Investment in Storage Facilities | 4. INVESTMENT IN STORAGE FACILITIES The following summarizes our activity in storage facilities during the six months ended June 30, 2016. (dollars in thousands) Cost: Beginning balance $ 2,491,702 Acquisition of storage facilities 431,460 Improvements and equipment additions 13,624 Additions to consolidated subsidiary 2,117 Net increase in construction in progress 12,724 Dispositions (29,333 ) Ending balance $ 2,922,294 Accumulated Depreciation: Beginning balance $ 465,195 Additions during the period 31,674 Dispositions (10,348 ) Ending balance $ 486,521 The Company acquired 34 facilities during the six months ended June 30, 2016. The acquisition of one store that was acquired at certificate of occupancy was accounted for as an asset acquisition. The cost of this store, including closing costs, was assigned to its land, building, equipment and improvements components based upon their relative fair values. The assets and liabilities of the other 33 storage facilities acquired in 2016, which primarily consist of tangible and intangible assets, are measured at fair value on the date of acquisition in accordance with the principles of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures” (dollars in thousands) Consideration paid Acquisition Date Fair Value State Number Date of Purchase Cash Value of Mortgage Net Other Land Building, In-Place Closing Florida 4 1/6/2016 $ 20,350 $ 20,246 $ — $ — $ 104 $ 6,646 $ 13,339 $ 365 $ 372 California 4 1/21/2016 78,750 78,562 — — 188 27,876 49,860 1,014 332 New Hampshire 5 1/21/2016 54,225 53,941 — — 284 12,902 40,428 895 576 Massachusetts 1 1/21/2016 11,375 11,350 — — 25 4,874 6,335 166 65 Texas 3 1/21/2016 42,050 41,894 — — 156 23,487 18,000 563 251 Arizona 1 2/1/2016 9,275 9,261 — — 14 988 8,224 63 120 Florida 1 2/12/2016 11,274 11,270 — — 4 2,294 8,980 — — Pennsylvania 1 2/17/2016 5,750 5,732 — — 18 1,768 3,879 103 148 Colorado 1 2/29/2016 12,600 12,549 — — 51 4,528 7,915 157 172 California 3 3/16/2016 68,832 63,965 4,472 — 395 22,647 45,371 814 265 California 1 3/17/2016 17,320 17,278 — — 42 6,728 10,339 253 116 California 1 4/11/2016 36,750 33,346 3,295 — 109 17,445 18,840 465 125 Connecticut 2 4/14/2016 17,313 17,152 — — 161 6,142 10,904 267 172 New York 2 4/26/2016 24,312 20,143 — 4,249 (80 ) 5,710 18,201 401 340 Florida 1 5/2/2016 8,100 4,006 — 4,036 58 3,018 4,922 160 144 Texas 1 5/5/2016 10,800 10,708 — — 92 2,333 8,302 165 117 New York 2 5/19/2016 8,400 8,366 — — 34 714 7,521 165 180 Total acquired 34 $ 437,476 $ 419,769 $ 7,767 $ 8,285 $ 1,655 $ 150,100 $ 281,360 $ 6,016 $ 3,495 All of the properties acquired were purchased from unrelated third parties. The operating results of the facilities acquired have been included in the Company’s operations since the respective acquisition dates. Of the $419.8 million paid at closing for the properties acquired during 2016, $4.0 million represented deposits that were paid in 2015 when certain of these properties originally went under contract. In addition to the closing costs expensed on 2016 acquisitions, the Company also incurred $0.6 million of acquisition costs during the six months ended June 30, 2016 related to facilities acquired in July of 2016, including the acquisition of LifeStorage, LP (See Note 16). Non-cash investing activities during 2016 include the issuance of $7.8 million in Operating Partnership Units, the assumption of two mortgages with outstanding balances of $8.3 million, and the assumption of net other liabilities of $1.7 million. The Company measures the fair value of in-place customer lease intangible assets based on the Company’s experience with customer turnover. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period). In-place customer leases are included in other assets on the Company’s consolidated balance sheets as follows: (Dollars in thousands) Jun. 30, Dec. 31, In-place customer leases $ 28,237 $ 22,320 Accumulated amortization (23,912 ) (21,017 ) Net carrying value at the end of period $ 4,325 $ 1,303 Amortization expense related to in-place customer leases was $1.8 million and $1.0 million for the three months ended June 30, 2016 and 2015, respectively and was $3.0 million and $2.0 million for the six months ended June 30, 2016 and 2015, respectively. The Company expects to record $6.3 million and $1.0 million of amortization expense for the years ended December 31, 2016 and 2017, respectively. During the six months ended June 30, 2016, the Company acquired 34 properties. On July 15, 2016, the Company acquired LifeStorage, LP (See Note 16). The following pro forma information is based on the combined historical financial statements of the Company, the 34 properties acquired during the six months ended June 30, 2016, and LifeStorage, LP as if the acquisitions had all occurred as of January 1, 2015. (Dollars in thousands, except per share data) Three Three Six Six Total revenues $ 128,494 $ 113,999 $ 251,813 $ 221,356 Net income attributable to common shareholders $ 53,890 $ 12,771 $ 84,239 $ 18,490 Earnings per common share Basic $ 1.17 $ 0.28 $ 1.83 $ 0.40 Diluted $ 1.16 $ 0.28 $ 1.82 $ 0.40 The above pro forma information includes the results of eight stores acquired by LifeStorage, LP in 2016 and 17 stores acquired by LifeStorage, LP in 2015. These stores therefore were not owned for the entire pro forma periods. The above pro forma information also includes increases in amortization of in-place customer leases totaling $13.2 million and $26.5 million for the three and six month periods ending June 30, 2015, respectively. As noted above, in-place customer leases are amortized over their estimated future benefit period of 12 months. Material, nonrecurring pro forma adjustments directly attributable to the business combinations and included in the above pro forma financial information include reductions to interest expense related to acquisition bridge financing totaling $7.3 million for the three and six months ended June 30, 2016 and reductions to acquisition costs totaling $1.7 million and $4.1 million for the three and six months ended June 30, 2016, respectively. The following table summarizes the revenues and earnings since the acquisition dates that are included in the Company’s consolidated statements of operations for the six months ended June 30, 2016 related to the 34 properties acquired during the three and six months ended June 30, 2016. (Dollars in thousands) Three Months Six Months Total revenues $ 7,967 $ 11,720 Net loss attributable to common shareholders $ (376 ) $ (2,275 ) The above net losses attributable to common shareholders were primarily due to the acquisition costs incurred in connection with the 2016 acquisitions. Property Dispositions During 2016 the Company sold eight non-strategic properties with a carrying value of $18.8 million and received cash proceeds of $34.1 million, resulting in a $15.3 million gain on sale. During 2015 the Company sold three non-strategic properties purchased in 2014 and 2015 with a carrying value of $5.1 million and received cash proceeds of $4.6 million, resulting in a $0.5 million loss on sale. The following table summarizes the revenues and expenses up to the dates of sale of the 11 properties sold in 2016 and 2015 that are included in the Company’s consolidated statements of operations for 2016 and 2015. (Dollars in thousands) Three Months Three Months Six Months Six Months Total operating revenues $ 1,171 $ 1,140 $ 2,324 $ 2,258 Property operations and maintenance expense (299 ) (321 ) (614 ) (644 ) Real estate tax expense (25 ) (69 ) (98 ) (138 ) Depreciation and amortization expense (179 ) (174 ) (359 ) (350 ) Gain (loss) on sale of storage facilities 15,270 — 15,270 (7 ) $ 15,938 $ 576 $ 16,523 $ 1,119 |