Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 06, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ck0001575428 | |
Entity Registrant Name | STRATEGIC STORAGE GROWTH TRUST, INC. | |
Entity Central Index Key | 1,575,428 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Class A Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,094,325 | |
Class T Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,612,599 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Real estate facilities: | |||
Land | $ 49,297,619 | [1] | $ 40,955,234 |
Buildings | 177,973,692 | [1] | 125,878,582 |
Site improvements | 12,291,160 | [1] | 9,527,049 |
Real estate facilities, gross | 239,562,471 | [1] | 176,360,865 |
Accumulated depreciation | (11,647,550) | [1] | (7,052,779) |
Real estate facilities, net | 227,914,921 | [1] | 169,308,086 |
Construction in process | 4,108,635 | [1] | 10,753,238 |
Real estate facilities, net | 232,023,556 | [1] | 180,061,324 |
Cash and cash equivalents | 2,566,634 | [1] | 52,720,171 |
Other assets, net | 3,516,766 | [1] | 5,825,906 |
Debt issuance costs, net | 124,852 | [1] | 465,378 |
Intangible assets, net | 512,877 | [1] | 856,979 |
Total assets | 238,744,685 | [1] | 239,929,758 |
LIABILITIES AND EQUITY | |||
Secured debt, net | 12,873,428 | [1] | 5,594,779 |
Accounts payable and accrued liabilities | 4,236,454 | [1] | 3,800,992 |
Due to affiliates | 2,871,539 | [1] | 3,406,088 |
Distributions payable | 1,033,826 | [1] | 833,488 |
Total liabilities | 21,015,247 | [1] | 13,635,347 |
Commitments and contingencies (Note 8) | [1] | ||
Redeemable common stock | 8,208,920 | [1] | 5,679,485 |
Equity: | |||
Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at September 30, 2018 and December 31, 2017 | [1] | ||
Additional paid-in capital | 247,569,361 | [1] | 247,552,584 |
Distributions | (18,708,534) | [1] | (10,655,612) |
Accumulated deficit | (19,332,578) | [1] | (16,607,616) |
Accumulated other comprehensive income | 46,992 | [1] | 371,923 |
Total Strategic Storage Growth Trust, Inc. equity | 209,601,948 | [1] | 220,687,789 |
Noncontrolling interests in our Operating Partnership | (81,430) | [1] | (72,863) |
Total equity | 209,520,518 | [1] | 220,614,926 |
Total liabilities and equity | 238,744,685 | [1] | 239,929,758 |
Class A Common stock | |||
Equity: | |||
Common stock, Value | 19,094 | [1] | 18,943 |
Total equity | 19,094 | 18,943 | |
Class T Common stock | |||
Equity: | |||
Common stock, Value | 7,613 | [1] | 7,567 |
Total equity | $ 7,613 | $ 7,567 | |
[1] | (Unaudited) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | [1] | Dec. 31, 2017 |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | |
Preferred Stock, shares issued | 0 | 0 | |
Preferred Stock, shares outstanding | 0 | 0 | |
Class A Common stock | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 350,000,000 | 350,000,000 | |
Common Stock, shares issued | 19,094,325 | 18,942,639 | |
Common Stock, shares outstanding | 19,094,325 | 18,942,639 | |
Class T Common stock | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 350,000,000 | 350,000,000 | |
Common Stock, shares issued | 7,612,599 | 7,566,333 | |
Common Stock, shares outstanding | 7,612,599 | 7,566,333 | |
[1] | (Unaudited) |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Ancillary operating revenue | $ 166,657 | $ 29,181 | $ 425,517 | $ 70,885 |
Total revenues | 5,224,659 | 3,804,702 | 14,369,493 | 9,557,514 |
Operating expenses: | ||||
Property operating expenses | 2,307,041 | 1,862,731 | 6,277,406 | 4,350,934 |
Property operating expenses – affiliates | 647,305 | 605,275 | 1,838,634 | 1,265,058 |
General and administrative | 868,907 | 417,384 | 2,634,015 | 1,596,060 |
Depreciation | 1,708,502 | 1,182,706 | 4,662,698 | 2,716,371 |
Intangible amortization expense | 275,398 | 157,213 | 739,102 | 601,644 |
Acquisition expenses – affiliates | 33,446 | 925,570 | 172,800 | 1,998,058 |
Other property acquisition expenses | 2,448 | 542,548 | 93,722 | 882,454 |
Total operating expenses | 5,843,047 | 5,693,427 | 16,418,377 | 13,410,579 |
Operating loss | (618,388) | (1,888,725) | (2,048,884) | (3,853,065) |
Other income (expense): | ||||
Interest expense | (120,105) | (24,992) | (201,034) | (64,147) |
Interest expense – debt issuance costs | (170,144) | (46,137) | (463,397) | (372,934) |
Other | 544 | 168,284 | (13,694) | 278,934 |
Net loss | (908,093) | (1,791,570) | (2,727,009) | (4,011,212) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 749 | 1,155 | 2,047 | 3,631 |
Net loss attributable to Strategic Storage Growth Trust, Inc. common stockholders | (907,344) | (1,790,415) | (2,724,962) | (4,007,581) |
Real Estate | ||||
Revenues: | ||||
Self storage rental revenue | $ 5,058,002 | $ 3,775,521 | $ 13,943,976 | $ 9,486,629 |
Class A Common stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.03) | $ (0.07) | $ (0.10) | $ (0.18) |
Weighted average shares outstanding-basic and diluted | 19,086,331 | 18,809,084 | 19,043,406 | 16,109,501 |
Class T Common stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.03) | $ (0.07) | $ (0.10) | $ (0.18) |
Weighted average shares outstanding-basic and diluted | 7,607,311 | 7,520,457 | 7,593,641 | 5,962,771 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (908,093) | $ (1,791,570) | $ (2,727,009) | $ (4,011,212) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 202,536 | 328,298 | (324,931) | 589,800 |
Comprehensive loss | (705,557) | (1,463,272) | (3,051,940) | (3,421,412) |
Comprehensive loss attributable to noncontrolling interests: | ||||
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership | 596 | 1,073 | 2,292 | 3,332 |
Comprehensive loss attributable to Strategic Storage Growth Trust, Inc. common stockholders | $ (704,961) | $ (1,462,199) | $ (3,049,648) | $ (3,418,080) |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Total | Additional Paid-in Capital | Distributions | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Strategic Storage Growth Trust,Inc.Equity | Noncontrolling Interests in our Operating Partnership | Class A Common stock | Class T Common stock | Redeemable common Stock | |
Beginning Balance at Dec. 31, 2017 | $ 220,614,926 | $ 247,552,584 | $ (10,655,612) | $ (16,607,616) | $ 371,923 | $ 220,687,789 | $ (72,863) | $ 18,943 | $ 7,567 | ||
Beginning Balance at Dec. 31, 2017 | 5,679,485 | $ 5,679,485 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 18,942,639 | 7,566,333 | |||||||||
Offering costs | (9,147) | (9,147) | (9,147) | ||||||||
Changes to redeemable common stock | (3,904,447) | (3,904,447) | (3,904,447) | 3,904,447 | |||||||
Redemptions of common stock | (144) | (144) | $ (111) | $ (33) | (1,375,012) | ||||||
Redemptions of common stock (in shares) | (111,404) | (33,306) | |||||||||
Issuance of restricted stock | 5 | 5 | $ 5 | ||||||||
Issuance of restricted stock (in shares) | 5,000 | ||||||||||
Distributions | (8,052,922) | (8,052,922) | (8,052,922) | ||||||||
Distributions to noncontrolling interests | (6,520) | (6,520) | |||||||||
Issuance of shares for distribution reinvestment plan | 3,904,447 | 3,904,111 | 3,904,447 | $ 257 | $ 79 | ||||||
Issuance of shares for distribution reinvestment plan (in shares) | 258,090 | 79,572 | |||||||||
Stock based compensation expense | 26,260 | 26,260 | 26,260 | ||||||||
Net loss attributable to Strategic Storage Growth Trust, Inc. | (2,724,962) | (2,724,962) | (2,724,962) | ||||||||
Net loss attributable to the noncontrolling interests | (2,047) | (2,047) | |||||||||
Foreign currency translation adjustment | (324,931) | (324,931) | (324,931) | ||||||||
Ending Balance at Sep. 30, 2018 | 209,520,518 | [1] | $ 247,569,361 | $ (18,708,534) | $ (19,332,578) | $ 46,992 | $ 209,601,948 | $ (81,430) | $ 19,094 | $ 7,613 | |
Ending Balance at Sep. 30, 2018 | $ 8,208,920 | [1] | $ 8,208,920 | ||||||||
Ending Balance (in shares) at Sep. 30, 2018 | 19,094,325 | 7,612,599 | |||||||||
[1] | (Unaudited) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Cash flows from operating activities: | |||
Net loss | $ (2,727,009) | $ (4,011,212) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 5,865,197 | 3,690,949 | |
Expense related to issuance of restricted stock | 26,260 | 18,413 | |
Increase (decrease) in cash and cash equivalents from changes in assets and liabilities: | |||
Other assets, net | (520,196) | (773,925) | |
Accounts payable and accrued liabilities | 313,680 | 1,221,776 | |
Due to affiliates | 30,072 | 44,143 | |
Net cash provided by operating activities | 2,988,004 | 190,144 | |
Cash flows from investing activities: | |||
Purchase of real estate | (50,345,667) | (88,250,000) | |
Additions and development to real estate | (5,363,763) | (5,021,085) | |
Deposits on acquisitions of real estate facilities | (2,450,000) | ||
Redemption of preferred equity investment | 1,397,760 | ||
Net cash used in investing activities | (54,311,670) | (95,721,085) | |
Cash flows from financing activities: | |||
Proceeds from issuance of revolving secured debt | 9,000,000 | 5,000,000 | |
Principal payments of revolving secured debt | (12,647,000) | ||
Proceeds from issuance of non-revolving secured debt | 3,326,827 | ||
Principal payments of non-revolving secured debt | (5,053,000) | ||
Debt issuance costs | (151,323) | (135,960) | |
Gross proceeds from issuance of common stock | 171,980,653 | ||
Offering costs | (583,027) | (13,180,033) | |
Recission of common stock | (350,000) | ||
Redemptions of common stock | (1,384,376) | (98,797) | |
Distributions paid to common stockholders | (3,948,280) | (2,311,627) | |
Distributions paid to noncontrolling interests | (6,377) | (6,035) | |
Net cash provided by financing activities | 1,200,444 | 148,251,201 | |
Impact of foreign exchange rate changes on cash and cash equivalents | (30,315) | (9,708) | |
Net change in cash and cash equivalents | (50,153,537) | 52,710,552 | |
Cash and cash equivalents, beginning of period | 52,720,171 | 3,642,631 | |
Cash and cash equivalents, end of period | 2,566,634 | [1] | 56,353,183 |
Supplemental disclosures and non-cash transactions: | |||
Cash paid for interest | 393,555 | 305,691 | |
Interest capitalized | 270,497 | 213,137 | |
Supplemental disclosure of noncash activities: | |||
Deposits applied to purchase of real estate facilities | 1,550,000 | 400,000 | |
Construction in process in accounts payable and accrued liabilities | 906,695 | ||
Construction in process placed in service | 7,628,352 | ||
Offering costs included in due to affiliates | 3,063,039 | ||
Distributions payable to common stockholders | 1,033,826 | 802,925 | |
Issuance of shares for distribution reinvestment plan | $ 3,904,447 | 3,368,914 | |
Redemptions of common stock included in accounts payable and accrued liabilities | $ 139,121 | ||
[1] | (Unaudited) |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization | Note 1. Organization Strategic Storage Growth Trust, Inc., a Maryland corporation (the “Company”), was formed on March 12, 2013 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities. The Company’s year-end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to Strategic Storage Growth Trust, Inc. and each of our subsidiaries. SmartStop Asset Management, LLC, a Delaware limited liability company organized in 2013, was the sponsor of our Offering of shares of common stock (our “Sponsor”), as described below. Our Sponsor is a company focused on providing real estate advisory, asset management, and property management services. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of SS Growth Advisor, LLC (our “Advisor”) and owns 100% of SS Growth Property Management, LLC (our “Property Manager”). On October 1, 2015, SmartStop Self Storage, Inc. (“SmartStop”) and Extra Space Storage Inc. (“Extra Space”), along with subsidiaries of each of SmartStop and Extra Space, closed on a merger transaction (the “Merger”) in which SmartStop was acquired by Extra Space for $13.75 per share in cash, representing an enterprise value of approximately $1.4 billion. At the closing of the Merger, our Sponsor, which was previously owned by SmartStop, was sold to an entity controlled by H. Michael Schwartz, our Chairman of the Board of Directors and Chief Executive Officer, and became our Sponsor. The former executive management team of SmartStop continued to serve on the executive management team for our Sponsor. In addition, the majority of our management team at the time of the Merger continues to serve on our management team, as well as the management team of our Advisor and Property Manager. We have no employees. Our Advisor, a Delaware limited liability company, was formed on March 12, 2013. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of the advisory agreement we have with our Advisor (our “Advisory Agreement”). The majority of the officers of our Advisor are also officers of us and our Sponsor. Our Second Articles of Amendment and Restatement, as amended, authorize 350,000,000 shares of Class A common stock (“Class A Shares”), $0.001 par value per share and 350,000,000 shares of Class T common stock (“Class T Shares”), $0.001 par value per share and 200,000,000 shares of preferred stock with a par value of $0.001. On June 17, 2013, we commenced a private placement offering to accredited investors only for a maximum of $109.5 million in shares of common stock, including shares being offered pursuant to our distribution reinvestment plan (the “Private Offering”). On May 23, 2014, we satisfied the minimum offering requirements of $1 million from our Private Offering and commenced formal operations. We terminated the Private Offering on January 16, 2015. We raised gross offering proceeds of approximately $7.8 million from the issuance of approximately 830,000 shares pursuant to the Private Offering. On January 20, 2015, we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering”). The close down of our Primary Offering occurred on March 31, 2017. We sold approximately 17.9 million Class A Shares and approximately 7.5 million Class T Shares for approximately $193 million and $79 million respectively, in our Public Offering. On May 5, 2017, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $115.6 million in shares under our distribution reinvestment plan (our “DRP Offering”). As of September 30, 2018, we had sold approximately 480,000 Class A Shares and approximately 152,000 Class T Shares for approximately $5.5 million and $1.8 million, respectively, in our DRP Offering. On August 10, 2018, the board of directors (the “Board”) approved the suspension of our DRP Offering and share redemption program. On April 19, 2018, our Board, upon recommendation of our Nominating and Corporate Governance Committee, approved an estimated value per share of our common stock of $11.58 for our Class A Shares and Class T Shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2017. As a result of the calculation of our estimated value per share, effective in May 2018, shares sold pursuant to our DRP Offering (prior to the suspension of such offering noted above) were sold at the estimated value per share of our common stock of $11.58 per share for Class A Shares and Class T Shares. Our operating partnership, SS Growth Operating Partnership, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on March 13, 2013. During 2013, our Advisor purchased a limited partnership interest in our Operating Partnership totaling $201,000 and on May 31, 2013, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. As of September 30, 2018, we owned approximately 99.9% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.1% of the common units are owned by our Advisor. As the sole general partner of our Operating Partnership, we have the exclusive power to manage and conduct the business of our Operating Partnership. We conduct certain activities through our taxable REIT subsidiary, SS Growth TRS, Inc., a Delaware corporation (the “TRS”) which was formed on March 14, 2013, and is a wholly owned subsidiary of our Operating Partnership. Our Property Manager was formed on March 12, 2013 to manage our properties. Our Property Manager derives substantially all of its income from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. From October 1, 2015 through September 30, 2017, our Property Manager contracted with Extra Space Storage, Inc. (“Extra Space”) for Extra Space to serve as the sub-property manager for each of our properties located in the United States pursuant to separate sub-property management agreements for each property. On October 1, 2017, our Property Manager terminated each sub-property management agreement with Extra Space and our Property Manager now manages all of our properties directly. In connection therewith an affiliate of our Property Manager acquired the “SmartStop® Self Storage” brand from Extra Space. We began using the “SmartStop® Self Storage” brand at our United States properties effective October 1, 2017. Please see Note 7 – Related Party Transactions Property Management Agreement All properties owned or acquired in Canada will be managed by a subsidiary of our Sponsor and are branded using the SmartStop ® Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”). Our Dealer Manager was responsible for marketing our shares being offered pursuant to our Primary Offering. Our Sponsor owns a 15% non-voting equity interest in our Dealer Manager. Affiliates of our Dealer Manager own a 2.5% non-voting membership interest in our Advisor. Our Sponsor owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (our “Transfer Agent”). On May 31, 2018, the Company executed a transfer agent agreement (the “Transfer Agent Agreement”), with our Transfer Agent. Our Transfer Agent provides transfer agent and registrar services to us that are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. As we accepted subscriptions for shares of our common stock, we transferred the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we were deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership was deemed to have simultaneously paid the sales commissions and other costs associated with the Public Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, as amended (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement. As of September 30, 2018, we owned 28 self storage facilities located in 10 states (Arizona, California, Colorado, Florida, Illinois, Massachusetts, During the second quarter of 2018, our Board established a special committee comprised solely of its independent directors to conduct a review of strategic alternatives and address any potential conflicts of interest. As a result of this process, on October 1, 2018, we and our Operating Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Storage Trust II, Inc., a non-traded REIT sponsored by our Sponsor (“SST II”), Potential Merger |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these consolidated entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of December 31, 2017, we had not entered into any other contracts/interests that would be deemed to be variable interests in a VIE other than one preferred equity investment, which was accounted for under the equity method of accounting. As of September 30, 2018, such preferred equity investment had been redeemed, and the only other contract/interest that would be deemed to be variable interests in a VIE was our tenant insurance joint venture, which is accounted for using the equity method of accounting. For more information please see Note 9, Potential Acquisitions Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles. Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through high quality financial institutions. Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs, as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.4 million and approximately $1.3 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework provides guidance for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. We adopted this ASU on January 1, 2018. We expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the nine months ended September 30, 2018, we acquired four properties that did not meet the revised definition of a business, and we capitalized approximately $1.0 million of acquisition-related transaction costs that would have otherwise been expensed under the guidance in effect prior to January 1, 2018. During the three months ended September 30, 2018 and 2017, we expensed approximately $36,000 and approximately $1.5 million, respectively, of acquisition-related transaction costs that did not meet our capitalization criteria during the respective periods. During the nine months ended September 30, 2018 and 2017, we expensed approximately $0.3 million and approximately $2.9 million, respectively, of acquisition-related transaction costs that did not meet our capitalization criteria during the respective periods. Evaluation of Possible Impairment of Long-Lived Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three and nine months ended September 30, 2018 and 2017, no impairment losses were recognized. Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets. Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. Real Estate Facilities Real estate facilities are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Life Land Not Depreciated Buildings 30-35 years Site Improvements 7-10 years Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2018 and December 31, 2017, the gross amounts allocated to in-place lease intangibles were approximately $4.4 million and $4.1 million, respectively, and accumulated amortization of in-place lease intangibles totaled approximately $3.9 million and $3.2 million, respectively. The total future estimated amortization expense of intangible assets for the years ending December 31, 2018 and 2019 is approximately $0.2 million and $0.3 million, respectively, and none for the years thereafter. Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense). Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining revolving financing are presented in debt issuance costs on our consolidated balance sheets and such net amounts as of September 30, 2018 and December 31, 2017 totaled approximately $0.1 million and $0.5 million, respectively. The net carrying value of costs incurred in connection with obtaining non-revolving financing are presented in our consolidated balance sheets as a deduction from secured debt and such amounts as of September 30, 2018 and December 31, 2017 totaled approximately $0.2 million and $0.3 million, respectively. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. Organization and Offering Costs We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager was also permitted to re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent the due diligence expenses could not be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, could not exceed 3% of gross offering proceeds from sales in the Public Offering. We record a liability within Due to affiliates for the future estimated stockholder servicing fees at the time of sale of Class T Shares as an offering cost. Redeemable Common Stock and Distribution Reinvestment Plan We previously adopted a share redemption program that enabled stockholders to sell their shares to us in limited circumstances. However, this program has been suspended, as discussed in Note 8 below. We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable by the holder pursuant to the share redemption program. The maximum amount redeemable under our share redemption program is limited to the number of shares we can repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares are contingently redeemable by the holder pursuant to the share redemption program. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. For the six months ended June 30, 2018, we received quarterly redemption requests totaling approximately 145,000 shares and approximately $1.4 million. Such requests were fulfilled in April and July 2018. Due to the suspension of our share redemption program, no shares were redeemed for the three months ended September 30, 2018. For the year ended December 31, 2017, we received redemption requests totaling approximately 22,000 shares and approximately $211,000. Such requests were fulfilled in April, July, and October 2017 and January 2018. Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we use when measuring fair value: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety. The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, tenant accounts receivable, other assets, variable-rate secured debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We had no assets or liabilities that required fair value measurements on a recurring basis at September 30, 2018 and December 31, 2017. Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2014. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities. Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented is computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU was applied using the modified retrospective approach. We have determined that our self storage rental revenues are not subject to the guidance in ASU 2014-09, as they qualify as lease contracts, which are excluded from its scope. We adopted this ASU on January 1, 2018 and its adoption did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 amends the guidance on accounting for leases. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. It also includes extensive amendments to the disclosure requirements. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. While we continue to evaluate the standard, based upon our assessment to date, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial statements, because substantially all of our lease revenues are derived from month-to-month leases. |
Potential Merger
Potential Merger | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Potential Merger | Note 3. Potential Merger On October 1, 2018, we, our Operating Partnership, SST II, SST II OP, and Merger Sub entered into the Merger Agreement in connection with the Mergers, whereby, subject to the go-shop provision described in further detail below, upon closing of the Mergers, each holder of our common stock will be entitled to receive $12.00 per share in cash and each holder of units of partnership interest in our Operating Partnership will be entitled to receive 1.127 units of partnership interest in SST II OP. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the REIT Merger (the “REIT Merger Effective Time”), each share of our common stock, par value $0.001 per share, outstanding immediately prior to the REIT Merger Effective Time (other than shares owned by us and our subsidiaries or SST II and its subsidiaries) will be automatically converted into the right to receive an amount in cash equal to $12.00, without interest and less any applicable withholding taxes (the “Merger Consideration”). Immediately prior to the REIT Merger Effective Time, all shares of our common stock that are subject to vesting and other restrictions will become fully vested and non-forfeitable and, at the REIT Merger Effective Time, will be converted into the right to receive the Merger Consideration. At the effective time of the Partnership Merger, each outstanding unit of partnership interest in our Operating Partnership will be converted automatically into 1.127 units of partnership interest in SST II OP. The Merger Agreement contains customary representations, warranties and covenants. The closing of the REIT Merger is subject to the approval of the REIT Merger by the affirmative vote of the holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter as of the record date for the special meeting of our stockholders. The closing of the Mergers is also subject to various customary conditions. The closing of the REIT Merger is neither subject to a financing condition nor to the approval of SST II’s stockholders. The Merger Agreement prohibits us and our subsidiaries and representatives from soliciting, providing information or entering into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions. However, under the terms of the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. New York City time on November 15, 2018 (the “Go Shop Period End Time”), we (through the special committee of our board of directors and its representatives) may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions. For up to five business days after the Go Shop Period End Time, we may continue to participate in such discussions with a Go Shop Bidder (as defined in the Merger Agreement) and may, subject to certain conditions set forth in the Merger Agreement regarding the proposal made by such Go Shop Bidder, terminate the Merger Agreement and enter into an agreement with a Go Shop Bidder with respect to the proposal made by such Go Shop Bidder. The Merger Agreement also provides that, at any time beginning on the sixth business day after the Go Shop Period End Time and prior to receipt of the approval of our stockholders, our Board may, in certain circumstances, make an Adverse Recommendation Change (as such term is defined in the Merger Agreement) and terminate the Merger Agreement, subject to complying with certain conditions set forth in the Merger Agreement. In connection with the termination of the Merger Agreement and our entry into an alternative transaction with respect to a superior proposal, as well as under other specified circumstances, we will be required to pay to SST II a termination fee of $2.9 million in the event of termination on or prior to the fifth business day following the Go Shop Period End Time, or $9.6 million in the event of termination thereafter. In addition, the Merger Agreement provides for customary expense reimbursement under specified circumstances set forth in the Merger Agreement. The Merger Agreement also provides that SST II will be required to pay us a reverse termination fee of $9.6 million under specified circumstances set forth in the Merger Agreement related to the failure by SST II to consummate the Closing. We expect our stockholders meeting to occur in the first quarter of 2019 and, if the REIT Merger is approved by the stockholders, we expect the Mergers to close shortly thereafter. However, there is no guarantee that the Mergers will be consummated. If the Mergers are consummated, our Advisor will also be entitled to receive, pursuant to arrangements separate and distinct from the Merger Agreement, a disposition fee and a subordinated distribution in connection with the Advisor’s special limited partnership interest in our Operating Partnership. See Note 7, Related Party Transactions |
Real Estate Facilities
Real Estate Facilities | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 4. Real Estate Facilities The following summarizes the activity in real estate facilities during the nine months ended September 30, 2018: Real estate facilities Balance at December 31, 2017 $ 176,360,865 Facility acquisitions 51,500,667 Construction in process placed in service (1) 11,301,512 Impact of foreign exchange rate changes (112,584 ) Improvements and additions 512,011 Balance at September 30, 2018 $ 239,562,471 Accumulated depreciation Balance at December 31, 2017 $ (7,052,779 ) Depreciation expense (4,594,771 ) Balance at September 30, 2018 $ (11,647,550 ) (1) Construction on the first phase of our Asheville I facility was completed and the facility opened on March 22, 2018. Construction on the Stoney Creek facility was completed and the facility opened on May 31, 2018. The following table summarizes the purchase price allocations and occupancy information for our acquisitions during the nine months ended September 30, 2018: Property Acquisition Date Real Estate Assets Intangibles Total (1) Debt Issued 2018 Revenue (2) 2018 Property Operating Income (Loss) (2)(3) Initial Occupancy Occupancy at September 30, 2018 Pembroke Pines – FL 02/01/18 $ 16,005,449 $ — $ 16,005,449 $ — $ 133,308 $ (93,944 ) 0 % 40 % Riverview – FL 02/21/18 7,946,391 — 7,946,391 — 120,886 (109,855 ) 0 % 52 % Eastlake – CA 03/09/18 17,342,483 — 17,342,483 — 146,842 (134,333 ) 0 % 34 % McKinney – TX 05/01/18 10,206,344 395,000 10,601,344 — 367,979 199,622 78 % 89 % Total (4) $ 51,500,667 $ 395,000 $ 51,895,667 $ — $ 769,015 $ (138,510 ) (1) The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the property and capitalized acquisition costs. (2) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition date. (3) Property operating loss excludes corporate general and administrative expenses, asset management fees, interest expenses, depreciation, amortization and acquisition expenses. We incurred acquisition fees to our Advisor related to the above properties of approximately $0.9 million for the nine months ended September 30, 2018, which were capitalized into the cost basis of the properties. |
Pro Forma Consolidated Financia
Pro Forma Consolidated Financial Information | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Pro Forma Consolidated Financial Information | Note 5. Pro Forma Consolidated Financial Information The table set forth below summarizes, on a pro forma basis, the results of operations of the Company for the nine months ended September 30, 2018 and 2017. Such presentation reflects the Company’s acquisitions that occurred during 2018 and 2017, which met the GAAP definition of a business in effect at that time, as if the acquisitions had occurred as of January 1, 2017 and 2016, respectively. As none of the Company’s acquisitions that were completed during the nine months ended September 30, 2018 met the revised definition of a business, no adjustments for these acquisitions have been reflected in the pro forma information below. However, for acquisitions of lease-up properties that were not operational as of these dates, the pro forma information includes these acquisitions as of the date that formal operations began. This pro forma information does not purport to represent what the actual consolidated results of operations of the Company would have been for the periods indicated, nor does it purport to predict the results of operations for future periods. For the nine months ended September 30, 2018 September 30, 2017 Pro forma revenue $ 14,369,493 $ 11,816,396 Pro forma operating expenses $ (15,788,997 ) $ (12,899,938 ) Pro forma net loss attributable to common stockholders $ (2,096,047 ) $ (1,245,904 ) The pro forma consolidated financial information for the nine months ended September 30, 2018 and 2017 were adjusted to exclude none and approximately $1.8 million, respectively, for acquisition related expenses. |
Secured Debt
Secured Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Secured Debt | Note 6. Secured Debt KeyBank Facility On July 31, 2014, we, through our Operating Partnership and certain property-owning special purpose entities wholly-owned by our Operating Partnership (collectively with the Operating Partnership, the “Borrower”), obtained a senior secured revolving loan (the “KeyBank Facility”) from KeyBank National Association (“KeyBank”) pursuant to a credit agreement for the purpose of funding real property acquisitions. The KeyBank Facility was full recourse, jointly and severally, to us and the Borrower and was secured by cross-collateralized first mortgage liens on the 13 Mortgaged Properties (as defined in the Credit Agreement). The KeyBank Facility accrued interest at the Borrower’s option of either (i) LIBOR plus 325 basis points, or (ii) Base Rate plus 225 basis points. Base Rate was the greater of (i) Agent Prime or (ii) the Fed Funds rate plus 0.50%. Additionally, an unused line fee of 25 basis points was assessed on the average daily unused amount of the maximum potential amount we may borrow. The KeyBank Facility contained a number of other customary terms and covenants. On December 20, 2017, we entered into a new credit agreement (the “Amended Credit Agreement”) with KeyBank and obtained a new senior secured revolving loan (the “Amended KeyBank Facility”) which has a term of one year, maturing on December 20, 2018. See Note 12, Subsequent Events Payments due pursuant to the Amended KeyBank Facility are interest-only for the one year term. The Amended KeyBank Facility bears interest at the Borrower’s option of either (i) LIBOR plus 225 basis points, or (ii) Base Rate plus 125 basis points. Base Rate is the greater of (i) Agent Prime or (ii) the Fed Funds rate plus 0.50%. Additionally, an unused line fee of 25 or 20 basis points is assessed on the average daily unused amount of the maximum potential amount we may borrow if the unused maximum potential amount is greater than or equal to 50% or less than 50%, respectively. As of September 30, 2018, the applicable interest rate was approximately 4.35% which was based on LIBOR plus 225 basis points. The Amended KeyBank Facility is full recourse, jointly and severally, to us and the Borrower and is secured by cross-collateralized first mortgage liens on the 14 Mortgaged Properties (as defined in the Amended Credit Agreement). The Amended KeyBank Facility may be prepaid or terminated at any time without penalty, provided, however, that KeyBank shall be indemnified for any breakage costs associated with any LIBOR borrowings. Pursuant to that certain guaranty dated December 20, 2017, in favor of KeyBank, we serve as a guarantor of all obligations due under the KeyBank Facility. Under certain conditions, we may cause the release of one or more of the properties serving as collateral for the Amended KeyBank Facility, subject to a requirement that no default or event of default is then outstanding or would reasonably occur as a result of such release, including compliance with the Pool Debt Yield Ratio (as defined in the Amended Credit Agreement). The Amended KeyBank Facility contains a number of other customary terms and covenants, including the following (capitalized terms are as defined in the Amended Credit Agreement): the aggregate borrowing base availability under the Amended KeyBank Facility is limited to the lesser of: (1) 45% of the Pool Value of the properties in the collateral pool, or (2) an amount that would provide a minimum Pool Debt Yield Ratio of no less than 12%; and we must meet the following financial tests, calculated as of the close of each fiscal quarter: (1) a Total Leverage Ratio of no more than 40%; (2) a Tangible Net Worth not less than (a) the Tangible Net Worth at closing, plus (b) 85% of Net Equity Proceeds; (3) a Fixed Charge Ratio of no less than 1.5 to 1.0; (4) a Minimum Liquidity amount of at least $3 million; (5) any time when either (i) the Total Leverage Ratio is in excess of 25%, or (ii) the Fixed Charge Ratio is less than 3.5 to 1.0, a ratio of (a) the Indebtedness that bears interest at a varying rate of interest or that does not have the interest rate fixed, capped or swapped pursuant to a Hedging Agreement to (b) the sum of the Indebtedness, not in excess of 30%; and (6) a Loan to Value Ratio of not greater than forty-five percent (45%). As of September 30, 2018, we were in compliance with all these aforementioned covenants. As of September 30, 2018, $9.0 million was outstanding on the Amended KeyBank Facility. The Baseline Loan On May 26, 2016, the special-purpose entity (a subsidiary of our Operating Partnership) which acquired and owns our property in Phoenix, Arizona (the “Baseline Property”) entered into a loan agreement for a loan in the amount of approximately $5.1 million (the “Baseline Loan”) with TCF National Bank (“TCF”) as the lender. The Baseline Loan had a maturity date of May 26, 2019, unless extended for up to an additional three years. Payments due under the Baseline Loan were interest-only and were due on the first day of each month. The Baseline Loan had a variable interest rate, which adjusted monthly to be equal to 2.75% in excess of the LIBOR Rate (as defined in the Baseline Loan agreement), subject to a minimum rate of 3.25% per annum. The Baseline Loan was secured by a first lien deed of trust on the Baseline Property. We could prepay the Baseline Loan at any time, without penalty, in whole or in part. Pursuant to that certain guaranty, dated May 26, 2016, in favor of TCF, we provided a guaranty of the Baseline Loan. The Baseline Loan was paid in full in January 2018. The Torbarrie Loan In connection with the redevelopment of one of our properties in Toronto, Canada (the “Torbarrie Property”), on November 3, 2016, we, through a subsidiary of our Operating Partnership which acquired and owns the Torbarrie Property, entered into a construction loan agreement (the “Torbarrie Loan”) with First National Financial LP (“First National”) which, as amended, allows for borrowings up to approximately $10.3 million CAD. The Torbarrie Loan has a maturity date of September 1, 2021. Payments due under the Torbarrie Loan are initially interest-only and due in arrears on the first day of each month. The Torbarrie Loan will require principal amortization upon achieving a debt service coverage ratio of 1.10 (as defined in the loan agreement for the Torbarrie Loan), at which time principal will be due and payable based on a 25 year amortization period. The Torbarrie Loan bears interest at a variable interest rate of 1.95% in excess of the variable Royal Bank of Canada Prime Rate (as defined in the loan agreement for the Torbarrie Loan), which was approximately 3.7% as of September 30, 2018 (in no event will the interest rate fall below 4.65% per annum). The Torbarrie Loan is secured by a first lien deed of trust on the Torbarrie Property and all improvements thereto, and is cross-collateralized to the Stoney Creek Property. The Torbarrie Loan may be prepaid at any time, without penalty, in whole but not in part. We are the guarantor under the Torbarrie Loan and the loan agreement for the Torbarrie Loan contains a number of other customary terms and covenants. As of September 30, 2018, no amounts were drawn on the Torbarrie Loan. The Stoney Creek Loan On May 3, 2017, a subsidiary of our Operating Partnership which owns our property in the Stoney Creek area of Toronto, Canada (the “Stoney Creek Property”) entered into a construction loan agreement (the “Stoney Creek Loan”) with First National which, as amended, allows for borrowings up to approximately $7.8 million CAD. The Stoney Creek Loan has a maturity date of October 1, 2021. Payments due under the Stoney Creek Loan are initially interest-only and due in arrears on the first day of each month. The Stoney Creek Loan will require principal amortization upon achieving a debt service coverage ratio of 1.10 (as defined in the Stoney Creek loan agreement), at which time principal will be due and payable based on a 25 year amortization period. The Stoney Creek Loan will bear interest at a variable interest rate of 1.95% in excess of the variable Royal Bank of Canada Prime Rate (as defined in the Stoney Creek loan agreement), which was approximately 3.7% as of September 30, 2018 (in no event will the interest rate fall below 4.65% per annum). The Stoney Creek Loan is secured by a first lien deed of trust on the Stoney Creek Property and is cross-collateralized to the Torbarrie Property. The Stoney Creek Loan may be prepaid at any time, without penalty, in whole but not in part. We are the guarantor under the Stoney Creek Loan and the loan agreement for the Stoney Creek Loan contains a number of other customary terms and covenants. As of September 30, 2018, the equivalent of approximately $4.1 million USD was drawn on the Stoney Creek Loan. Future Principal Requirements The following table presents the future principal payment requirements on outstanding secured debt as of September 30, 2018: 2018 $ — 2019 9,000,000 (1) 2020 — 2021 4,092,474 2022 — 2023 and thereafter — Total payments 13,092,474 Non-revolving debt issuance costs, net (219,046 ) Total $ 12,873,428 (1) Such amount is outstanding under the Amended KeyBank Facility. Subsequent to September 30, 2018 the maturity was extended to February 18, 2019. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions Fees to Affiliates Our Advisory Agreement with our Advisor and dealer manager agreement (“Dealer Manager Agreement”) with our Dealer Manager entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us. Organization and Offering Costs Organization and offering costs incurred in connection with the Primary Offering consisted of all expenses (other than sales commissions, dealer manager fees and stockholder servicing fees) to be paid by us in connection with the Primary Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow account holder and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Primary Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Pursuant to the Advisory Agreement, our Advisor was obligated to reimburse us within 60 days after the end of the month which the Primary Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. However, subsequent to the close down of our Primary Offering, we determined that total of such organization and offering costs did not exceed 3.5% of the gross proceeds received from the Primary Offering, and thus there was no reimbursement. Advisory Agreement We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our Board. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. As discussed above, we were required under our Advisory Agreement to reimburse our Advisor for organization and offering costs. The Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Public Offering. Subsequent to the close down of our Primary Offering, we determined offering expenses were not in excess of 15% of gross proceeds from the Offering. Pursuant to the Advisory Agreement, our Advisor receives acquisition fees equal to 1.75% of the contract purchase price of each property we acquire plus reimbursement of any acquisition expenses incurred by our Advisor. Our Advisor also receives a monthly asset management fee equal to 0.04167%, which is one-twelfth of 0.5%, of our average invested assets, as defined in the Advisory Agreement. We also pay our Advisor a financing fee of up to 0.5% of the borrowed amount of a loan for arranging for financing in connection with the acquisition, development or repositioning of our properties. Our Advisor may reallow a portion of the financing fee to a third party in the event such party assists us in arranging such financing. Under our Advisory Agreement, our Advisor receives disposition fees in an amount equal to the lesser of (i) one-half of the competitive real estate commission or (ii) 1% of the contract sale price for each property we sell, as long as our Advisor provides substantial assistance in connection with the sale. As provided under the Advisory Agreement, the total real estate commissions paid (including the disposition fee paid to our Advisor) may not exceed the lesser of a competitive real estate commission or an amount equal to 6% of the contract sale price of the property. We also may pay our Advisor or its affiliate a market-based development fee some or all of which may be reallowed to a third party developer. The development fee is paid in connection with properties that we anticipate developing or expanding within 12 months of the acquisition of such properties. A development fee paid to a third party developer may take the form of an up-front fee and participation in a back-end performance fee. Our Advisor is also entitled to various subordinated distributions under the Operating Partnership Agreement if we (1) list our shares of common stock on a national exchange, (2) terminate our Advisory Agreement (other than a voluntary termination), (3) liquidate our portfolio, or (4) merge with another entity or enter into an Extraordinary Transaction, as defined in the Operating Partnership Agreement. Upon consummation of the Mergers described in Note 3, our Advisor will be entitled to receive a disposition fee pursuant to our Advisory Agreement of approximately $3.7 million. In addition, pursuant to the special limited partner interest held by our Advisor in our Operating Partnership, our Advisor will receive a subordinated distribution of approximately $4.0 million. Such subordinated distribution is payable in cash or units of limited partnership interests in our Operating Partnership. We expect our Advisor to elect to receive units of limited partnership interests in our Operating Partnership, which, pursuant to the terms of the Merger Agreement, would entitle our Advisor to receive 1.127 units of limited partnership interests in SST II Operating Partnership for each unit of limited partnership interest in our Operating Partnership upon the closing of the Mergers. Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Pursuant to the Advisory Agreement, our Advisor is obligated to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified. For the nine months ended September 30, 2018 and 2017, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above. Dealer Manager Agreement In connection with our Primary Offering, our Dealer Manager received a sales commission of up to 7.0% of gross proceeds from sales of Class A Shares and up to 2.0% of gross proceeds from the sales of Class T Shares in the Primary Offering and a dealer manager fee of up to 3.0% of gross proceeds from sales of both Class A Shares and Class T Shares in the Primary Offering under the terms of the Dealer Manager Agreement. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our DRP Offering), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our DRP Offering offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager was also permitted to re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses could not be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, could not exceed 3% of gross offering proceeds from sales in the Public Offering. Affiliated Dealer Manager Our Sponsor owns a 15% non-voting equity interest in our Dealer Manager. Affiliates of our Dealer Manager own a 2.5% non-voting membership interest in our Advisor. Property Management Agreement Since inception, our Property Manager has served as the property manager for each of our properties pursuant to separate property management agreements. From October 1, 2015 through September 30, 2017, our Property Manager contracted with Extra Space for Extra Space to serve as the sub-property manager for each of our properties located in the United States pursuant to separate sub-property management agreements for each property. As of October 1, 2017, our Property Manager terminated each sub-property management agreement, and our Property Manager now manages all of our properties directly. In connection with these terminations, each property management agreement that was subject to a sub-property management agreement with Extra Space was amended and, where applicable, we paid Extra Space a termination fee, as described below. Prior Arrangement Under the property management agreements in effect from October 1, 2015 through September 30, 2017 for our properties located in the United States, our Property Manager received a monthly management fee for each property equal to the greater of $2,500 or 6% of the gross revenues, plus reimbursement of our Property Manager’s costs of managing the properties. In addition, Extra Space agreed to pay up to $25,000 per property toward the signage and set-up costs associated with converting such property to the Extra Space brand (the “Set-Up Amount”). The property management agreements had a three year term and automatically renewed for successive one year periods thereafter, unless we or our Property Manager provided prior written notice at least 90 days prior to the expiration of the term. In general, if we terminated a property management agreement without cause during the initial three year term, we would have been required to pay our Property Manager a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term that had elapsed. After the end of the initial three year term, we could have terminated a property management agreement on 30 days prior written notice without payment of a termination fee. Our Property Manager could have terminated a property management agreement on 60 days prior written notice to us. The sub-property management agreements between our Property Manager and Extra Space were substantially the same as the foregoing property management agreements. Under the sub-property management agreements, our Property Manager paid Extra Space a monthly management fee for each property equal to the greater of $2,500 or 6% of the gross revenues, plus reimbursement of Extra Space’s costs of managing the properties; provided, however that no management fee was due and payable to Extra Space for the months of January and July each year during the term. Extra Space had the exclusive right to offer tenant insurance to the tenants and was entitled to all of the benefits of such tenant insurance. The sub-property management agreements also had a three year term and automatically renewed for successive one year periods thereafter, unless our Property Manager or Extra Space provided prior written notice at least 90 days prior to the expiration of the term. In general, if our Property Manager terminated a sub-property management agreement without cause during the initial three year term, it would have been required to pay Extra Space a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term that had elapsed. After the end of the initial three year term, our Property Manager could have terminated a sub-property management agreement on 30 days prior written notice without payment of a termination fee. Extra Space could have terminated a sub-property management agreement on 60 days prior written notice to our Property Manager. Termination of Sub-property Manager As of October 1, 2017, our Property Manager terminated each sub-property management agreement with Extra Space, and we amended each of our corresponding property management agreements as described below. To the extent a termination fee would have been owed by any of our property-owning subsidiaries had its corresponding property management agreement with our Property Manager been terminated, each such property-owning subsidiary agreed to pay the termination fee owed by our Property Manager in accordance with its termination of the sub-property management agreements. The aggregate costs incurred in connection with the property management changes were approximately $0.2 million. This amount was included in property operating expenses – affiliates in the consolidated statements of operations for the year ended December 31, 2017. Property Management Subsequent to September 30, 2017 In connection with the termination of each sub-property management agreement, each corresponding property management agreement was amended effective as of October 1, 2017. Pursuant to the amended property management agreements, our Property Manager receives: (i) a monthly management fee for each property equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the Property Manager’s costs of managing the properties and (ii) a construction management fee equal to 5% of the cost of construction or capital improvement work in excess of $10,000. In addition, we agreed with our Property Manager or an affiliate to share equally in the net revenue attributable to the sale of tenant insurance at our properties. The property management agreements have a three year term and automatically renew for successive three year periods thereafter, unless we or our Property Manager provide prior written notice at least 90 days prior to the expiration of the term. After the end of the initial three year term, either party may terminate a property management agreement generally upon 60 days prior written notice. With respect to each new property we acquire for which we enter into a property management agreement with our Property Manager we will also pay our Property Manager a one-time start-up fee in the amount of $3,750. In connection with the change in our property management operations, each of our stores in the United States were rebranded under the “SmartStop® Self Storage” brand. Transfer Agent Agreement Our Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in June 2018, our Transfer Agent processes transactions in our shares, as well as provides customer service to our stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well as processing the distributions and any servicing fees with respect to our shares. Additionally, our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with transfer agent and registrar services. Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by our Sponsor. It is the duty of our Board to evaluate the performance of our Transfer Agent. In connection with the engagement of our Transfer Agent, we paid a one-time initial setup fee of $50,000. In addition, the other fees to be paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account fees. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our transfer agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it. The initial term of the Transfer Agent Agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our Transfer Agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2017 and the nine months ended September 30, 2018, as well as any related amounts payable as of December 31, 2017 and September 30, 2018: Year Ended December 31, 2017 Nine Months Ended September 30, 2018 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 770,835 $ 723,044 $ 57,706 $ 1,004,092 $ 930,557 $ 131,241 Transfer Agent expenses — — — 140,033 136,246 3,787 Asset management fees 736,757 728,382 15,625 881,081 896,706 — Property management fees (1) 1,018,875 1,018,875 — 957,553 953,528 4,025 Acquisition costs 2,023,134 1,993,908 35,650 172,800 208,450 — Capitalized Debt issuance costs 3,983 3,983 — 61,722 61,722 — Acquisition costs 150,000 150,000 — 944,681 935,672 9,009 Additional Paid-in Capital Selling commissions 9,205,704 9,205,704 — — — — Dealer Manager fees 3,057,148 3,156,174 — — — — Stockholder servicing fees (2) 3,063,039 606,852 3,297,107 — 573,630 2,723,477 Offering costs 166,190 166,190 — — — — Total $ 20,195,665 $ 17,753,112 $ 3,406,088 $ 4,161,962 $ 4,696,511 $ 2,871,539 (1) During the year ended December 31, 2017, and nine months ended September 30, 2018, property management fees included approximately $926,000 and none, respectively, of fees paid to the sub-property manager of our properties. (2) The Company pays our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. Extra Space Self Storage In connection with the merger of SmartStop Self Storage, Inc. into Extra Space, certain of our or our Advisor’s executive officers, including H. Michael Schwartz, Paula Mathews, Michael McClure and James Berg, received units of limited partnership interest in Extra Space Storage LP, the operating partnership for Extra Space, in exchange for units of limited partnership of SmartStop Self Storage Operating Partnership, L.P., the operating partnership for SmartStop, owned by such executives. Tenant Insurance We offer a tenant insurance plan to customers at our properties. In connection with the property management agreement amendments effective as of October 1, 2017, we agreed with our Property Manager or an affiliate to share equally in the net revenue attributable to the sale of tenant insurance at our properties. To facilitate such revenue sharing, we and an affiliate of our Property Manager agreed to transfer our respective rights in such tenant insurance revenue to a newly created joint venture in March of 2018, Strategic Storage TI Services GT JV, LLC (the “TI Joint Venture”), a Delaware limited liability company owned 50% by our TRS subsidiary and 50% by our Property Manager’s affiliate SmartStop TI GT, LLC (“SS TI GT”). Under the terms of the TI Joint Venture agreement, the TRS receives 50% of the net economics generated from such tenant insurance and SS TI GT will receive the other 50% of such net economics. The TI Joint Venture further provides, among other things, that if a member or its affiliate terminates all or substantially all of the property management agreements or defaults in its material obligations under the agreement or undergoes a change of control (as defined, the “Triggering Member”), the other member generally shall have the right (but not the obligation) to either (i) sell its 50% interest in the TI Joint Venture to the Triggering Member at fair market value (as agreed upon or as determined under an appraisal process) or (ii) purchase the Triggering Member’s 50% interest in the TI Joint Venture at 95% of fair market value. For the three and nine months ended September 30, 2018, we recorded revenues of approximately $119,000 and approximately $310,000, respectively, which was included in ancillary operating revenue in our consolidated statement of operations. Storage Auction Program Our Sponsor owns a minority interest in a company that owns 50% of an online auction company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions for the contents of abandoned storage units online instead of using live auctions conducted at the self storage facilities. The Auction Company receives a service fee for such services. Through December 31, 2017, neither our Property Manager nor our sub-property manager utilized the Auction Company at our properties. During the three and nine months ended September 30, 2018, we paid approximately $2,300 and approximately $7,000 in fees to the Auction Company related to our properties. Our properties receive the proceeds from such online auctions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Distribution Reinvestment Plan Prior to the suspension of our DRP Offering on August 10, 2018, as described below, our amended and restated DRP Offering allowed both our Class A stockholders and Class T stockholders to have distributions otherwise distributable to them invested in additional shares of our Class A Shares and Class T Shares, respectively. The purchase price per share pursuant to our DRP Offering is equivalent to the estimated value per share approved by our Board and in effect on the date of purchase of shares under the plan. In conjunction with the Board’s declaration of a new estimated value per share of our common stock on April 19, 2018, beginning in May 2018, shares sold pursuant to our DRP Offering were sold at the new estimated value per share of $11.58 per Class A Share and Class T Share. On May 5, 2017, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $115.6 million in shares under our DRP Offering. We may amend or terminate the amended and restated DRP Offering for any reason at any time upon 10 days’ prior written notice to stockholders. No sales commissions, dealer manager fee, or stockholder servicing fee will be paid on shares sold through the amended and restated DRP Offering. As of September 30, 2018, we had sold approximately 0.5 million Class A Shares and approximately 0.2 million Class T Shares in our DRP Offering. Share Redemption Program Prior to the suspension of our share redemption program, as described below, our share redemption program enabled stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption. Our Board may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. The Board may resume accepting redemptions under the same redemption program at any time. The complete terms of our share redemption program are described in our prospectus. The amount that we may pay to redeem stock for redemptions is the redemption price set forth in the following table which is based upon the number of years the stock is held: Number Years Held Redemption Price Less than 1 No Redemption Allowed 1 or more but less than 3 90.0% of Redemption Amount 3 or more but less than 4 95.0% of Redemption Amount 4 or more 100.0% of Redemption Amount Excluding any period while the program is suspended, any time we are engaged in an offering of shares, the Redemption Amount for shares purchased under our share redemption program will always be equal to or lower than the applicable per share offering price. As long as we are engaged in an offering, the Redemption Amount shall be the lesser of the per share amount the stockholder paid for their shares or the price per share in the current offering. The Redemption Amount for shares received as a stock distribution shall be equal to the lesser of the per share amount a stockholder paid for the original shares purchased or the price per share in the current offering. The length of time shares received as a stock distribution are held will be based on the date such stock distribution was declared. In addition, the redemption price per share will be adjusted for any stock combinations, splits and recapitalizations with respect to shares of common stock and reduced by the aggregate amount of net sale or refinance proceeds per share, if any, distributed to the redeeming stockholder prior to the redemption date. If we are no longer engaged in an offering, the per share Redemption Amount will be determined by our Board. Our Board will announce any redemption price adjustment and the time period of its effectiveness as a part of its regular communications with our stockholders. At any time the redemption price during an offering is determined by any method other than the offering price, if we have sold property and have made one or more special distributions to our stockholders of all or a portion of the net proceeds from such sales, the per share redemption price will be reduced by the net sale proceeds per share distributed to investors prior to the redemption date as a result of the sale of such property in the special distribution. Our Board will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While our Board does not have specific criteria for determining a special distribution, we expect that a special distribution will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds. There are several limitations on our ability to redeem shares under the share redemption program including, but not limited to: • Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” • During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year. • The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our DRP Offering, less any prior redemptions. • We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests For the year ended December 31, 2017, we received quarterly redemption requests totaling approximately 22,000 shares (approximately $211,000) which were fulfilled in April, July and October 2017 and January 2018. For the six months ended June 30, 2018, we received redemption requests totaling approximately 145,000 shares (approximately $1.4 million) which were fulfilled in April and July 2018. Due to the suspension of our share redemption program, no shares were redeemed for the three months ended September 30, 2018. Suspension of DRP Offering and Share Redemption Program In connection with a review of strategic alternatives by a special committee established by our Board comprised solely of our independent directors, on August 10, 2018, the Board approved the suspension of our DRP Offering and share redemption program. Under our DRP Offering, the Board may amend, modify, suspend or terminate our plan for any reason upon 10 days’ written notice to the participants and under our share redemption program, the Board may amend, suspend or terminate our program with 30 days’ notice to our stockholders. Consistent with the terms of our DRP Offering, distributions declared by the Board for the month of July 2018, which were paid on or about August 15, 2018, were not affected by this suspension. However, beginning with the distributions declared by the Board for the month of August 2018, which were paid in September 2018, and continuing until such time as the Board may approve the resumption of the DRP Offering, if ever, all distributions declared by the Board were paid to our stockholders in cash. Prior to the suspension of our share redemption program, consistent with its terms, all redemption requests received, and not withdrawn, on or prior to the last day of the applicable quarter were processed on the last business day of the month following the end of the quarter in which the redemption requests were received. Accordingly, redemption requests received during the second quarter of 2018 were processed on July 31, 2018, and redemption requests received during the third quarter of 2018 ordinarily would have needed to be received on or prior to September 30, 2018 and would have been processed on October 31, 2018. However, the effective date of the aforementioned suspension of our share redemption program occurred prior to September 30, 2018. Accordingly, any redemption requests received during the third quarter of 2018, or any future quarter, will not be processed until such time as the Board may approve the resumption of our share redemption program, if ever. Operating Partnership Redemption Rights The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as our Advisor is acting as our advisor under the Advisory Agreement. Other Contingencies From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities. |
Potential Acquisitions
Potential Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Potential Acquisitions | Note 9. Potential Acquisitions Gilbert, Arizona On April 5, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of property that is being developed into a self storage facility located in Gilbert, Arizona (the “Riggs Road Property”). The purchase price for the Riggs Road Property is $10.0 million, plus closing costs and acquisition fees. We expect the acquisition of the Riggs Road Property to close in the first half of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition through the issuance of debt financing. If we fail to acquire the Riggs Road Property, in addition to the incurred acquisition costs, we may also forfeit earnest money of $1.0 million as a result. On November 9, 2017, one of our subsidiaries made a preferred equity investment of approximately $1.25 million in the entity that is developing the Riggs Road Property. On July 12, 2018, affiliates of the entity developing the Riggs Road Property repurchased our preferred equity investment from us, returning our initial capital, plus the accrued preferred return of |
Selected Quarterly Data
Selected Quarterly Data | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data | Note 10. Selected Quarterly Data The following is a summary of quarterly financial information for the periods shown below: Three months ended September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 Total revenues $ 3,804,702 $ 4,228,847 $ 4,357,428 $ 4,787,406 $ 5,224,659 Total operating expenses 5,693,427 4,191,889 4,810,783 5,764,547 5,843,047 Operating income (loss) (1,888,725 ) 36,958 (453,355 ) (977,141 ) (618,388 ) Net income (loss) (1,791,570 ) 55,270 (623,313 ) (1,195,603 ) (908,093 ) Net income (loss) attributable to the common stockholders (1,790,415 ) 55,455 (622,844 ) (1,194,774 ) (907,344 ) Net loss per Class A Share-basic and diluted (0.07 ) 0.00 (0.02 ) (0.04 ) (0.03 ) Net loss per Class T Share-basic and diluted (0.07 ) 0.00 (0.02 ) (0.04 ) (0.03 ) |
Declaration of Distributions
Declaration of Distributions | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Declaration of Distributions | Note 11. Declaration of Distributions Cash Distribution Declaration On September 26, 2018, our Board declared a daily distribution rate for the fourth quarter of 2018 of $0.0013698630 per day per share on the outstanding shares of common stock, payable to both Class A and Class T stockholders of record of such shares as shown on our books as of the close of business on each day during the period commencing on October 1, 2018 and ending December 31, 2018. In connection with this distribution, after the stockholder servicing fee is paid, approximately $0.0011 per day will be paid per class T share. Such distributions payable to each stockholder of record during a month will be paid the following month. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Merger Agreement with Strategic Storage Trust II, Inc. On October 1, 2018, we, our Operating Partnership, SST II, SST II OP, and Merger Sub, entered into the Merger Agreement in connection with the Mergers. See Note 3, Potential Merger KeyBank Extension On October 24, 2018, we entered into an amendment to our Amended KeyBank Facility to extend the maturity date from December 20, 2018 to February 18, 2019 and to reduce the commitment from $50 million to $28 million. Completed Acquisitions Las Vegas, Nevada On November 6, 2018, we closed on a self storage facility located in Las Vegas, Nevada (the “Deer Springs Property”) for a purchase price of approximately $9.2 million, plus closing costs and acquisition fees, which was funded through a drawdown on our Amended KeyBank Facility. We incurred acquisition fees of approximately $0.2 million in connection with the acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these consolidated entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation Considerations | Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of December 31, 2017, we had not entered into any other contracts/interests that would be deemed to be variable interests in a VIE other than one preferred equity investment, which was accounted for under the equity method of accounting. As of September 30, 2018, such preferred equity investment had been redeemed, and the only other contract/interest that would be deemed to be variable interests in a VIE was our tenant insurance joint venture, which is accounted for using the equity method of accounting. For more information please see Note 9, Potential Acquisitions |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through high quality financial institutions. |
Real Estate Purchase Price Allocation | Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs, as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.4 million and approximately $1.3 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework provides guidance for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. We adopted this ASU on January 1, 2018. We expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the nine months ended September 30, 2018, we acquired four properties that did not meet the revised definition of a business, and we capitalized approximately $1.0 million of acquisition-related transaction costs that would have otherwise been expensed under the guidance in effect prior to January 1, 2018. During the three months ended September 30, 2018 and 2017, we expensed approximately $36,000 and approximately $1.5 million, respectively, of acquisition-related transaction costs that did not meet our capitalization criteria during the respective periods. During the nine months ended September 30, 2018 and 2017, we expensed approximately $0.3 million and approximately $2.9 million, respectively, of acquisition-related transaction costs that did not meet our capitalization criteria during the respective periods. |
Evaluation of Possible Impairment of Long-Lived Assets | Evaluation of Possible Impairment of Long-Lived Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three and nine months ended September 30, 2018 and 2017, no impairment losses were recognized. |
Revenue Recognition | Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. |
Real Estate Facilities | Real Estate Facilities Real estate facilities are recorded based upon relative fair values as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. |
Depreciation of Real Property Assets | Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Life Land Not Depreciated Buildings 30-35 years Site Improvements 7-10 years |
Depreciation of Personal Property Assets | Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. |
Intangible Assets | Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2018 and December 31, 2017, the gross amounts allocated to in-place lease intangibles were approximately $4.4 million and $4.1 million, respectively, and accumulated amortization of in-place lease intangibles totaled approximately $3.9 million and $3.2 million, respectively. The total future estimated amortization expense of intangible assets for the years ending December 31, 2018 and 2019 is approximately $0.2 million and $0.3 million, respectively, and none for the years thereafter. |
Foreign Currency Translation | Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense). |
Debt Issuance Costs | Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining revolving financing are presented in debt issuance costs on our consolidated balance sheets and such net amounts as of September 30, 2018 and December 31, 2017 totaled approximately $0.1 million and $0.5 million, respectively. The net carrying value of costs incurred in connection with obtaining non-revolving financing are presented in our consolidated balance sheets as a deduction from secured debt and such amounts as of September 30, 2018 and December 31, 2017 totaled approximately $0.2 million and $0.3 million, respectively. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. |
Organizational and Offering Costs | Organization and Offering Costs We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager was also permitted to re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent the due diligence expenses could not be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, could not exceed 3% of gross offering proceeds from sales in the Public Offering. We record a liability within Due to affiliates for the future estimated stockholder servicing fees at the time of sale of Class T Shares as an offering cost. |
Redeemable Common Stock and Distribution Reinvestment Plan | Redeemable Common Stock and Distribution Reinvestment Plan We previously adopted a share redemption program that enabled stockholders to sell their shares to us in limited circumstances. However, this program has been suspended, as discussed in Note 8 below. We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable by the holder pursuant to the share redemption program. The maximum amount redeemable under our share redemption program is limited to the number of shares we can repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares are contingently redeemable by the holder pursuant to the share redemption program. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. For the six months ended June 30, 2018, we received quarterly redemption requests totaling approximately 145,000 shares and approximately $1.4 million. Such requests were fulfilled in April and July 2018. Due to the suspension of our share redemption program, no shares were redeemed for the three months ended September 30, 2018. For the year ended December 31, 2017, we received redemption requests totaling approximately 22,000 shares and approximately $211,000. Such requests were fulfilled in April, July, and October 2017 and January 2018. |
Accounting for Equity Awards | Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. |
Fair Value Measurements | Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we use when measuring fair value: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety. The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, tenant accounts receivable, other assets, variable-rate secured debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. We had no assets or liabilities that required fair value measurements on a recurring basis at September 30, 2018 and December 31, 2017. |
Income Taxes | Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2014. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities. |
Per Share Data | Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented is computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU was applied using the modified retrospective approach. We have determined that our self storage rental revenues are not subject to the guidance in ASU 2014-09, as they qualify as lease contracts, which are excluded from its scope. We adopted this ASU on January 1, 2018 and its adoption did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 amends the guidance on accounting for leases. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. It also includes extensive amendments to the disclosure requirements. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. While we continue to evaluate the standard, based upon our assessment to date, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial statements, because substantially all of our lease revenues are derived from month-to-month leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives used to Depreciate Real Property Assets | Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Life Land Not Depreciated Buildings 30-35 years Site Improvements 7-10 years |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the nine months ended September 30, 2018: Real estate facilities Balance at December 31, 2017 $ 176,360,865 Facility acquisitions 51,500,667 Construction in process placed in service (1) 11,301,512 Impact of foreign exchange rate changes (112,584 ) Improvements and additions 512,011 Balance at September 30, 2018 $ 239,562,471 Accumulated depreciation Balance at December 31, 2017 $ (7,052,779 ) Depreciation expense (4,594,771 ) Balance at September 30, 2018 $ (11,647,550 ) |
Summary of Purchase Price Allocations and Occupancy Information for Acquisitions | The following table summarizes the purchase price allocations and occupancy information for our acquisitions during the nine months ended September 30, 2018: Property Acquisition Date Real Estate Assets Intangibles Total (1) Debt Issued 2018 Revenue (2) 2018 Property Operating Income (Loss) (2)(3) Initial Occupancy Occupancy at September 30, 2018 Pembroke Pines – FL 02/01/18 $ 16,005,449 $ — $ 16,005,449 $ — $ 133,308 $ (93,944 ) 0 % 40 % Riverview – FL 02/21/18 7,946,391 — 7,946,391 — 120,886 (109,855 ) 0 % 52 % Eastlake – CA 03/09/18 17,342,483 — 17,342,483 — 146,842 (134,333 ) 0 % 34 % McKinney – TX 05/01/18 10,206,344 395,000 10,601,344 — 367,979 199,622 78 % 89 % Total (4) $ 51,500,667 $ 395,000 $ 51,895,667 $ — $ 769,015 $ (138,510 ) (1) The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the property and capitalized acquisition costs. (2) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition date. (3) Property operating loss excludes corporate general and administrative expenses, asset management fees, interest expenses, depreciation, amortization and acquisition expenses. |
Pro Forma Consolidated Financ_2
Pro Forma Consolidated Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Summary of Consolidated Results of Operations on Pro Forma Basis | For the nine months ended September 30, 2018 September 30, 2017 Pro forma revenue $ 14,369,493 $ 11,816,396 Pro forma operating expenses $ (15,788,997 ) $ (12,899,938 ) Pro forma net loss attributable to common stockholders $ (2,096,047 ) $ (1,245,904 ) |
Secured Debt (Tables)
Secured Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Future Principal Payment Requirements on Outstanding Secured Debt | The following table presents the future principal payment requirements on outstanding secured debt as of September 30, 2018: 2018 $ — 2019 9,000,000 (1) 2020 — 2021 4,092,474 2022 — 2023 and thereafter — Total payments 13,092,474 Non-revolving debt issuance costs, net (219,046 ) Total $ 12,873,428 (1) Such amount is outstanding under the Amended KeyBank Facility. Subsequent to September 30, 2018 the maturity was extended to February 18, 2019. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Costs | Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2017 and the nine months ended September 30, 2018, as well as any related amounts payable as of December 31, 2017 and September 30, 2018: Year Ended December 31, 2017 Nine Months Ended September 30, 2018 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 770,835 $ 723,044 $ 57,706 $ 1,004,092 $ 930,557 $ 131,241 Transfer Agent expenses — — — 140,033 136,246 3,787 Asset management fees 736,757 728,382 15,625 881,081 896,706 — Property management fees (1) 1,018,875 1,018,875 — 957,553 953,528 4,025 Acquisition costs 2,023,134 1,993,908 35,650 172,800 208,450 — Capitalized Debt issuance costs 3,983 3,983 — 61,722 61,722 — Acquisition costs 150,000 150,000 — 944,681 935,672 9,009 Additional Paid-in Capital Selling commissions 9,205,704 9,205,704 — — — — Dealer Manager fees 3,057,148 3,156,174 — — — — Stockholder servicing fees (2) 3,063,039 606,852 3,297,107 — 573,630 2,723,477 Offering costs 166,190 166,190 — — — — Total $ 20,195,665 $ 17,753,112 $ 3,406,088 $ 4,161,962 $ 4,696,511 $ 2,871,539 (1) During the year ended December 31, 2017, and nine months ended September 30, 2018, property management fees included approximately $926,000 and none, respectively, of fees paid to the sub-property manager of our properties. (2) The Company pays our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Stock for Redemptions Based on Number of Years Stock Held | The amount that we may pay to redeem stock for redemptions is the redemption price set forth in the following table which is based upon the number of years the stock is held: Number Years Held Redemption Price Less than 1 No Redemption Allowed 1 or more but less than 3 90.0% of Redemption Amount 3 or more but less than 4 95.0% of Redemption Amount 4 or more 100.0% of Redemption Amount |
Selected Quarterly Data (Tables
Selected Quarterly Data (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly financial information for the periods shown below: Three months ended September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 Total revenues $ 3,804,702 $ 4,228,847 $ 4,357,428 $ 4,787,406 $ 5,224,659 Total operating expenses 5,693,427 4,191,889 4,810,783 5,764,547 5,843,047 Operating income (loss) (1,888,725 ) 36,958 (453,355 ) (977,141 ) (618,388 ) Net income (loss) (1,791,570 ) 55,270 (623,313 ) (1,195,603 ) (908,093 ) Net income (loss) attributable to the common stockholders (1,790,415 ) 55,455 (622,844 ) (1,194,774 ) (907,344 ) Net loss per Class A Share-basic and diluted (0.07 ) 0.00 (0.02 ) (0.04 ) (0.03 ) Net loss per Class T Share-basic and diluted (0.07 ) 0.00 (0.02 ) (0.04 ) (0.03 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) | Oct. 01, 2018$ / shares | Apr. 19, 2018$ / shares | May 05, 2017USD ($) | Oct. 01, 2015USD ($)$ / shares | Jan. 20, 2015USD ($) | Jan. 16, 2015USD ($)shares | May 31, 2013USD ($) | Sep. 30, 2018USD ($)EmployeePropertyState$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2013USD ($) | May 31, 2018$ / shares | Mar. 31, 2018 | Dec. 31, 2017$ / sharesshares | May 23, 2014USD ($) | Jun. 17, 2013USD ($) | |
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Date of formation of company | Mar. 12, 2013 | |||||||||||||||
Entity number of employees | Employee | 0 | |||||||||||||||
Preferred Stock, shares authorized | shares | 200,000,000 | [1] | 200,000,000 | |||||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | [1] | $ 0.001 | |||||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 95,000,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 171,980,653 | |||||||||||||||
Shares issued under DRP offering | $ 3,904,447 | $ 3,368,914 | ||||||||||||||
Number of owned self storage facilities | Property | 28 | |||||||||||||||
Number of states in which wholly-owned self storage facilities are located | State | 10 | |||||||||||||||
Strategic Transfer Agent Services, LLC | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of voting membership interest | 100.00% | |||||||||||||||
Maximum | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Shares issued under DRP offering | $ 115,600,000 | |||||||||||||||
Class A Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock, shares authorized | shares | 350,000,000 | [1] | 350,000,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | [1] | $ 0.001 | |||||||||||||
Common Stock, shares issued | shares | 19,094,325 | [1] | 18,942,639 | |||||||||||||
Shares issued under DRP offering | $ 257 | |||||||||||||||
Estimated value per common share | $ / shares | $ 11.58 | |||||||||||||||
Class A Common stock | Distribution Reinvestment Plan | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Estimated value per common share | $ / shares | 11.58 | |||||||||||||||
Selling price per share | $ / shares | $ 11.58 | |||||||||||||||
Class T Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock, shares authorized | shares | 350,000,000 | [1] | 350,000,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | [1] | $ 0.001 | |||||||||||||
Common Stock, shares issued | shares | 7,612,599 | [1] | 7,566,333 | |||||||||||||
Shares issued under DRP offering | $ 79 | |||||||||||||||
Estimated value per common share | $ / shares | 11.58 | |||||||||||||||
Class T Common stock | Distribution Reinvestment Plan | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Estimated value per common share | $ / shares | $ 11.58 | |||||||||||||||
Selling price per share | $ / shares | $ 11.58 | |||||||||||||||
Private Offering | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock, shares authorized amount | $ 1,000,000 | $ 109,500,000 | ||||||||||||||
Issuance of common stock | $ 7,800,000 | |||||||||||||||
Number of common stock issued | shares | 830,000 | |||||||||||||||
Primary Offering | Maximum | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock, shares authorized amount | $ 1,000,000,000 | |||||||||||||||
Primary Offering | Class A Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common Stock, shares issued | shares | 17,900,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 193,000,000 | |||||||||||||||
Primary Offering | Class T Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common Stock, shares issued | shares | 7,500,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 79,000,000 | |||||||||||||||
Distribution Reinvestment Plan Offering | Class A Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common Stock, shares issued | shares | 480,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 5,500,000 | |||||||||||||||
Distribution Reinvestment Plan Offering | Class T Common stock | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common Stock, shares issued | shares | 152,000 | |||||||||||||||
Gross proceeds from issuance of common stock | $ 1,800,000 | |||||||||||||||
The advisor | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Advisor purchased a limited partnership interest in Operating Partnership | $ 201,000 | |||||||||||||||
Initial capital contribution | $ 1,000 | |||||||||||||||
SmartStop Asset Management | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of limited partnership interests | 50.00% | |||||||||||||||
Percentage of non-voting equity interest | 15.00% | |||||||||||||||
Affiliate | The advisor | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage owned by affiliate in Advisor | 2.50% | |||||||||||||||
Strategic Storage Operating Partnership I I L P | R E I T Merger | Subsequent Event | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Per share amount to which each share of common stock outstanding immediately prior to merger effective time will be convertible | $ / shares | $ 12 | |||||||||||||||
SmartStop Asset Management | The advisor | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Economic Interests | 97.50% | |||||||||||||||
Percentage of voting membership interest | 100.00% | |||||||||||||||
SmartStop Asset Management | Strategic Storage Growth Property Management LLC | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of voting membership interest | 100.00% | |||||||||||||||
SmartStop Self Storage, Inc. | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Sale price per share | $ / shares | $ 13.75 | |||||||||||||||
Enterprise value on sale | $ 1,400,000,000 | |||||||||||||||
Strategic Storage Growth Operating Partnership | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of limited partnership interests | 99.90% | |||||||||||||||
Preferred Investor | The advisor | ||||||||||||||||
Organization and Nature of Operations [Line Items] | ||||||||||||||||
Percentage of limited partnership interests owned by noncontrolling owners | 0.10% | |||||||||||||||
[1] | (Unaudited) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018USD ($)Propertyshares | Sep. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Sep. 30, 2018USD ($)Propertyshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)Investmentshares | |||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of preferred equity investment | Investment | 1 | |||||||
Payments to acquire intangible assets | $ 400,000 | $ 1,300,000 | ||||||
Number of properties acquired | Property | 4 | 4 | ||||||
Business combination, acquisition related costs | $ 1,000,000 | |||||||
Asset acquisition related costs | $ 36,000 | $ 1,500,000 | 300,000 | $ 2,900,000 | ||||
Impairment losses recognized | 0 | $ 0 | 0 | $ 0 | ||||
Gross amount of lease intangibles | 4,400,000 | 4,400,000 | 4,100,000 | |||||
Accumulated amortization of lease intangibles | 3,900,000 | 3,900,000 | 3,200,000 | |||||
Estimated amortization expenses of intangible assets in 2018 | 200,000 | 200,000 | ||||||
Estimated amortization expenses of intangible assets in 2019 | 300,000 | 300,000 | ||||||
Estimated amortization expenses of intangible assets after year 2019 | 0 | 0 | ||||||
Debt issuance costs | 124,852 | [1] | $ 124,852 | [1] | 465,378 | |||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | |||||||
Fair Value Measurement, Recurring | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Assets fair value measurements on recurring | 0 | $ 0 | 0 | |||||
Liabilities fair value measurements on recurring | $ 0 | $ 0 | $ 0 | |||||
Distributions | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Share issued under distribution reinvestment plan | shares | 0 | 145,000 | 22,000 | |||||
Redeemable common Stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Value of redemption request of shares | $ 1,400,000 | $ 211,000 | ||||||
Class T Common stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Share issued under distribution reinvestment plan | shares | 33,306 | |||||||
Primary Offering Dealer Manager Agreement | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Percentage of proceeds from sale of Class A and Class T shares | 10.00% | |||||||
Underwriting compensation | 10.00% | |||||||
Maximum percentage other non-accountable expenses | 3.00% | |||||||
Primary Offering Dealer Manager Agreement | Class T Common stock | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Monthly stockholder servicing fee accrual description | 1/365th of 1% of the purchase price per share | |||||||
Revolving Financing | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt issuance costs | $ 100,000 | $ 100,000 | 500,000 | |||||
Non Revolving Financing | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt issuance costs | $ 219,046 | $ 219,046 | $ 300,000 | |||||
Personal Property Assets | Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 3 years | |||||||
Personal Property Assets | Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Estimated useful life | 5 years | |||||||
[1] | (Unaudited) |
Estimated Useful Lives used to
Estimated Useful Lives used to Depreciate Real Property Assets (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Land | |
Property Plant And Equipment [Line Items] | |
Standard Depreciable Life | Not Depreciated |
Buildings | Minimum | |
Property Plant And Equipment [Line Items] | |
Standard Depreciable Life | 30 years |
Buildings | Maximum | |
Property Plant And Equipment [Line Items] | |
Standard Depreciable Life | 35 years |
Site Improvements | Minimum | |
Property Plant And Equipment [Line Items] | |
Standard Depreciable Life | 7 years |
Site Improvements | Maximum | |
Property Plant And Equipment [Line Items] | |
Standard Depreciable Life | 10 years |
Potential Merger - Additional I
Potential Merger - Additional Information (Details) - R E I T Merger - Strategic Storage Operating Partnership I I L P - Subsequent Event $ / shares in Units, $ in Millions | Oct. 01, 2018USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Common stock per share, stockholders are entitled to receive upon merger closing | $ / shares | $ 12 |
Units of partnership interest, partners are entitled to receive upon merger closing | shares | 1.127 |
Common stock, par value | $ / shares | $ 0.001 |
Per share amount to which each share of common stock outstanding immediately prior to merger effective time will be convertible | $ / shares | $ 12 |
Each outstanding partnership interest immediately prior to merger effective time will be convertible | shares | 1.127 |
Merger agreement termination fee before fifth business day of go shop period end time | $ | $ 2.9 |
Merger agreement termination fee after fifth business day of go shop period end time | $ | 9.6 |
Merger agreement reverse termination fee, payments to be received | $ | $ 9.6 |
Summary of Activity in Real Est
Summary of Activity in Real Estate Facilities (Detail) | 9 Months Ended | |
Sep. 30, 2018USD ($) | ||
Real estate facilities | ||
Real estate facilities, beginning balance | $ 176,360,865 | |
Facility acquisitions | 51,500,667 | |
Construction in process placed in service | 11,301,512 | [1] |
Impact of foreign exchange rate changes | (112,584) | |
Improvements and additions | 512,011 | |
Real estate facilities, ending balance | 239,562,471 | |
Accumulated depreciation | ||
Accumulated depreciation, beginning balance | (7,052,779) | |
Depreciation expense | (4,594,771) | |
Accumulated depreciation, ending balance | $ (11,647,550) | [2] |
[1] | Construction on the first phase of our Asheville I facility was completed and the facility opened on March 22, 2018. Construction on the Stoney Creek facility was completed and the facility opened on May 31, 2018. | |
[2] | (Unaudited) |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocations and Occupancy Information for Acquisitions (Detail) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2018 | May 01, 2018 | Mar. 09, 2018 | Feb. 21, 2018 | Feb. 01, 2018 | ||
Asset Acquisition [Line Items] | ||||||
Real Estate Assets | $ 51,500,667 | |||||
Intangibles | 395,000 | |||||
Total | [1] | 51,895,667 | ||||
Debt Issued | 0 | |||||
Revenue | [2] | 769,015 | ||||
Property Operating Income (Loss) | [2],[3] | $ (138,510) | ||||
Pembroke Pines | Florida | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition Date | Feb. 1, 2018 | |||||
Real Estate Assets | $ 16,005,449 | |||||
Intangibles | 0 | |||||
Total | [1] | 16,005,449 | ||||
Debt Issued | 0 | |||||
Revenue | [2] | 133,308 | ||||
Property Operating Income (Loss) | [2],[3] | $ (93,944) | ||||
Occupancy Percentage | 40.00% | 0.00% | ||||
Riverview | Florida | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition Date | Feb. 21, 2018 | |||||
Real Estate Assets | $ 7,946,391 | |||||
Intangibles | 0 | |||||
Total | [1] | 7,946,391 | ||||
Debt Issued | 0 | |||||
Revenue | [2] | 120,886 | ||||
Property Operating Income (Loss) | [2],[3] | $ (109,855) | ||||
Occupancy Percentage | 52.00% | 0.00% | ||||
Eastlake | California | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition Date | Mar. 9, 2018 | |||||
Real Estate Assets | $ 17,342,483 | |||||
Intangibles | 0 | |||||
Total | [1] | 17,342,483 | ||||
Debt Issued | 0 | |||||
Revenue | [2] | 146,842 | ||||
Property Operating Income (Loss) | [2],[3] | $ (134,333) | ||||
Occupancy Percentage | 34.00% | 0.00% | ||||
McKinney | Texas | ||||||
Asset Acquisition [Line Items] | ||||||
Acquisition Date | May 1, 2018 | |||||
Real Estate Assets | $ 10,206,344 | |||||
Intangibles | 395,000 | |||||
Total | [1] | 10,601,344 | ||||
Debt Issued | 0 | |||||
Revenue | [2] | 367,979 | ||||
Property Operating Income (Loss) | [2],[3] | $ 199,622 | ||||
Occupancy Percentage | 89.00% | 78.00% | ||||
[1] | The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the property and capitalized acquisition costs. | |||||
[2] | The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition date. | |||||
[3] | Property operating loss excludes corporate general and administrative expenses, asset management fees, interest expenses, depreciation, amortization and acquisition expenses. |
Real Estate Facilities - Additi
Real Estate Facilities - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Asset Acquisition [Abstract] | |
Acquisition fees incurred to the advisor | $ 0.9 |
Summary of Consolidated Results
Summary of Consolidated Results of Operations on Pro Forma Basis (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Asset Acquisitions Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 14,369,493 | $ 11,816,396 |
Pro forma operating expenses | (15,788,997) | (12,899,938) |
Pro forma net loss attributable to common stockholders | $ (2,096,047) | $ (1,245,904) |
Pro Forma Consolidated Financ_3
Pro Forma Consolidated Financial Information - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Asset Acquisitions Pro Forma Information [Abstract] | ||
Pro forma acquisition related expenses | $ 0 | $ 1.8 |
Secured Debt - Additional Infor
Secured Debt - Additional Information (Detail) $ in Millions | Oct. 24, 2018 | Dec. 20, 2017USD ($) | May 03, 2017CAD ($) | Nov. 03, 2016CAD ($) | May 26, 2016USD ($) | Jul. 31, 2014Property | Sep. 30, 2018USD ($)Property | Dec. 20, 2018USD ($) | Mar. 31, 2018 | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, description | The KeyBank Facility accrued interest at the Borrower’s option of either (i) LIBOR plus 325 basis points, or (ii) Base Rate plus 225 basis points. Base Rate was the greater of (i) Agent Prime or (ii) the Fed Funds rate plus 0.50%. Additionally, an unused line fee of 25 basis points was assessed on the average daily unused amount of the maximum potential amount we may borrow. | ||||||||||
Secured debt | $ 12,873,428 | [1] | $ 5,594,779 | ||||||||
Torbarrie Property | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 0 | ||||||||||
Torbarrie Property | Toronto, Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 1.95% | ||||||||||
Line of credit facility interest rate | 4.65% | ||||||||||
Maturity date | Sep. 1, 2021 | ||||||||||
Maximum borrowing amount under the loan | $ 10.3 | ||||||||||
Debt instrument maturity date | The Torbarrie Loan has a maturity date of September 1, 2021. Payments due under the Torbarrie Loan are initially interest-only and due in arrears on the first day of each month. | ||||||||||
Debt service coverage ratio | 110.00% | ||||||||||
Amortization period | 25 years | ||||||||||
Stoney Creek Property | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amounts drawn | $ 4,100,000 | ||||||||||
Stoney Creek Property | Toronto, Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 1.95% | ||||||||||
Line of credit facility interest rate | 4.65% | ||||||||||
Maturity date | Oct. 1, 2021 | ||||||||||
Maximum borrowing amount under the loan | $ 7.8 | ||||||||||
Debt instrument maturity date | The Stoney Creek Loan has a maturity date of October 1, 2021. Payments due under the Stoney Creek Loan are initially interest-only and due in arrears on the first day of each month. | ||||||||||
Debt service coverage ratio | 110.00% | ||||||||||
Amortization period | 25 years | ||||||||||
Baseline Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Secured debt | $ 5,100,000 | ||||||||||
Maturity date | May 26, 2019 | ||||||||||
Baseline Loan | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan extension period | 3 years | ||||||||||
Baseline Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility interest rate | 3.25% | ||||||||||
LIBOR | Baseline Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 2.75% | ||||||||||
Royal Bank of Canada Prime Rate | Torbarrie Property | Toronto, Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument prime rate | 3.70% | ||||||||||
Royal Bank of Canada Prime Rate | Stoney Creek Property | Toronto, Canada | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument prime rate | 3.70% | ||||||||||
Revolving Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 3.25% | ||||||||||
Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 2.25% | ||||||||||
Revolving Credit Facility | Fed Funds Rate Plus | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 0.50% | ||||||||||
Revolving Credit Facility | Unused Fee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 0.25% | ||||||||||
Revolving Credit Facility | First Mortgage Liens | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of mortgaged properties | Property | 13 | ||||||||||
Amended Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving loan maturity date | Dec. 20, 2018 | Feb. 18, 2019 | |||||||||
Line of credit facility, description | The Amended KeyBank Facility bears interest at the Borrower’s option of either (i) LIBOR plus 225 basis points, or (ii) Base Rate plus 125 basis points. Base Rate is the greater of (i) Agent Prime or (ii) the Fed Funds rate plus 0.50%. Additionally, an unused line fee of 25 or 20 basis points is assessed on the average daily unused amount of the maximum potential amount we may borrow if the unused maximum potential amount is greater than or equal to 50% or less than 50%, respectively. As of September 30, 2018, the applicable interest rate was approximately 4.35% which was based on LIBOR plus 225 basis points | ||||||||||
Line of credit facility, term of extension options | 1 year | ||||||||||
Maximum borrowings under credit facility | $ 50,000,000 | ||||||||||
Line of credit facility interest-only period | 1 year | ||||||||||
Line of credit facility interest rate | 4.35% | ||||||||||
Percent of collateral properties used for aggregate borrowing capacity | 45.00% | ||||||||||
Minimum pool debt yield ratio | 12.00% | ||||||||||
Percentage of net equity proceeds | 85.00% | ||||||||||
Minimum liquidity amount | $ 3,000,000 | ||||||||||
Rate of indebtedness | 30.00% | ||||||||||
Percentage of required loan to value ratio | 45.00% | ||||||||||
Secured debt | $ 9,000,000 | ||||||||||
Amended Revolving Credit Facility | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total leverage ratio | 40.00% | ||||||||||
Minimum fixed charge ratio | 150.00% | ||||||||||
Maximum fixed charge ratio | 350.00% | ||||||||||
Amended Revolving Credit Facility | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total leverage ratio | 25.00% | ||||||||||
Amended Revolving Credit Facility | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving loan maturity date | Feb. 18, 2019 | ||||||||||
Maximum borrowings under credit facility | $ 28,000,000 | ||||||||||
Amended Revolving Credit Facility | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 2.25% | ||||||||||
Amended Revolving Credit Facility | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 1.25% | ||||||||||
Amended Revolving Credit Facility | Fed Funds Rate Plus | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 0.50% | ||||||||||
Amended Revolving Credit Facility | Unused Fee | Unused Maximum Potential Amount Greater Than or Equal to 50% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 0.25% | ||||||||||
Amended Revolving Credit Facility | Unused Fee | Unused Maximum Potential Amount Less Than 50% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility applicable interest rate | 0.20% | ||||||||||
Amended Revolving Credit Facility | First Mortgage Liens | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of mortgaged properties | Property | 14 | ||||||||||
[1] | (Unaudited) |
Future Principal Payment Requir
Future Principal Payment Requirements on Outstanding Secured Debt (Detail) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | ||
Long Term Debt Maturities Repayments Of Principal [Line Items] | ||||
2,018 | $ 0 | |||
2,019 | [1] | 9,000,000 | ||
2,020 | 0 | |||
2,021 | 4,092,474 | |||
2,022 | 0 | |||
2023 and thereafter | 0 | |||
Total payments | 13,092,474 | |||
Non-revolving debt issuance costs, net | (124,852) | [2] | $ (465,378) | |
Total | 12,873,428 | [2] | 5,594,779 | |
Non Revolving Financing | ||||
Long Term Debt Maturities Repayments Of Principal [Line Items] | ||||
Non-revolving debt issuance costs, net | $ (219,046) | $ (300,000) | ||
[1] | Such amount is outstanding under the Amended KeyBank Facility. Subsequent to September 30, 2018 the maturity was extended to February 18, 2019 | |||
[2] | (Unaudited) |
Future Principal Payment Requ_2
Future Principal Payment Requirements on Outstanding Secured Debt (Parenthetical) (Detail) | Dec. 20, 2017 | Sep. 30, 2018 |
Amended Revolving Credit Facility | ||
Long Term Debt Maturities Repayments Of Principal [Line Items] | ||
Revolving loan maturity date | Dec. 20, 2018 | Feb. 18, 2019 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Oct. 01, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2018 |
Related Party Transaction [Line Items] | ||||||
Maximum period for reimbursement of offering cost | 60 days | |||||
Maximum offering cost rate | 3.50% | |||||
Reimbursement of Organization and Offering Costs | $ 0 | $ 0 | ||||
Gross proceeds from Public Offering, threshold percentage of expenses for reimbursement | 15.00% | 15.00% | ||||
Monthly asset management fee | 0.04167% | |||||
Monthly asset management fee one twelfth of less than one percentage of asset value payable | one-twelfth of 0.5 | |||||
Disposition fees percentage of sale price of property | 1.00% | |||||
Operating expenses reimbursement percentage of average investment in assets | 2.00% | |||||
Operating expenses reimbursement percentage of net income | 25.00% | |||||
Operating expenses exceed limitation | 12 months | |||||
Maximum days for disclosure fact | 60 days | |||||
Amended management agreement date | Oct. 1, 2017 | |||||
Percentage of construction management fee | 5.00% | |||||
Property management capital improvement work in excess | $ 10,000 | |||||
Property management one time start-up fee | $ 3,750 | |||||
Servicing Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Self storage rental revenue | $ 2,300 | $ 7,000 | ||||
Strategic Storage TI Services GT JV, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage to purchase triggering member ownership interest in joint venture at fair market value | 50.00% | |||||
Percentage to sell triggering member ownership interest in joint venture at fair market value | 50.00% | |||||
Threshold percentage to purchase triggering member ownership interest in joint venture at fair market value | 95.00% | |||||
Operating revenue | 119,000 | $ 310,000 | ||||
Strategic Storage TI Services GT JV, LLC | TRS | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership interest in joint venture | 50.00% | |||||
Percentage of joint venture net revenues | 50.00% | |||||
Strategic Storage TI Services GT JV, LLC | SmartStop TI GT, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of ownership interest in joint venture | 50.00% | |||||
Percentage of joint venture net revenues | 50.00% | |||||
Primary Offering Dealer Manager Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of proceeds from sale of Class A and Class T shares | 10.00% | |||||
Underwriting compensation | 10.00% | |||||
Maximum percentage other non-accountable expenses | 3.00% | |||||
Primary Offering Dealer Manager Agreement | Class A Common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum sale commission fees percentage of proceed from Primary Offering | 7.00% | |||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||||
Primary Offering Dealer Manager Agreement | Class T Common stock | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum sale commission fees percentage of proceed from Primary Offering | 2.00% | |||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||||
Monthly stockholder servicing fee accrual description | 1/365th of 1% of the purchase price per share | |||||
Monthly stockholder servicing fee accrual percentage | 0.00003% | |||||
Prior Arrangement Property Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Property management agreement period | in effect from October 1, 2015 through September 30, 2017 | |||||
Term of property management agreement | 3 years | |||||
Renewal term of property management agreement | 1 year | |||||
Period of prior written notice for termination of property management agreement | 90 days | |||||
Property Management agreement, termination description | The property management agreements had a three year term and automatically renewed for successive one year periods thereafter, unless we or our Property Manager provided prior written notice at least 90 days prior to the expiration of the term. In general, if we terminated a property management agreement without cause during the initial three year term, we would have been required to pay our Property Manager a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term that had elapsed. After the end of the initial three year term, we could have terminated a property management agreement on 30 days prior written notice without payment of a termination fee. Our Property Manager could have terminated a property management agreement on 60 days prior written notice to us. | |||||
Notice period for property management agreement | 30 days | |||||
Notice period for property management agreement by property manager | 60 days | |||||
Sub Property Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Term of property management agreement | 3 years | 3 years | ||||
Renewal term of property management agreement | 3 years | 1 year | ||||
Period of prior written notice for termination of property management agreement | 90 days | 90 days | ||||
Property Management agreement, termination description | The sub-property management agreements between our Property Manager and Extra Space were substantially the same as the foregoing property management agreements. Under the sub-property management agreements, our Property Manager paid Extra Space a monthly management fee for each property equal to the greater of $2,500 or 6% of the gross revenues, plus reimbursement of Extra Space’s costs of managing the properties; provided, however that no management fee was due and payable to Extra Space for the months of January and July each year during the term. Extra Space had the exclusive right to offer tenant insurance to the tenants and was entitled to all of the benefits of such tenant insurance. The sub-property management agreements also had a three year term and automatically renewed for successive one year periods thereafter, unless our Property Manager or Extra Space provided prior written notice at least 90 days prior to the expiration of the term. In general, if our Property Manager terminated a sub-property management agreement without cause during the initial three year term, it would have been required to pay Extra Space a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term that had elapsed. After the end of the initial three year term, our Property Manager could have terminated a sub-property management agreement on 30 days prior written notice without payment of a termination fee. Extra Space could have terminated a sub-property management agreement on 60 days prior written notice to our Property Manager. | |||||
Notice period for property management agreement | 30 days | |||||
Notice period for property management agreement by property manager | 60 days | 60 days | ||||
Property management monthly management fee due and payable for January and July | $ 0 | |||||
Property management termination effective period | Oct. 1, 2017 | |||||
Property Management agreement, termination description | In connection with the termination of each sub-property management agreement, each corresponding property management agreement was amended effective as of October 1, 2017. Pursuant to the amended property management agreements, our Property Manager receives: (i) a monthly management fee for each property equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the Property Manager’s costs of managing the properties and (ii) a construction management fee equal to 5% of the cost of construction or capital improvement work in excess of $10,000. In addition, we agreed with our Property Manager or an affiliate to share equally in the net revenue attributable to the sale of tenant insurance at our properties. The property management agreements have a three year term and automatically renew for successive three year periods thereafter, unless we or our Property Manager provide prior written notice at least 90 days prior to the expiration of the term. After the end of the initial three year term, either party may terminate a property management agreement generally upon 60 days prior written notice. With respect to each new property we acquire for which we enter into a property management agreement with our Property Manager we will also pay our Property Manager a one-time start-up fee in the amount of $3,750. | |||||
Sub Property Management Agreement | Property Operating Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate costs incurred in connection with property management change | $ 200,000 | |||||
Transfer Agent Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
One-time initial setup fee paid | $ 50,000 | |||||
Term of transfer agent agreement | 3 years | |||||
Renewal term of transfer agent agreement | 1 year | |||||
written notice for termination of transfer agent agreement | 90 days | |||||
Transfer Agent Agreement Description | The initial term of the Transfer Agent Agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our Transfer Agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date | |||||
The advisor | Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage owned by affiliate in Advisor | 2.50% | |||||
SmartStop Asset Management | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of non-voting equity interest | 15.00% | |||||
Minority interest | 50.00% | |||||
R E I T Merger | Strategic Storage Operating Partnership I I L P | ||||||
Related Party Transaction [Line Items] | ||||||
Disposition fee to be paid to advisor | 3,700,000 | $ 3,700,000 | ||||
Subordinated distribution to be paid to advisor | $ 4,000,000 | $ 4,000,000 | ||||
Units of limited partnership interest advisor will receive | 1.127 | |||||
Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Rate of acquisition fees of purchase price of contract | 1.75% | 1.75% | ||||
Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Financing fee | 0.50% | |||||
Commission percentage of sale price of property | 6.00% | |||||
Maximum | Prior Arrangement Property Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Signage and set-up costs associated with converting per property to extra space brand | 25,000 | |||||
Minimum | Prior Arrangement Property Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Property management monthly management fee for each property | $ 2,500 | |||||
Property management monthly management fee, percentage on gross revenue | 6.00% | |||||
Minimum | Sub Property Management Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Property management monthly management fee for each property | $ 3,000 | $ 2,500 | ||||
Property management monthly management fee, percentage on gross revenue | 6.00% | 6.00% |
Summary of Related Party Costs
Summary of Related Party Costs (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 4,161,962 | $ 20,195,665 | |
Related party costs, Paid | 4,696,511 | 17,753,112 | |
Related party costs, Payable | 2,871,539 | [1] | 3,406,088 |
Operating expenses (including organizational costs) | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,004,092 | 770,835 | |
Related party costs, Paid | 930,557 | 723,044 | |
Related party costs, Payable | 131,241 | 57,706 | |
Transfer Agent Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 140,033 | 0 | |
Related party costs, Paid | 136,246 | 0 | |
Related party costs, Payable | 3,787 | 0 | |
Asset management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 881,081 | 736,757 | |
Related party costs, Paid | 896,706 | 728,382 | |
Related party costs, Payable | 0 | 15,625 | |
Property management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 957,553 | 1,018,875 | |
Related party costs, Paid | 953,528 | 1,018,875 | |
Related party costs, Payable | 4,025 | 0 | |
Acquisition costs | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 172,800 | 2,023,134 | |
Related party costs, Paid | 208,450 | 1,993,908 | |
Related party costs, Payable | 0 | 35,650 | |
Debt Issuance Costs, Capitalized | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 61,722 | 3,983 | |
Related party costs, Paid | 61,722 | 3,983 | |
Related party costs, Payable | 0 | 0 | |
Acquisition Costs, Capitalized | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 944,681 | 150,000 | |
Related party costs, Paid | 935,672 | 150,000 | |
Related party costs, Payable | 9,009 | 0 | |
Selling Commissions, Additional Paid In Capital | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 0 | 9,205,704 | |
Related party costs, Paid | 0 | 9,205,704 | |
Related party costs, Payable | 0 | 0 | |
Dealer Manager fees, Additional Paid In Capital | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 0 | 3,057,148 | |
Related party costs, Paid | 0 | 3,156,174 | |
Related party costs, Payable | 0 | 0 | |
Stockholder Servicing Fees, Additional Paid In Capital | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 0 | 3,063,039 | |
Related party costs, Paid | 573,630 | 606,852 | |
Related party costs, Payable | 2,723,477 | 3,297,107 | |
Offering costs, Additional Paid In Capital | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 0 | 166,190 | |
Related party costs, Paid | 0 | 166,190 | |
Related party costs, Payable | $ 0 | $ 0 | |
[1] | (Unaudited) |
Summary of Related Party Cost_2
Summary of Related Party Costs (Parenthetical) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Related party costs, Paid | $ 4,696,511 | $ 17,753,112 |
Property management fees | ||
Related Party Transaction [Line Items] | ||
Related party costs, Paid | 953,528 | 1,018,875 |
Property management fees | Sub-property manager | ||
Related Party Transaction [Line Items] | ||
Related party costs, Paid | 0 | 926,000 |
Selling Commissions, Additional Paid In Capital | ||
Related Party Transaction [Line Items] | ||
Related party costs, Paid | $ 0 | $ 9,205,704 |
Selling Commissions, Additional Paid In Capital | Dealer Manager | Class T Common stock | ||
Related Party Transaction [Line Items] | ||
Monthly stockholder servicing fee accrual description | 1/365th of 1% of the purchase price per share |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 19, 2018 | May 05, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Commitments and Contingencies [Line Items] | ||||||
Issuance of shares pursuant to distribution reinvestment plan | $ 3,904,447 | $ 3,368,914 | ||||
Distributions | ||||||
Commitments and Contingencies [Line Items] | ||||||
Issuance of shares pursuant to distribution reinvestment plan | $ 1,400,000 | $ 211,000 | ||||
Share issued under distribution reinvestment plan | 0 | 145,000 | 22,000 | |||
Maximum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Issuance of shares pursuant to distribution reinvestment plan | $ 115,600,000 | |||||
Class A Common stock | ||||||
Commitments and Contingencies [Line Items] | ||||||
Estimated value per common share | $ 11.58 | |||||
Issuance of shares pursuant to distribution reinvestment plan | $ 257 | |||||
Share issued under distribution reinvestment plan | 258,090 | |||||
Class T Common stock | ||||||
Commitments and Contingencies [Line Items] | ||||||
Estimated value per common share | 11.58 | |||||
Issuance of shares pursuant to distribution reinvestment plan | $ 79 | |||||
Share issued under distribution reinvestment plan | 79,572 | |||||
Distribution Reinvestment Plan | ||||||
Commitments and Contingencies [Line Items] | ||||||
Amendment, suspension or termination period for DRP offering | 10 days | |||||
Sales commissions, dealer manager fee, or stockholder servicing fee payable | $ 0 | $ 0 | ||||
Distribution Reinvestment Plan | Class A Common stock | ||||||
Commitments and Contingencies [Line Items] | ||||||
Estimated value per common share | 11.58 | |||||
Share issued under distribution reinvestment plan | 500,000 | |||||
Distribution Reinvestment Plan | Class T Common stock | ||||||
Commitments and Contingencies [Line Items] | ||||||
Estimated value per common share | $ 11.58 | |||||
Share issued under distribution reinvestment plan | 200,000 | |||||
Share Redemption Program | ||||||
Commitments and Contingencies [Line Items] | ||||||
Amendment, suspension, resumption or termination period | 30 days | |||||
Maximum weighted average number of shares outstanding percentage | 5.00% | |||||
Share Redemption Program | Minimum | ||||||
Commitments and Contingencies [Line Items] | ||||||
Shareholders share holding period | 1 year | |||||
DRP Offering and Share Redemption Program | ||||||
Commitments and Contingencies [Line Items] | ||||||
Amendment, suspension or termination period for DRP offering | 10 days | |||||
Amendment, suspension, resumption or termination period | 30 days | |||||
Distribution reinvestment plan description | distributions declared by the Board for the month of August 2018, which were paid in September 2018, and continuing until such time as the Board may approve the resumption of the DRP Offering, if ever, all distributions declared by the Board were paid to our stockholders in cash. | |||||
Share redemption program description | redemption requests received during the second quarter of 2018 were processed on July 31, 2018, and redemption requests received during the third quarter of 2018 ordinarily would have needed to be received on or prior to September 30, 2018 and would have been processed on October 31, 2018. However, the effective date of the aforementioned suspension of our share redemption program occurred prior to September 30, 2018. Accordingly, any redemption requests received during the third quarter of 2018, or any future quarter, will not be processed until such time as the Board may approve the resumption of our share redemption program, if ever | |||||
Operating Partnership Redemption Rights | ||||||
Commitments and Contingencies [Line Items] | ||||||
Number of shares issuable upon conversion of partnership units | 1 | |||||
Requisite minimum outstanding period for conversion eligibility | 1 year |
Stock for Redemptions Based on
Stock for Redemptions Based on Number of Years Stock Held (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Less than 1 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 0.00% |
1 or more but less than 3 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 90.00% |
3 or more but less than 4 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 95.00% |
4 or more | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 100.00% |
Potential Acquisitions - Additi
Potential Acquisitions - Additional Information (Detail) $ in Thousands | Nov. 09, 2017USD ($)Subsidiary | Apr. 05, 2017USD ($) | Sep. 30, 2018 |
Riggs Road Preferred Equity | |||
Potential Asset Acquisitions [Line Items] | |||
Number of subsidiaries made investment in preferred equity | Subsidiary | 1 | ||
Preferred equity investment | $ 1,250 | ||
Preferred return paid quarterly | 12.00% | ||
Riggs Road Property | |||
Potential Asset Acquisitions [Line Items] | |||
Potential purchase price of property | $ 10,000 | ||
Acquisition Date | Apr. 5, 2017 | ||
Earnest money amount | $ 1,000 |
Summary of Quarterly Financial
Summary of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Total revenues | $ 5,224,659 | $ 4,787,406 | $ 4,357,428 | $ 4,228,847 | $ 3,804,702 | $ 14,369,493 | $ 9,557,514 |
Total operating expenses | 5,843,047 | 5,764,547 | 4,810,783 | 4,191,889 | 5,693,427 | 16,418,377 | 13,410,579 |
Operating income (loss) | (618,388) | (977,141) | (453,355) | 36,958 | (1,888,725) | (2,048,884) | (3,853,065) |
Net income (loss) | (908,093) | (1,195,603) | (623,313) | 55,270 | (1,791,570) | (2,727,009) | (4,011,212) |
Net income (loss) attributable to the common stockholders | $ (907,344) | $ (1,194,774) | $ (622,844) | $ 55,455 | $ (1,790,415) | $ (2,724,962) | $ (4,007,581) |
Class A Common stock | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Net loss per Class A Share-basic and diluted | $ (0.03) | $ (0.04) | $ (0.02) | $ 0 | $ (0.07) | $ (0.10) | $ (0.18) |
Class T Common stock | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Net loss per Class A Share-basic and diluted | $ (0.03) | $ (0.04) | $ (0.02) | $ 0 | $ (0.07) | $ (0.10) | $ (0.18) |
Declaration of Distributions -
Declaration of Distributions - Additional Information (Detail) | Sep. 26, 2018$ / shares |
Class A Common stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.0013698630 |
Cash distribution record date start | Oct. 1, 2018 |
Cash distribution record date end | Dec. 31, 2018 |
Class T Common stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.0013698630 |
Cash distribution record date start | Oct. 1, 2018 |
Cash distribution record date end | Dec. 31, 2018 |
Common stock daily distribution paid | $ 0.0011 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 06, 2018 | Oct. 24, 2018 | Dec. 20, 2017 | Sep. 30, 2018 | Dec. 20, 2018 |
Amended Revolving Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Revolving loan maturity date | Dec. 20, 2018 | Feb. 18, 2019 | |||
Maximum borrowings under credit facility | $ 50,000,000 | ||||
Subsequent Event | Amended Revolving Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Revolving loan maturity date | Feb. 18, 2019 | ||||
Maximum borrowings under credit facility | $ 28,000,000 | ||||
Deer Springs Property | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Purchase price of property | $ 9,200,000 | ||||
Acquisition fees incurred | $ 200,000 |