debt
|
|
|
$
|
1,069,600
|
|
|
$
|
958,097
|
|
(1)
|
Represents the effective interest rate as of
March 31, 2018
. 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.
|
Year Ending December 31,
|
|
Scheduled Principal and Maturity Payments
|
|
Amortization of Premium and Unamortized Debt Issuance Costs
|
|
Total
|
||||||
Remainder of 2018
|
|
$
|
6,402
|
|
|
$
|
22
|
|
|
$
|
6,424
|
|
2019
|
|
5,128
|
|
|
3
|
|
|
5,131
|
|
|||
2020
|
|
112,022
|
|
|
(348
|
)
|
|
111,674
|
|
|||
2021
|
|
242,603
|
|
|
(435
|
)
|
|
242,168
|
|
|||
2022
|
|
159,205
|
|
|
(153
|
)
|
|
159,052
|
|
|||
2023
|
|
302,049
|
|
|
127
|
|
|
302,176
|
|
|||
Thereafter
|
|
239,756
|
|
|
3,219
|
|
|
242,975
|
|
|||
|
|
$
|
1,067,165
|
|
|
$
|
2,435
|
|
|
$
|
1,069,600
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Earnings (loss) per common share - basic and diluted
|
|
|
|
||||
Numerator
|
|
|
|
||||
Net income
|
$
|
11,973
|
|
|
$
|
7,181
|
|
Net income attributable to noncontrolling interests
|
(1,513
|
)
|
|
(6,626
|
)
|
||
Net income attributable to National Storage Affiliates Trust
|
10,460
|
|
|
555
|
|
||
Distributions to preferred shareholders
|
(2,588
|
)
|
|
—
|
|
||
Distributed and undistributed earnings allocated to participating securities
|
(7
|
)
|
|
(6
|
)
|
||
Net income attributable to common shareholders - basic
|
7,865
|
|
|
549
|
|
||
Effect of assumed conversion of dilutive securities
|
1,370
|
|
|
—
|
|
||
Net income attributable to common shareholders - diluted
|
$
|
9,235
|
|
|
$
|
549
|
|
|
|
|
|
||||
Denominator
|
|
|
|
||||
Weighted average shares outstanding - basic
|
50,299
|
|
|
43,401
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Weighted average OP units outstanding
|
29,135
|
|
|
—
|
|
||
Weighted average DownREIT OP unit equivalents outstanding
|
1,835
|
|
|
—
|
|
||
Weighted average LTIP units outstanding
|
321
|
|
|
—
|
|
||
Weighted average subordinated performance units and DownREIT subordinated performance unit equivalents
|
18,345
|
|
|
—
|
|
||
Weighted average shares outstanding - diluted
|
99,935
|
|
|
43,401
|
|
||
|
|
|
|
||||
Earnings (loss) per share - basic
|
$
|
0.16
|
|
|
$
|
0.01
|
|
Earnings (loss) per share - diluted
|
$
|
0.09
|
|
|
$
|
0.01
|
|
|
|
|
|
Fair value at December 31, 2016
|
$
|
8,159
|
|
Swap ineffectiveness
|
4
|
|
|
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income
|
770
|
|
|
Unrealized gains on interest rate swaps included in accumulated other comprehensive income
|
1,613
|
|
|
Fair value at March 31, 2017
|
$
|
10,546
|
|
|
|
||
Fair value at December 31, 2017
|
$
|
12,414
|
|
Losses on interest rate swaps reclassified into interest expense from accumulated other comprehensive income
|
49
|
|
|
Unrealized gains on interest rate swaps included in accumulated other comprehensive income
|
8,990
|
|
|
Fair value at March 31, 2018
|
$
|
21,453
|
|
•
|
market trends in our industry, interest rates, the debt and lending markets or the general economy;
|
•
|
our business and investment strategy;
|
•
|
the acquisition of properties, including the ability of our acquisitions to achieve underwritten capitalization rates and our ability to execute on our acquisition pipeline;
|
•
|
the timing of acquisitions;
|
•
|
our relationships with, and our ability and timing to attract additional, PROs;
|
•
|
our ability to effectively align the interests of our PROs with us and our shareholders;
|
•
|
the integration of our PROs and their managed portfolios into the Company, including into our financial and operational reporting infrastructure and internal control framework;
|
•
|
our operating performance and projected operating results, including our ability to achieve market rents and occupancy levels, reduce operating expenditures and increase the sale of ancillary products and services;
|
•
|
our ability to access additional off-market acquisitions;
|
•
|
actions and initiatives of the U.S. federal, state and local government and changes to U.S. federal, state and local government policies and the execution and impact of these actions, initiatives and policies;
|
•
|
the state of the U.S. economy generally or in specific geographic regions, states or municipalities;
|
•
|
economic trends and economic recoveries;
|
•
|
our ability to obtain and maintain financing arrangements on favorable terms;
|
•
|
general volatility of the securities markets in which we participate;
|
•
|
changes in the value of our assets;
|
•
|
projected capital expenditures;
|
•
|
the impact of technology on our products, operations, and business;
|
•
|
the implementation of our technology and best practices programs (including our ability to effectively implement our integrated Internet marketing strategy);
|
•
|
changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;
|
•
|
impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
|
•
|
our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;
|
•
|
availability of qualified personnel;
|
•
|
the timing of conversions of subordinated performance units in our operating partnership and subsidiaries of our operating partnership into OP units in our operating partnership, the conversion ratio in effect at such time and the impact of such convertibility on our diluted earnings (loss) per share;
|
•
|
the risks of investing through joint ventures, including whether the anticipated benefits from a joint venture are realized or may take longer to realize than expected;
|
•
|
estimates relating to our ability to make distributions to our shareholders in the future; and
|
•
|
our understanding of our competition.
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
$
|
58,904
|
|
|
$
|
56,562
|
|
|
$
|
2,342
|
|
Non-same store portfolio
|
13,107
|
|
|
1,282
|
|
|
11,825
|
|
|||
Total rental revenue
|
72,011
|
|
|
57,844
|
|
|
14,167
|
|
|||
Other property-related revenue
|
|
|
|
|
|
||||||
Same store portfolio
|
1,962
|
|
|
1,841
|
|
|
121
|
|
|||
Non-same store portfolio
|
359
|
|
|
40
|
|
|
319
|
|
|||
Total other property-related revenue
|
2,321
|
|
|
1,881
|
|
|
440
|
|
|||
Property operating expenses
|
|
|
|
|
|
||||||
Same store portfolio
|
19,990
|
|
|
19,231
|
|
|
759
|
|
|||
Non-same store portfolio
|
5,236
|
|
|
518
|
|
|
4,718
|
|
|||
Total property operating expenses
|
25,226
|
|
|
19,749
|
|
|
5,477
|
|
|||
Net operating income
|
|
|
|
|
|
||||||
Same store portfolio
|
40,876
|
|
|
39,172
|
|
|
1,704
|
|
|||
Non-same store portfolio
|
8,230
|
|
|
804
|
|
|
7,426
|
|
|||
Total net operating income
|
49,106
|
|
|
39,976
|
|
|
9,130
|
|
|||
Management fees and other revenue
|
2,161
|
|
|
1,838
|
|
|
323
|
|
|||
General and administrative expenses
|
(8,306
|
)
|
|
(7,181
|
)
|
|
(1,125
|
)
|
|||
Depreciation and amortization
|
(21,368
|
)
|
|
(18,683
|
)
|
|
(2,685
|
)
|
|||
Income from operations
|
21,593
|
|
|
15,950
|
|
|
5,643
|
|
|||
Other (expense) income
|
|
|
|
|
|
||||||
Interest expense
|
(9,635
|
)
|
|
(7,471
|
)
|
|
(2,164
|
)
|
|||
Equity in losses of unconsolidated real estate venture
|
(52
|
)
|
|
(785
|
)
|
|
733
|
|
|||
Acquisition costs
|
(180
|
)
|
|
(144
|
)
|
|
(36
|
)
|
|||
Non-operating expense
|
(84
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|||
Gain on sale of self storage properties
|
474
|
|
|
—
|
|
|
474
|
|
|||
Other expense
|
(9,477
|
)
|
|
(8,452
|
)
|
|
(1,025
|
)
|
|||
Income before income taxes
|
12,116
|
|
|
7,498
|
|
|
4,618
|
|
|||
Income tax expense
|
(143
|
)
|
|
(317
|
)
|
|
174
|
|
|||
Net income
|
11,973
|
|
|
7,181
|
|
|
4,792
|
|
|||
Net income attributable to noncontrolling interests
|
(1,513
|
)
|
|
(6,626
|
)
|
|
5,113
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Net income attributable to National Storage Affiliates Trust
|
10,460
|
|
|
555
|
|
|
9,905
|
|
|||
Distributions to preferred shareholders
|
(2,588
|
)
|
|
—
|
|
|
(2,588
|
)
|
|||
Net income attributable to common shareholders
|
$
|
7,872
|
|
|
$
|
555
|
|
|
$
|
7,317
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
11,973
|
|
|
$
|
7,181
|
|
Add (subtract):
|
|
|
|
||||
Real estate depreciation and amortization
|
21,075
|
|
|
18,243
|
|
||
Company's share of unconsolidated real estate venture real estate depreciation and amortization
|
1,377
|
|
|
1,872
|
|
||
Gain on sale of self storage properties
|
(474
|
)
|
|
—
|
|
||
Distributions to preferred shareholders and unitholders
|
(2,689
|
)
|
|
—
|
|
||
FFO attributable to subordinated performance unitholders
(1)
|
(5,584
|
)
|
|
(6,141
|
)
|
||
FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
|
25,678
|
|
|
21,155
|
|
||
Add:
|
|
|
|
||||
Acquisition costs
|
180
|
|
|
144
|
|
||
Company's share of unconsolidated real estate venture acquisition costs
|
—
|
|
|
19
|
|
||
Core FFO attributable to common shareholders, OP unitholders, and LTIP unitholders
|
$
|
25,858
|
|
|
$
|
21,318
|
|
|
|
|
|
||||
Weighted average shares and units outstanding - FFO and Core FFO:
(2)
|
|||||||
Weighted average shares outstanding - basic
|
50,299
|
|
|
43,401
|
|
||
Weighted average restricted common shares outstanding
|
30
|
|
|
17
|
|
||
Weighted average OP units outstanding
|
29,135
|
|
|
25,959
|
|
||
Weighted average DownREIT OP unit equivalents outstanding
|
1,835
|
|
|
1,835
|
|
||
Weighted average LTIP units outstanding
|
665
|
|
|
1,468
|
|
||
Total weighted average shares and units outstanding - FFO and Core FFO
|
81,964
|
|
|
72,680
|
|
||
|
|
|
|
||||
FFO per share and unit
|
$
|
0.31
|
|
|
$
|
0.29
|
|
Core FFO per share and unit
|
$
|
0.32
|
|
|
$
|
0.29
|
|
(1) Amounts represent distributions declared for subordinated performance unitholders and DownREIT subordinated performance unitholders for the periods presented.
|
|||||||
(2) NSA combines OP units and DownREIT OP units with common shares because, after the applicable lock-out periods, OP units in the Company's operating partnership are redeemable for cash or, at NSA's option, exchangeable for common shares on a one-for-one basis and DownREIT OP units are also redeemable for cash or, at NSA's option, exchangeable for OP units in our operating partnership on a one-for-one basis, subject to certain adjustments in each case. Subordinated performance units, DownREIT subordinated performance units, and LTIP units may also, under certain circumstances, be convertible into or exchangeable for common shares (or other units that are convertible into or exchangeable for common shares). See footnote
(1)
in the following table for additional discussion of subordinated performance units, DownREIT subordinated performance units, and LTIP units in the calculation of FFO and Core FFO per share and unit.
|
|
|
|
|
||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Earnings (loss) per share - diluted
|
$
|
0.09
|
|
|
$
|
0.01
|
|
Impact of the difference in weighted average number of shares
(1)
|
0.02
|
|
|
(0.01
|
)
|
||
Impact of GAAP accounting for noncontrolling interests, two-class method and treasury stock method
(2)
|
—
|
|
|
0.09
|
|
||
Add real estate depreciation and amortization
|
0.26
|
|
|
0.25
|
|
||
Add Company's share of unconsolidated venture real estate depreciation and amortization
|
0.02
|
|
|
0.03
|
|
||
Subtract gain on sale of self storage properties
|
(0.01
|
)
|
|
—
|
|
||
FFO attributable to subordinated performance unitholders
|
(0.07
|
)
|
|
(0.08
|
)
|
||
FFO per share and unit
|
0.31
|
|
|
0.29
|
|
||
Add acquisition costs and Company's share of unconsolidated real estate venture acquisition costs
|
0.01
|
|
|
—
|
|
||
Core FFO per share and unit
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
|
|
|
(1) Adjustment accounts for the difference between the weighted average number of shares used to calculate diluted earnings per share and the weighted average number of shares used to calculate FFO and Core FFO per share and unit. Diluted earnings per share is calculated using the two-class method for the company's restricted common shares and the treasury stock method for certain unvested LTIP units, and assumes the conversion of vested LTIP units into OP units on a one-for-one basis and the hypothetical conversion of subordinated performance units, and DownREIT subordinated performance units into OP units, even though such units may only be convertible into OP units (i) after a lock-out period and (ii) upon certain events or conditions. For additional information about the conversion of subordinated performance units, DownREIT subordinated performance units and LTIP units into OP units, see Note 9 in Item 1. The computation of weighted average shares and units for FFO and Core FFO per share and unit includes all restricted common shares and LTIP units that participate in distributions and excludes all subordinated performance units and DownREIT subordinated performance units because their effect has been accounted for through the allocation of FFO to the related unitholders based on distributions declared.
|
|||||||
(2) Represents the effect of adjusting the numerator to consolidated net income (loss) prior to GAAP allocations for noncontrolling interests, after deducting preferred share and unit distributions, and before the application of the two-class method and treasury stock method, as described in footnote
(1)
.
|
•
|
NOI 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.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
11,973
|
|
|
$
|
7,181
|
|
(Subtract) Add:
|
|
|
|
||||
Management fees and other revenue
|
(2,161
|
)
|
|
(1,838
|
)
|
||
General and administrative expenses
|
8,306
|
|
|
7,181
|
|
||
Depreciation and amortization
|
21,368
|
|
|
18,683
|
|
||
Interest expense
|
9,635
|
|
|
7,471
|
|
||
Equity in losses of unconsolidated real estate venture
|
52
|
|
|
785
|
|
||
Acquisition costs
|
180
|
|
|
144
|
|
||
Income tax expense
|
143
|
|
|
317
|
|
||
Gain on sale of self storage properties
|
(474
|
)
|
|
—
|
|
||
Non-operating expense
|
84
|
|
|
52
|
|
||
Net Operating Income
|
$
|
49,106
|
|
|
$
|
39,976
|
|
•
|
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.
|
•
|
recurring capital expenditures, which represent the portion of capital expenditures that are deemed to replace the consumed portion of acquired capital assets and extend their useful life;
|
•
|
revenue enhancing capital expenditures, which represent the portion of capital expenditures that are made to enhance the revenue and value of an asset from its original purchase condition; and
|
•
|
acquisitions capital expenditures, which represent the portion of capital expenditures capitalized during the current period that were identified and underwritten prior to a property's acquisition.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Recurring capital expenditures
|
$
|
1,258
|
|
|
$
|
758
|
|
Revenue enhancing capital expenditures
|
757
|
|
|
85
|
|
||
Acquisitions capital expenditures
|
1,917
|
|
|
2,260
|
|
||
Total capital expenditures
|
3,932
|
|
|
3,103
|
|
||
Change in accrued capital spending
|
(31
|
)
|
|
51
|
|
||
Capital expenditures per statement of cash flows
|
$
|
3,901
|
|
|
$
|
3,154
|
|
|
|
|
|
(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.
|
Period
|
|
Total number of shares purchased
|
|
-
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum numbers of shares that may yet be purchased under the plans or programs
|
|
January 1 - January 31, 2018
|
|
2,748
|
|
(1)
|
|
|
n/a
|
|
n/a
|
February 1 - February 28, 2018
|
|
—
|
|
|
|
|
n/a
|
|
n/a
|
March 1 - March 31, 2018
|
|
—
|
|
|
|
|
n/a
|
|
n/a
|
(1) 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 $27.26 and is based on the closing price of our common shares as of January 1, 2018, the date of withholding.
|
|
National Storage Affiliates Trust
|
|
|
By:
|
/s/ ARLEN D. NORDHAGEN
|
|
Arlen D. Nordhagen
|
|
chairman of the board of trustees
|
|
and chief executive officer
|
|
(principal executive officer)
|
|
|
|
|
By:
|
/s/ TAMARA D. FISCHER
|
|
Tamara D. Fischer
|
|
chief financial officer
|
|
(principal financial officer)
|
(a)
|
As soon as practicable after the date that is 12 months after the completion of the Contribution Transactions (or prior to such date in the REIT's sole and absolute discretion), the REIT shall prepare and file a new, or amend an existing, Registration Statement, or amend or supplement the Prospectus to an existing Registration Statement, to register the offer and resale of the Registrable Shares on a delayed or continuous basis pursuant to Rule 415 (the "
Shelf Registration Statement
"). The REIT will have the right to include other securities to be sold for its own account or other holders in the Shelf Registration Statement. Subject to Section 3, the REIT shall use all commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, to the extent necessary, and to keep such Shelf Registration Statement (or a successor registration statement filed with respect to the Registrable Shares, which shall be deemed to be included within the definition of Shelf Registration Statement for purposes of this Agreement) continuously effective for a period ending when all Series A-1 Preferred Shares covered by the Shelf Registration Statement are no longer Registrable Shares.
|
(b)
|
The REIT shall provide notice to the Holders of such anticipated filing, amendment or supplement together with a form of notice and questionnaire (the "
Notice and Questionnaire
") to be completed by each Holder desiring to have any of such Holder's Registrable Shares included in the Shelf Registration Statement. The Notice and Questionnaire provided shall solicit information from each Holder regarding the number of Registrable Shares such Holder desires to include in the Shelf Registration Statement and such other information relating to such Holder as the REIT determines is reasonably required in connection with the Shelf Registration Statement, including, without limitation, all information relating to such Holder required to be included in the Shelf Registration Statement or that may be required in connection with applicable FINRA or other regulatory filings to be made in connection with the Shelf Registration Statement. Any Holder that has not delivered a duly completed and executed Notice and Questionnaire within 15 Business Days after the REIT provides the notice referred to above will not be entitled to have such Holder's Registrable Shares included in the Shelf Registration Statement; provided, however, that the REIT shall use commercially reasonable efforts to include the Registrable Shares requested to be included by any Holder that delivers a duly completed and executed Notice and Questionnaire at least ten days prior to the anticipated effectiveness of the Shelf Registration Statement. While the Shelf Registration Statement is effective, within 90 days following the written request (accompanied by a duly completed and executed Notice and Questionnaire) of a Holder holding Registrable Shares that were not included in the Shelf Registration Statement, the REIT shall file (and use all commercially reasonable efforts to have become effective promptly thereafter, to the extent applicable) a post-effective amendment, prospectus supplement or additional registration statement registering the offering and sale of such Holder's Registrable Shares on a delayed or continuous basis pursuant to Rule 415 (which, following its effectiveness, shall be deemed to be included within the definition of Shelf Registration Statement for purposes of this Agreement).
|
(c)
|
During the period that the Shelf Registration Statement is effective, the REIT shall supplement or make amendments to the Shelf Registration Statement, if required by the
|
(d)
|
If any offering pursuant to the Shelf Registration Statement is an Underwritten Offering, the REIT shall have the right to select the managing underwriter or underwriters to administer any such Underwritten Offering.
|
Title:
|
Trustee of the Crowley Community Property Revocable Trust
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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 and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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 and Chief Executive Officer
|
By:
|
/s/ Tamara D. Fischer
|
|
Tamara D. Fischer
|
|
Executive Vice President and Chief Financial Officer
|