SmartStop Self Storage REIT (STSFF) 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190983

STRATEGIC STORAGE TRUST II, INC.

SUPPLEMENT NO. 11 DATED APRIL 7, 2015

TO THE PROSPECTUS DATED JANUARY 10, 2014

This document supplements, and should be read in conjunction with, the prospectus of Strategic Storage Trust II, Inc. dated January 10, 2014 and Supplement No. 10 thereto dated February 6, 2015 (which amended and superseded all prior supplements). Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus.

The purpose of this supplement is to disclose:

• an update on the status of our public offering;

• an update on the Fourth Phase closing of the 26 Property Portfolio;

• an update to the “Issuance of Preferred Units of our Operating Partnership” subsection under the “Our Self Storage Properties” section of our prospectus to include disclosures regarding additional investments in our operating partnership by the Preferred Investor and the issuances of additional Preferred Units of our operating partnership;

• an update to the “KeyBank Facility” subsection under the “Our Self Storage Properties” section of our prospectus to include disclosures regarding an additional drawdown under the Credit Facility to fund the Fourth Phase closing of the 26 Property Portfolio and an amendment to the Credit Agreement;

• clarification to the property management fees;

• information regarding our share redemption program;

• information regarding related party fees and expenses;

• an update to our risk factor regarding distributions;

• removal of the “Plan of Operation” section of the prospectus and inclusion of “Management’s Discussion and Analysis of Financial Condition and Results of Operation” to include information for the year ended December 31, 2014; and

• our audited consolidated financial statements as of and for the year ended December 31, 2014.

Status of Our Offering

We commenced the initial public offering of shares of our common stock on January 10, 2014. On May 23, 2014, we reached the minimum offering amount of $1.5 million in sales of shares and commenced operations. As of March 31, 2015, we have received gross offering proceeds of approximately $25.9 million from the sale of approximately 2.6 million shares in our offering. As of March 31, 2015, approximately $1.07 billion in shares remained available for sale to the public under our initial public offering, including shares available under our distribution reinvestment plan.

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Fourth Phase Closing of 26 Property Portfolio

On August 14, 2014, we, through 26 wholly-owned subsidiaries of our operating partnership, executed 26 partial assignments of the purchase and sale agreement originally executed by a subsidiary of our sponsor on July 9, 2014, with unaffiliated third parties (the “26 Property Purchase Agreement”) for the acquisition of 14 self storage facilities located in California; four self storage facilities located in Michigan; three self storage facilities located in Colorado; two self storage facilities located in Illinois and one self storage facility located in each of New Jersey, Washington and Maryland (the “26 Property Portfolio”). The aggregate purchase price for the 26 Property Portfolio is approximately $128.2 million, plus closing costs and acquisition fees. As reported earlier, on January 23, 2015, we closed on the purchase of the first phase (the “First Phase”) of the 26 Property Portfolio which consisted of seven self storage facilities for approximately $25.9 million, plus closing costs and acquisition fees. On January 29, 2015, we closed on the purchase of the second phase (the “Second Phase”) of the 26 Property Portfolio which consisted of five self storage facilities for approximately $28.4 million, plus closing costs and acquisition fees. On February 5, 2015, we closed on the purchase of the third phase (the “Third Phase”) of the 26 Property Portfolio which consisted of seven self storage facilities for approximately $45.4 million, plus closing costs and acquisition fees.

On February 19, 2015, the Registrant closed on two self storage facilities located in California and Illinois representing the fourth phase (the “Fourth Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of approximately $10.8 million, plus closing costs and acquisition fees, which was funded with a combination of proceeds from issuances of Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) in the Operating Partnership, as described further below, and a draw of approximately $5.9 million under the KeyBank Facility, as described further below. We incurred acquisition fees of approximately $189,000 in connection with the Fourth Phase of the acquisition of the 26 Property Portfolio.

The Fourth Phase closing of the 26 Property Portfolio included the two properties in the table below:

Property	Address	Purchase Price		Year Built		Approx. Sq. Ft. (net)		Approx. Units		Physical Occupancy%(1)
Whittier - CA	10231 S. Colima Road, Whittier, CA 90603	$	5,870,000		1989		58,600		510		87	%
Bloomingdale - IL	240 W. Army Trail Road, Bloomingdale, IL 60108	$	4,950,000		1987		58,200		570		85	%
TOTAL		$	10,820,000				116,800		1,080

⁽¹⁾  Represents the occupied square feet divided by total rentable square feet as of December 31, 2014.

Upon the completion of the acquisition of the Fourth Phase of the 26 Property Portfolio, our portfolio now consists of 26 wholly-owned properties in seven states, consisting of approximately 14,340 units and approximately 1,554,600 net rentable square feet of storage space. We expect the remaining five properties of the 26 Property Portfolio to close during the second quarter of 2015.

The weighted average capitalization rate for the 26 self storage facilities we owned as of March 31, 2015 was approximately 7.21%. The weighted average capitalization rate is calculated as the estimated first year net operating income at the respective property divided by the property purchase price, exclusive of offering costs, closing costs and fees paid to our advisor. Estimated first year net operating income on our real estate investments is total estimated revenues generally derived from the terms of in-place leases, less property operating expenses generally based on the operating history of the property. In instances where management determines that historical amounts will not be representative of first year revenues or property operating expenses, management uses its best faith estimate of such amounts based on anticipated property operations. Estimated first year net operating income excludes interest expense, asset management fees, depreciation and amortization and our company-level general and administrative expenses. Historical operating income for these properties is not necessarily indicative of future operating results.

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Issuance of Additional Preferred Units of our Operating Partnership

The “Issuance of Preferred Units of our Operating Partnership” subsection under the “Our Self Storage Properties” section of our prospectus and the “Preferred Units” subsection to the “Our Operating Partnership Agreement” section of our prospectus is updated to state: “On February 17, 2015, the Preferred Investor invested an additional approximately $5.0 million in our operating partnership, which was used to fund a portion of the purchase price for the Fourth Phase closing of the 26 Property Portfolio, and in exchange the Preferred Investor received approximately 200,500 Preferred Units in our operating partnership. As of March 31, 2015, the Preferred Investor has invested an aggregate of approximately $56.5 million in our operating partnership and received approximately 2.3 million Preferred Units in our operating partnership.”

Update to the KeyBank Facility

The “KeyBank Facility” sub-section of the “Our Self Storage Properties” section of our prospectus is updated as follows:

The second sentence of the first paragraph of the “KeyBank Facility” sub-section is amended and restated as follows: “Pursuant to the first amendment of the Credit Agreement, dated February 27, 2015, the KeyBank Credit Facility must be fully funded through a maximum of seven loan advances no later than April 30, 2015.”

The following is added to the sixth paragraph of the “KeyBank Facility” sub-section: “In order to finance a portion of the Fourth Phase of the 26 Property Portfolio, we borrowed approximately $5.9 million under the KeyBank Facility. The amount drawn was in the form of a Eurodollar Loan under the KeyBank Credit Agreement which will bear interest at approximately 3.4%. We may change this election from time to time, as provided by the KeyBank Credit Agreement. Pursuant to a joinder agreement by the two special purpose entities wholly-owned by our Operating Partnership (the “Property SPEs”) in favor of KeyBank as administrative agent, the two properties acquired under the Fourth Phase of the 26 Property Portfolio now serve as additional collateral under the KeyBank Credit Agreement and the Property SPEs now serve as additional borrowers.

As of March 31, 2015, we have drawn down a total of approximately $61.2 million under the KeyBank Facility.”

Clarification to Property Management Fees

Under “Compensation to Our Advisor and its Affiliates” in the “Prospectus Summary” section on page 17of our prospectus and the “Management Compensation” section on page 77 of our prospectus, “Property Management Fees” are revised to state: “For supervising the management of our properties, we will generally pay aggregate property management fees equal to the greater of $3,000 per month or 6% of the gross revenues received from the properties plus reimbursement of the property manager’s costs of managing the properties.”

Share Redemption Program Update

Through March 31, 2015 we have not received any requests for redemptions under our share redemption program.

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Related Party Fees and Expenses

The following table summarizes related party costs incurred and paid by us for the year ended December 31, 2014, and any related amounts payable as of December 31, 2014 (there were no related party costs during the period from January 8, 2013 (date of inception) through December 31, 2013):

	Incurred		Paid		Payable
Expensed
Operating expenses (including organizational costs)	$	862,827	$	26,326	$	836,501
Asset management fees		22,254		—		22,254
Property management fees		47,287		—		47,287
Acquisition expenses		1,089,783		386,750		703,033
Capitalized
Deferred financing costs		441,873		—		441,873
Other assets		461,492		—		461,492
Additional Paid-in Capital
Selling commissions		1,201,157		1,201,157		—
Dealer Manager fee		514,781		508,902		5,879
Offering costs		1,805,916		—		1,805,916
Total	$	6,447,370	$	2,123,135	$	4,324,235

Update to Risk Factor

The risk factor “We may pay distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced” under the “Risks Related to this Offering and an Investment in Strategic Storage Trust II, Inc.” is deleted and replaced with the following:

To date, we have paid distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced.

In the event we do not have enough cash from operations to fund our distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from our Offering. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. For the year ended December 31, 2014, we funded 100% of our distributions using proceeds from our Offering. If we continue to pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain. See the “Description of Shares - Distribution Policy” section of the prospectus.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

The information contained on page 90 in the “Plan of Operation” section of the prospectus is revised as of the date of this supplement by the deletion of that section and the insertion of the following “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in lieu thereof, and should be read in conjunction with our accompanying financial statements and notes thereto:

Overview

We are a public, non-traded REIT that invests primarily in self storage facilities and related self storage real estate investments. We focus on investing in income-producing self storage facilities and related self storage real estate investments that are expected to support sustainable stockholder distributions over the long term. In order to implement our investment strategy, we focus on income-producing self storage facilities located in primary and secondary markets. Many of these facilities will have stabilized occupancy rates greater than 75%, but will have the opportunity for higher economic occupancy due to the property management capabilities of our property manager, Strategic Storage Property Management II, LLC (our “Property Manager”).

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We were formed on January 8, 2013. We intend to make an election to be taxed as a REIT beginning with the taxable year ended December 31, 2014. We have no paid employees. Our advisor, Strategic Storage Trust Advisor II, LLC (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 (the “Advisory Agreement”) with our Advisor. Our Advisor was formed on January 8, 2013.

On August 2, 2013, our Advisor purchased 100 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Amendment and Restatement authorize 700,000,000 shares of common stock with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001. We are offering a maximum of $1,000,000,000 of common shares for sale to the public (the “Primary Offering”) and $95,000,000 of common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering”).

Strategic Storage Holdings, LLC (our “Prior Sponsor”) was the sponsor of our Offering through August 31, 2014. Effective August 31, 2014, SmartStop Self Storage, Inc. (our “Sponsor”), formerly known as Strategic Storage Trust, Inc., entered into a series of transactions, agreements and amendments to its existing agreements and arrangements pursuant to the Self Administration and Investment Management Transaction with our Prior Sponsor and its affiliates, pursuant to which, effective August 31, 2014, our Sponsor acquired the self storage advisory, asset management, property management and investment management businesses of our Prior Sponsor including our Prior Sponsor’s sole membership interest in Strategic Storage Realty Group, LLC, which owns 97.5% of the economic interests (and 100% of the voting membership interests) of our Advisor and owns 100% of our Property Manager. Our Sponsor was formed on August 14, 2007 for the purpose of engaging in the business of investing in self storage facilities. As of December 31, 2014, our Sponsor owned 126 self storage facilities located in 17 states and the Greater Toronto Area representing approximately 10.5 million rentable square feet.

Our operating partnership, Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on January 9, 2013. On August 2, 2013, our Advisor purchased a limited partnership interest in our Operating Partnership for $200,000 and on August 2, 2013, we contributed the initial $1,000 capital contribution we received from our Advisor to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire in the future. As of December 31, 2014, we owned approximately 99% of the common units of limited partnership interests of our Operating Partnership. The remaining approximate 1% of the common units are owned by our Advisor. As of December 31, 2014, our Operating Partnership had issued approximately 260,000 Preferred Units to the Preferred Investor in exchange for an investment of approximately $6.5 million. 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 will conduct certain activities (such as tenant insurance and selling packing supplies and locks) through our taxable REIT subsidiary, Strategic Storage TRS II, Inc., a Delaware corporation (the “TRS”) which is a wholly-owned subsidiary.

Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”), is responsible for marketing our shares being offered pursuant to the Offering. Our Chief Executive Officer and President owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager through August 31, 2014. Effective, August 31, 2014, our Sponsor now indirectly owns the 15% non-voting equity interest in our Dealer Manager, pursuant to the Self Administration and Investment Management Transaction. An affiliate of our Dealer Manager continues to own a 2.5% non-voting membership interest in our Advisor.

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As we accept subscriptions for shares of our common stock, we transfer substantially all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional common units in our Operating Partnership. However, we are deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the Offering. In addition, our Operating Partnership is structured to make distributions with respect to common units that will be equivalent to the distributions made to holders of our common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her common units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their common units, subject to certain restrictions outlined in the Operating Partnership’s limited partnership agreement (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its common units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

We have no employees. 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 with our Advisor. Our Advisor was formed on January 8, 2013.

Our Property Manager was formed on January 8, 2013 to manage our properties. Our Property Manager will derive 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 managers.

On January 10, 2014, the Securities and Exchange Commission (“SEC”) declared our registration statement effective. On May 23, 2014, we satisfied the minimum $1.5 million offering requirements of our Offering and commenced formal operations. As of December 31, 2014, we had issued approximately 1.8 million shares of our common stock for gross proceeds of approximately $17.5 million. We intend to invest the net proceeds from the Offering primarily in self storage facilities and related self storage real estate investments.

As of December 31, 2014, we owned five self storage facilities located in two states (North Carolina and South Carolina) comprising approximately 2,500 units and approximately 354,000 rentable square feet. While our properties are branded under the “SmartStop^® Self Storage” brand, we do not own or control this brand. Our Sponsor owns and controls the intellectual property rights to the “SmartStop^® Self Storage” brand, the websitewww.smartstopselfstorage.com and other intellectual property currently being used by us in connection with our self storage properties. We are currently authorized to use this brand and other intellectual property pursuant to a license. In the event that we ever cease to operate under this brand, which has garnered substantial value due to its goodwill and reputation associated therewith, we may lose market share and customers, and we could incur significant costs to change the signage and otherwise change our brand.

Our results of operations for the year ended December 31, 2014 are not indicative of those expected in future periods as we expect that rental income, operating expenses, depreciation expense, amortization expense and interest expense will each increase in future periods as a result of anticipated future acquisitions of real estate assets.

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Critical Accounting Policies

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this supplement. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained in this supplement, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

Real Estate Purchase Price Allocation

We allocate the purchase prices of acquired properties based on a number of estimates and assumptions. We allocate the purchase prices to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. These estimated fair values are based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which we estimate based upon the relative size, age, and location of the individual property along with actual historical and estimated occupancy and rental rate levels, and other relevant factors. If available, and determined by management to be appropriate, appraised values are used, rather than these estimated values. Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. The determination of market rates is also subject to a number of estimates and assumptions. Our allocations of purchase prices could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such allocations may vary dramatically based on the estimates and assumptions we use.

Impairment of Long-Lived Assets

The majority of our assets consist of long-lived real estate assets as well as intangible assets related to our acquisitions. We will continually evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an

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impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss, if any, recognized may vary based on the estimates and assumptions we use.

Estimated Useful Lives of Long-Lived Assets

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.

Consolidation of Investments in Joint Ventures

We will evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entities included in our financial statements may vary based on the estimates and assumptions we use.

REIT Qualification

We intend to make an election under Section 856(c) of the Internal Revenue Code of 1986 (the Code) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2014. If we qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax 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 in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. However, we believe that we are organized and will operate in a manner that will enable us to qualify for treatment as a REIT for federal income tax purposes commencing with the year ended December 31, 2014, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

Results of Operations

Overview

We derive revenues principally from: (i) rents received from tenants who rent storage units under month-to-month leases at each of our self storage facilities; (ii) sales of packing- and storage-related supplies at our storage facilities; and (iii) our tenant insurance program. Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units. Additionally, our operating results depend on our tenants making their required rental payments to us. We believe that our approach to the management and operation of our facilities, which emphasizes local market oversight and control, results in quick and effective response to changes in local market conditions, including increasing rents and/or increasing occupancy levels where appropriate.

Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.

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As of December 31, 2014, we owned five self storage facilities located in two states (North Carolina and South Carolina) comprising approximately 2,500 units and approximately 354,000 rentable square feet. We believe there is little basis for comparison between the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013. Operating results in future periods will depend on the results of operations of these properties and of the real estate properties that we acquire in the future.

Comparison of the Year Ended December 31, 2014 and the Period from January 8, 2013 (date of inception) through December 31, 2013

Self Storage Rental Revenue

Rental revenue for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.5 million and none, respectively. The increase in rental revenue is attributable to the acquisition of our five self storage properties during 2014. We expect rental revenue to increase in future periods commensurate with our future acquisition activity.

Ancillary Operating Revenue

Ancillary operating revenue for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $14,000 and none, respectively. The increase in ancillary operating revenue is attributable to the acquisition of our five self storage properties during 2014. We expect ancillary operating revenue to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses

Property operating expenses for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $167,000 and none, respectively. Property operating expenses includes the cost to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses is attributable to the acquisition of our five self storage properties during 2014. We expect property operating expenses to increase in the future as our operational activity increases.

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $70,000 and none, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – affiliates is attributable to the acquisition of our five self storage properties during 2014. We expect property operating expenses – affiliates to increase in future periods as we have a full year of results from our 2014 acquisitions and commensurate with our future acquisition activity.

General and Administrative Expenses

General and administrative expenses for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.9 million and none, respectively. General and administrative expenses consist primarily of legal expenses, transfer agent fees, directors’ and officers’ insurance expense, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors’ related costs. We expect general and administrative expenses to increase in the future as our operational activity increases.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.3 million and none,

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respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense is attributable to the acquisition of our five self storage properties during 2014. We expect depreciation and amortization expense to increase in future periods as we have a full year of results from our 2014 acquisitions and commensurate with our future acquisition activity.

Acquisition Expenses - Affiliates

Acquisition expenses – affiliates for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $1.1 million and none, respectively. These acquisition expenses primarily relate to the due diligence costs associated with the potential acquisitions of a total of 26 properties as well as the costs related to the acquisition of our five self storage properties during 2014. We expect acquisition expenses - affiliates to fluctuate commensurate with our acquisition activities.

Other Property Acquisition Expenses

Property acquisition expenses for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.2 million and none, respectively. These acquisition expenses primarily relate to the due diligence costs associated with the potential acquisitions of a total of 26 properties as well as the costs related to the acquisition of our five self storage properties during 2014. We expect acquisition expenses to fluctuate commensurate with our acquisition activities.

Interest Expense

Interest expense for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.1 million and none, respectively. The increase in interest expense is attributable to the interest incurred on the debt assumed with the acquisition of our five properties during 2014. We expect interest expense to increase in future periods as we have a full year of interest from our existing debt and commensurate with future increases to our debt level.

Deferred Financing Amortization Expense

Deferred financing amortization expense for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $4,000 and none, respectively. The increase in deferred financing amortization expense is attributable to the costs incurred in connection with obtaining financing for the acquisition of our five self storage properties during 2014. We expect deferred financing amortization expense to increase in future periods as we have a full year of expense and commensurate with our future financing activity.

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Cash Flows

A comparison of cash flows for operating, investing and financing activities for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 is as follows:

	Year Ended December 31, 2014			For the Period from January 8, 2013 (date of inception) through December 31, 2013		Change
Net cash flow provided by (used in):
Operating activities	$	(334,442	)	$	—	$	(334,442	)
Investing activities		(13,688,652	)		—		(13,688,652	)
Financing activities		20,353,246			201,000		20,152,246

Cash flows used in operating activities for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $0.3 million and none, respectively, an increase in cash used year to year of approximately $0.3 million. The change in cash used in our operating activities is primarily the result of incurring a net loss of approximately $2.4 million in 2014, adjusted for depreciation and amortization of approximately $0.3 million, and changes in balance sheet accounts, primarily accounts payable and accrued liabilities, restricted cash, other assets, and amounts due to affiliates, of approximately $1.8 million.

Cash flows used in investing activities for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $13.7 million and none, respectively, an increase in the use of cash of approximately $13.7 million. The change in cash used in investing activities primarily relates to cash consideration paid of approximately $9.5 million for the purchase of our first five properties. An additional approximately $4.0 million was used as a deposit for the acquisition of properties subsequent to December 31, 2014, and approximately $0.2 million was added to the restricted cash balance.

Cash flows provided by financing activities for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 were approximately $20.4 million and $0.2 million, respectively, a change of approximately $20.2 million. The change in cash provided by financing activities over the prior period was comprised of approximately $17.5 million from the issuance of common stock, approximately $5.0 million from the issuance of preferred equity in our Operating Partnership, offset by a combined approximately $2.1 million from deferred financing costs, offering costs, and distributions during 2014, compared to approximately $0.2 million of proceeds in 2013 from the issuance of Operating Partnership units.

Liquidity and Capital Resources

Short-Term Liquidity and Capital Resources

Through May 23, 2014, the date we satisfied the minimum offering requirements of our Offering, we met our short-term operating liquidity requirements through advances from our Advisor or its affiliates, as we needed to fund our offering costs and operating expenses incurred before we met the minimum offering requirements of our Offering. Going forward, we generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds of our Offering, proceeds from secured or unsecured financing from banks or other lenders and advances from our Advisor which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our Advisory Agreement with our Advisor.

11

Distribution Policy

As of December 16, 2014, our board of directors authorized a daily distribution in the amount of $0.00164383561 per share (equivalent to an annualized distribution rate of 6.0%, assuming a purchase price of $10.00 per share) on the outstanding shares of common stock payable to 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 January 1, 2015 and continuing on each day thereafter through and including March 31, 2015.

Currently, we are making distributions to our stockholders using proceeds of the Offering in anticipation of future cash flow. As such, this reduces the amount of capital we will ultimately invest in properties. Because substantially all of our operations will be performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from the Offering. Though we presently intend to pay only cash distributions, and potentially stock distributions, we are authorized by our charter to pay in-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving such in-kind distributions; and (c) in-kind distributions are only made to those stockholders who accept such offer.

During our Offering, when we may raise capital more quickly than we acquire income-producing assets, and for some period after our Offering, we may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from our Offering.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investment in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Distributions will be paid to our stockholders as of the record date selected by our board of directors. We declare and pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:

• the amount of time required for us to invest the funds received in the Offering;

• our operating and interest expenses;

• the amount of distributions or dividends received by us from our indirect real estate investments;

• our ability to keep our properties occupied;

• our ability to maintain or increase rental rates;

• construction defects or capital improvements;

• capital expenditures and reserves for such expenditures;

• the issuance of additional shares; and

• financings and refinancings.

12

The following shows our distributions and the sources of such distributions for the respective periods presented:

	Year Ended December 31, 2014				Period from January 8, 2013 (date of inception) through December 31, 2013
Distributions paid in cash — common stockholders	$	158,037			$	—
Distributions paid in cash — Operating Partnership unitholders		7,332				—
Distributions paid in cash — preferred unitholders		33,306				—
Distributions reinvested		73,514				—
Total distributions	$	272,189			$	—
Source of distributions
Cash flows provided by operations	$	—	—		$	—
Offering proceeds from Primary Offering		198,675	73	%		—
Offering proceeds from distribution reinvestment plan		73,514	27	%		—
Total sources	$	272,189	100.0	%	$	—

For the year ended December 31, 2014, we paid distributions of approximately $272,000. For the period from January 8, 2013 (date of inception) through December 31, 2013, we declared no distributions. From our inception through December 31, 2014, the payment of distributions has been paid solely from Offering proceeds. We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.

We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our Primary Offering and pursuant to our distribution reinvestment plan. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

13

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Indebtedness

As of December 31, 2014, we had approximately $13.5 million of outstanding consolidated indebtedness, which includes approximately $900,000 of debt premium. As of December 31, 2014, all of our total consolidated indebtedness was fixed rate.

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness, if any.

Long-term potential future sources of capital include proceeds from our Public Offering, secured or unsecured financings from banks or other lenders, issuance of equity instruments and undistributed funds from operations. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2014:

	Payments due by period:
	Total		Less than 1 Year		1-3 Years		3-5 Years			More than 5 Years
Mortgage interest(1)	$	5,988,023	$	727,844	$	1,427,465	$	1,380,867		$	2,451,847
Mortgage principal		12,604,414		166,573		361,370		407,968	��		11,668,503
Total contractual obligations	$	18,592,437	$	894,417	$	1,788,835	$	1,788,835		$	14,120,350

⁽¹⁾  Interest expense was calculated based upon the contractual rate.

Off-Balance Sheet Arrangements

We do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities.

Subsequent Events

Please see Note 11 of the Notes to the Consolidated Financial Statements contained in this supplement.

14

Seasonality

We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.

Financial Statements

The financial statements listed below for the year ended December 31, 2014 are contained in this supplement:

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6
Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation	S-1

15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Strategic Storage Trust II, Inc.

We have audited the accompanying consolidated balance sheets of Strategic Storage Trust II, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, equity, and cash flows for the year ended December 31, 2014, and the period from January 8, 2013 (date of inception) through December 31, 2013. Our audits of the consolidated financial statements included the financial statement schedule listed in the accompanying index. Strategic Storage Trust II, Inc.’s management is responsible for these consolidated financial statements and the financial statement schedule. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Strategic Storage Trust II, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ CohnReznick LLP

Los Angeles, California

March 31, 2015

F-1

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2014 and 2013

	December 31,
	2014			2013
ASSETS
Real estate facilities:
Land	$	4,750,000		$	—
Buildings		14,376,589			—
Site improvements		1,731,291			—
		20,857,880			—
Accumulated depreciation		(93,433	)		—
		20,764,447			—
Construction in process		1,375			—
Real estate facilities, net		20,765,822			—
Cash and cash equivalents		6,531,152			201,000
Restricted cash		382,792			—
Other assets		4,666,438			—
Deferred financing costs, net of accumulated amortization		713,062			—
Intangible assets, net of accumulated amortization		1,991,383			—
Total assets	$	35,050,649		$	201,000
LIABILITIES AND EQUITY
Secured debt	$	13,494,871		$	—
Accounts payable and accrued liabilities		585,227			—
Due to affiliates		4,324,235			—
Distributions payable		80,424			—
Distributions payable to preferred unitholders in our Operating Partnership		84,166			—
Total liabilities		18,568,923			—
Commitments and contingencies (Note 7)
Redeemable common stock		73,514			—
Preferred equity in our Operating Partnership		5,028,115			—
Equity:
Strategic Storage Trust II, Inc. equity:
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at December 31, 2014 and 2013		—			—
Common stock, $0.001 par value; 700,000,000 shares authorized; 1,765,515 and 100 shares issued and outstanding at December 31, 2014 and 2013, respectively		1,766			1
Additional paid-in capital		14,004,810			999
Distributions		(311,975	)		—
Accumulated deficit		(2,396,385	)		—
Total Strategic Storage Trust II, Inc. equity		11,298,216			1,000
Noncontrolling interests in our Operating Partnership		81,881			200,000
Total equity		11,380,097			201,000
Total liabilities and equity	$	35,050,649		$	201,000

See notes to consolidated financial statements.

F-2

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31, 2014 and the Period from January 8, 2013 (date of inception) through December 31, 2013

	Year Ended December 31, 2014			Period from January 8, 2013 (date of inception) through December 31, 2013
Revenues:
Self storage rental revenue	$	450,963		$	—
Ancillary operating revenue		14,382			—
Total revenues		465,345			—
Operating expenses:
Property operating expenses		167,434			—
Property operating expenses – affiliates		69,541			—
General and administrative		943,865			—
Depreciation		94,063			—
Intangible amortization expense		158,617			—
Acquisition expenses—affiliates		1,089,783			—
Other property acquisition expenses		198,907			—
Total operating expenses		2,722,210			—
Operating loss		(2,256,865	)		—
Other income (expense):
Interest expense		(116,920	)		—
Accretion of fair market value of secured debt		16,543			—
Deferred financing amortization expense		(4,343	)		—
Net loss		(2,361,585	)		—
Less: Distributions to preferred unitholders in our Operating Partnership		(117,472	)		—
Less: Accretion of preferred equity costs		(28,115	)		—
Net loss attributable to the noncontrolling interests in our Operating Partnership		110,787			—
Net loss attributable to Strategic Storage Trust II, Inc. common shareholders	$	(2,396,385	)	$	—
Net loss per share—basic and diluted	$	(4.59	)	$	—
Weighted average shares outstanding—basic and diluted		522,223			42

See notes to consolidated financial statements.

F-3

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Year Ended December 31, 2014 and the Period from January 8, 2013 (date of inception) through December 31, 2013

	Number of Shares		Common Stock Par Value		Additional Paid-in Capital			Distributions			Accumulated Deficit			Total Strategic Storage Trust II, Inc. Equity			Noncontrolling Interests in our Operating Partnership			Total Equity			Preferred Equity in our Operating Partnership			Redeemable Common Stock
Balance as of January 8, 2013 (date of inception)		—	$	—	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Gross proceeds from issuance of common stock		100		1		999			—			—			1,000			—			1,000			—			—
Issuance of limited partnership units in our Operating Partnership		—		—		—			—			—			—			200,000			200,000			—			—
Balance as of December 31, 2013		100		1		999			—			—			1,000			200,000			201,000			—			—
Gross proceeds from issuance of common stock		1,757,677		1,757		17,535,145			—			—			17,536,902			—			17,536,902			—			—
Offering costs		—		—		(3,531,326	)		—			—			(3,531,326	)		—			(3,531,326	)		—			—
Changes to redeemable common stock		—		—		(73,514	)		—			—			(73,514	)		—			(73,514	)		—			73,514
Distributions ($0.60 per share)		—		—		—			(311,975	)		—			(311,975	)		—			(311,975	)		—			—
Distributions for noncontrolling interests		—		—		—			—			—			—			(7,332	)		(7,332	)		—			—
Issuance of shares for distribution reinvestment plan		7,738		8		73,506			—			—			73,514			—			73,514			—			—
Net loss attributable to Strategic Storage II Trust, Inc.		—		—		—			—			(2,396,385	)		(2,396,385	)		—			(2,396,385	)		—			—
Net loss attributable to the noncontrolling interests		—		—		—			—			—			—			(110,787	)		(110,787	)		—			—
Gross proceeds from issuance of preferred equity in our Operating Partnership		—		—		—			—						—			—			—			6,517,119			—
Preferred equity issuance costs		—		—		—			—						—			—			—			(1,517,119	)		—
Accretion of preferred equity issuance costs		—		—		—			—						—			—			—			28,115			—
Balance as of December 31, 2014		1,765,515	$	1,766	$	14,004,810		$	(311,975	)	$	(2,396,385	)	$	11,298,216		$	81,881		$	11,380,097		$	5,028,115		$	73,514

See notes to consolidated financial statements.

F-4

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 2014 and Period from January 8, 2013 (date of inception) through December 31, 2013

	Year Ended December 31, 2014			Period from January 8, 2013 (date of inception) through December 31, 2013
Cash flows from operating activities:
Net loss	$	(2,361,585	)	$	—
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		257,023			—
Accretion of fair market value adjustment of secured debt		(16,543	)		—
Increase (decrease) in cash from changes in assets and liabilities:
Other assets		(145,776	)		—
Restricted cash		(177,701	)		—
Accounts payable and accrued liabilities		501,065			—
Due to affiliates		1,609,075			—
Net cash used in operating activities		(334,442	)		—
Cash flows from investing activities:
Purchase of real estate		(9,481,306	)		—
Additions to real estate facilities		(2,255	)		—
Restricted cash		(205,091	)		—
Deposits on acquisition of real estate facilities		(4,000,000	)		—
Net cash flows used in investing activities		(13,688,652	)		—	��
Cash flows from financing activities:
Principal payments on secured debt		(14,280	)		—
Proceeds from issuance of preferred equity in our Operating Partnership		5,000,000			—
Deferred financing costs		(200,842	)		—
Gross proceeds from issuance of common stock		17,477,102			1,000
Offering costs		(1,710,059	)		—
Issuance of Operating Partnership units		—			200,000
Distributions paid to common stockholders		(158,037	)		—
Distributions paid to preferred unitholders in our Operating Partnership		(33,306	)		—
Distributions paid to noncontrolling interests in our Operating Partnership		(7,332	)		—
Net cash flows provided by financing activities		20,353,246			201,000
Change in cash and cash equivalents		6,330,152			201,000
Cash and cash equivalents, beginning of period		201,000			—
Cash and cash equivalents, end of period	$	6,531,152		$	201,000
Supplemental disclosures and non-cash transactions:
Cash paid for interest	$	116,920		$	—
Supplemental disclosure of noncash activities:
Secured debt assumed during the purchase of real estate	$	12,618,694		$	—
Other assets included in due to affiliates	$	461,492		$	—
Proceeds from issuance of common stock in other assets	$	59,800		$	—
Offering costs included in due to affiliates	$	1,811,795		$	—
Offering costs included in accounts payable and accrued liabilities	$	9,472		$	—
Deferred financing costs included in due to affiliates	$	441,873		$	—
Deferred financing cost included in accounts payable and accrued liabilities	$	74,690		$	—
Issuance of shares pursuant to distribution reinvestment plan	$	73,514		$	—
Distributions payable	$	80,424		$	—
Distributions payable to preferred unitholders in our Operating Partnership	$	84,166		$	—
Preferred equity issuance cost	$	1,517,119		$	—

See notes to consolidated financial statements.

F-5

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 1. Organization

Strategic Storage Trust II, Inc., a Maryland corporation (the “Company”), was formed on January 8, 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 supplement, “we,” “us,” “our,” and “Company” refer to Strategic Storage Trust II, Inc.

Strategic Storage Holdings, LLC, a Delaware limited liability company (our “Prior Sponsor”), was the sponsor of our Offering (as defined below) through August 31, 2014. Effective August 31, 2014, SmartStop Self Storage, Inc. (our “Sponsor”), formerly known as Strategic Storage Trust, Inc., entered into a series of transactions, agreements and amendments to its existing agreements and arrangements (such agreements and amendments hereinafter referred to collectively as the “Self Administration and Investment Management Transaction”) with our Prior Sponsor and its affiliates, pursuant to which, effective August 31, 2014, our Sponsor acquired the self storage advisory, asset management, property management and investment management businesses of our Prior Sponsor including our Prior Sponsor’s sole membership interest in Strategic Storage Realty Group, LLC, which owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Trust Advisor II, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management II, LLC (our “Property Manager”). Our Sponsor was formed on August 14, 2007 for the purpose of engaging in the business of investing in self storage facilities. As of December 31, 2014, our Sponsor owned 126 self storage facilities located in 17 states and the Greater Toronto Area.

Our Advisor, a Delaware limited liability company, was formed on January 8, 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 officers of our Advisor are also officers of us and our Sponsor.

On August 2, 2013, our Advisor purchased 100 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Amendment and Restatement authorizes 700,000,000 shares of common stock with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001. We are offering a maximum of $1,000,000,000 of common shares for sale to the public (the “Primary Offering”) and $95,000,000 of common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering”).

On January 10, 2014, the Securities and Exchange Commission (“SEC”) declared our registration statement effective. On May 23, 2014, we satisfied the $1.5 million minimum offering requirements of our Offering and commenced formal operations. As of December 31, 2014, we had issued approximately 1.8 million shares of our common stock for gross proceeds of approximately $17.6 million. We intend to invest the net proceeds from the Offering primarily in self storage facilities and related self storage real estate investments. As of December 31, 2014 we had purchased five properties and had identified additional potential acquisitions and subsequent to December 31, 2014 closed on 21 properties out of a portfolio of 26 properties.

Our operating partnership, Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on January 9, 2013. During 2013, our Advisor purchased limited partnership interests in our Operating Partnership for $200,000 and on August 2, 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 will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. As of December 31, 2014, we owned approximately 99% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 1% of the common units are owned by our Advisor. As of December 31, 2014, our Operating Partnership had issued approximately 260,000 Series A Cumulative Redeemable Preferred Units (the “Preferred Units”) to SSTI Preferred Investor, LLC (the “Preferred Investor”), a wholly-owned subsidiary of SmartStop Self Storage Operating Partnership, L.P., the operating partnership of our Sponsor, in exchange for an investment in our Operating Partnership of approximately $6.5 million. As the sole general partner of our Operating Partnership, we

F-6

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

have the exclusive power to manage and conduct the business of our Operating Partnership. We will conduct certain activities through our taxable REIT subsidiary, Strategic Storage TRS II, Inc., a Delaware corporation (the “TRS”) which is a wholly-owned subsidiary of our Operating Partnership. Our Property Manager was formed on January 8, 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.

Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”). Our Dealer Manager is responsible for marketing our shares being offered pursuant to our Primary Offering. Our president owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager through August 31, 2014. Effective August 31, 2014, our Sponsor now indirectly owns the 15% non-voting equity interest in our Dealer Manager, pursuant to the Self Administration and Investment Management Transaction. An affiliate of our Dealer Manager continues to own a 2.5% non-voting membership interest in our Advisor.

As we accept subscriptions for shares of our common stock, we transfer substantially all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we are deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the 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 our Operating Partnership’s limited partnership agreement (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.

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 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

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

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. As of December 31, 2014, we had not entered into contracts/interests that would be deemed to be variable interests in VIEs.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the useful lives of real estate assets and intangibles. Actual results could materially differ from those estimates.

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 equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through major financial institutions.

Restricted Cash

Restricted cash consists primarily of impound reserve accounts for property taxes, insurance and capital improvements in connection with the requirements of our loan agreement.

Other Assets

As of December 31, 2014, other assets included approximately $4.5 million related to acquisition deposits on the properties described in Note 11.

Real Estate Purchase Price Allocation

We account for acquisitions in accordance with amended accounting guidance which requires that we allocate the purchase price of the property to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, as of the acquisition date and to adjust those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for an acquisition). Acquisitions of portfolios 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. Allocations to the individual assets and liabilities are based upon comparable market sales information for land and estimates of depreciated

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

replacement cost of equipment, building and site improvements. In allocating the purchase price, we determine whether the acquisition includes intangible assets or liabilities. 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 preliminarily recorded approximately $2.2 million in intangible assets to recognize the value of in-place leases related to our acquisitions during 2014. 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. Our acquisition-related transaction costs are required to be expensed as incurred. During the year ended December 31, 2014 we expensed approximately $1.3 million of acquisition-related transaction costs.

Should the initial accounting for an acquisition be incomplete by the end of a reporting period that falls within the measurement period, we will report provisional amounts in our financial statements. During the measurement period, we will adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we will record those adjustments to our financial statements. We will apply those measurement period adjustments that we determine to be significant retrospectively to comparative information in our financial statements, potentially including adjustments to interest, depreciation and amortization expense.

Evaluation of Possible Impairment of Long-Lived Assets

Management will continually monitor 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. As of December 31, 2014, no impairment losses were recognized.

Equity Investments

Investments in unconsolidated real estate joint ventures and VIEs in which we are not the primary beneficiary, where we have significant influence, but not control, will be recorded under the equity method of accounting in our consolidated financial statements. Under the equity method, our investments in real estate ventures will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings of real estate ventures will be generally recognized based on the allocation of cash distributions upon liquidation of the investment in accordance with the joint venture agreements.

Investments representing passive preferred equity and/or minority interests will be accounted for under the cost method. Under the cost method, our investments in real estate ventures will be carried at cost and adjusted for other-than-temporary declines in fair value, distributions representing a return of capital and additional investments.

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.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

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 at cost. 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	35 years
Site Improvements	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 leases. We are amortizing in-place leases on a straight-line basis over the estimated future benefit period. As of December 31, 2014, the gross amounts allocated to in-place lease intangibles was approximately $2.2 million and accumulated amortization of in-place lease intangibles totaled approximately $0.2 million.

The total estimated amortization expense of intangible assets for the years ending December 31, 2015, 2016, and 2017, is approximately $985,000, $927,000, and $80,000, respectively, and none for the years thereafter.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Amortization of Deferred Financing Costs

Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of December 31, 2014 accumulated amortization of deferred financing costs totaled approximately $4,000.

Organizational and Offering Costs

Our Advisor may fund organization and offering costs on our behalf. We will be required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor must reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Such costs will be recognized as a liability when we have a present responsibility to reimburse our Advisor, which is defined in our Advisory Agreement as the date we satisfied the minimum offering requirements of our Offering (which occurred on May 23, 2014). If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. As of December 31, 2014, we do not believe total organization and offering costs will exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense.

Redeemable Common Stock

We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances.

We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheet since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. 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 but that are contingent on an event that is likely to occur (e.g., the passage of time) 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 sheet.

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 will be contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

Through December 31, 2014 we had not received any requests for redemptions.

Fair Value Measurements

The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

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 will 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, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates will approximate fair value because of the relatively short-term nature of these instruments.

The table below summarizes our fixed rate notes payable at December 31, 2014. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

	December 31, 2014
	Fair Value		Carrying Value
Fixed Rate Secured Debt	$	13,500,000	$	13,494,871

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 non-performance risk, we will consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

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 sheet. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.

Income Taxes

We intend to make 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 ending December 31, 2014. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders. 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 will be 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 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 will file 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

We currently have no potentially dilutive instruments. Both basic and diluted earnings per share attributable for all periods presented are computed by dividing net income (loss) by the weighted average number of shares outstanding during the period.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Recently Issued Accounting Guidance

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”) as Accounting Standards Codification (“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 is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early adoption is not permitted. We are in the process of evaluating the impact of this standard on our consolidated financial statements and the impact is unknown at this time.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of an Entity”. Under the new guidance, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as discontinued operations. The guidance will be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for annual financial statements with fiscal years beginning on or after December 15, 2014 with early adoption permitted for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. We do not believe this will have an impact on our consolidated financial statements as we have not had any disposals since inception.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. We are in the process of evaluating the impact of this standard on our consolidated financial statements and the impact is unknown at this time.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Specifically, ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, and affects the evaluation of fee arrangements in the primary beneficiary determination. ASU 2015-02 is effective for periods beginning after December 15, 2015 and early adoption is permitted. We are in the process of evaluating the impact of this standard on our consolidated financial statements and the impact is unknown at this time.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 3. Real Estate Facilities

The following summarizes the activity in real estate facilities during the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013:

Real estate facilities
Balance at January 8, 2013 (date of inception)	$	—
Facility acquisitions		—
Improvements and additions		—
Balance at December 31, 2013		—
Facility acquisitions		20,857,000
Improvements and additions		880
Balance at December 31, 2014	$	20,857,880
Accumulated depreciation
Balance at January 8, 2013 (date of inception)	$	—
Depreciation expense		—
Balance at December 31, 2013		—
Depreciation expense		(93,433	)
Balance at December 31, 2014	$	(93,433	)

The following table summarizes the purchase price allocation for our acquisitions during the year ended December 31, 2014:

Property	Acquisition Date		Real Estate Assets		Intangibles		Total(1)		Principal of Debt Assumed		Allocation of Debt Premium(1)		2014 Revenue(2)		2014 Property Operating Income(3)
Morrisville—NC		11/03/2015	$	1,968,000	$	250,000	$	2,218,000	$	1,216,000	$	88,000	$	57,533	$	29,825
Cary—NC		11/03/2015		4,377,000		380,000		4,757,000		2,610,000		187,500		85,820		56,170
Raleigh—NC		11/03/2015		3,671,000		410,000		4,081,000		2,238,000		160,500		76,672		42,563
Myrtle Beach I—SC		11/03/2015		5,584,000		600,000		6,184,000		3,392,000		244,000		132,962		89,847
Myrtle Beach II—SC		11/03/2015		5,257,000		510,000		5,767,000		3,163,000		227,000		112,358		72,799
2014 Total			$	20,857,000	$	2,150,000	$	23,007,000	$	12,619,000	$	907,000	$	465,345	$	291,204

⁽¹⁾  The allocations noted above are based on a preliminary determination of the fair value of the total consideration provided. Such valuations may change as we complete our purchase price accounting.

⁽²⁾  The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date.

⁽³⁾  Property operating income excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses.

The purchase price allocations included above are preliminary and therefore, subject to change upon the completion of our analysis of appraisals and other information related to the acquisitions. We anticipate finalizing the purchase price allocations by November 2015, as further evaluations are completed and additional information is received from third parties.

We incurred acquisition fees to our Advisor related to the above properties of approximately $0.4 million for the year ended December 31, 2014.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 4. Secured Debt

In connection with the acquisition of the five properties in 2014 described above (collectively, the “Raleigh/Myrtle Beach Portfolio”), we, through five special purpose entities formed to acquire and hold the properties comprising the Raleigh/Myrtle Beach Portfolio (collectively, the “Raleigh/Myrtle Beach Borrowing Entities”), assumed a secured promissory note with C-III Commercial Mortgage LLC (“C-III”) dated August 30, 2013, in the amount of approximately $12,600,000 (the “Raleigh/Myrtle Beach Promissory Note”). The Raleigh/Myrtle Beach Promissory Note matures in September 2023 and carries a fixed interest rate of 5.73%. The Raleigh/Myrtle Beach Promissory Note has a prepayment lockout for the first two years of the note. After September 2015, we may defease the Raleigh/Myrtle Beach Promissory Note upon the occurrence of certain conditions. The Raleigh/Myrtle Beach Promissory Note is secured by deeds of trust on our interest in three of the properties in the Raleigh/Myrtle Beach Portfolio, a mortgage on our interest in the other two properties comprising the Raleigh/Myrtle Beach Portfolio and certain of the assets of the Raleigh/Myrtle Beach Borrowing Entities. In addition, we and our Sponsor executed a guaranty in favor of C-III guaranteeing the payment of the Raleigh/Myrtle Beach Promissory Note (the “Raleigh/Myrtle Beach Guaranty”). The Raleigh/Myrtle Beach Guaranty requires that we and our Sponsor, collectively, maintain a net worth of at least $6.0 million and an aggregate liquidity of at least $2.0 million, exclusive of the interest in the Raleigh/Myrtle Beach Portfolio. Our Sponsor may be released from its obligations under the Raleigh/Myrtle Beach Guaranty if certain conditions are met, including that we alone satisfy the aforementioned net worth and liquidity requirements.

The following table presents the future principal payment requirements on outstanding secured debt as of December 31, 2014:

2015	$	166,573
2016		174,449
2017		186,921
2018		198,075
2019		209,893
2020 and thereafter		11,668,503
Total payments		12,604,414
Unamortized fair value adjustment		890,457
Total	$	13,494,871

Note 5. Preferred Equity

Issuance of Preferred Units by our Operating Partnership

On November 3, 2014, we and our Operating Partnership entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Unit Purchase Agreement”) with Preferred Investor, a wholly-owned subsidiary of SmartStop Self Storage Operating Partnership, L.P. Pursuant to the Unit Purchase Agreement, the Preferred Investor agreed to provide up to $65 million through a preferred equity investment in our Operating Partnership (the “Preferred Equity Investment”), which amount may be invested in one or more tranches, to be used solely for investments in self storage properties, as described in the underlying documents, in exchange for up to 2.6 million preferred units of limited partnership interest of our Operating Partnership (the “Preferred Units”), each having a liquidation preference of $25.00 per Preferred Unit (the “Liquidation Amount”), plus all of accumulated and unpaid distributions.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

In addition to the Unit Purchase Agreement, we and our Operating Partnership entered into a Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Second Amended and Restated Limited Partnership Agreement”) and Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement (the “Amendment”). The Second Amended and Restated Limited Partnership Agreement authorizes the issuance of additional classes of units of limited partnership interest in the Operating Partnership, establishes a new series of preferred units of limited partnership interest in the Operating Partnership and sets forth other necessary corresponding changes. All other terms of the Second Amended and Restated Limited Partnership Agreement remained substantially the same. The Amendment sets forth key terms of the Preferred Units, some of which are discussed below.

On November 3, 2014, the Preferred Investor invested approximately $6.5 million in the first tranche of its Preferred Equity Investment in our Operating Partnership, of which (i) approximately $5.0 million was used to fund a portion of the Raleigh/Myrtle Beach Portfolio acquisition, and (ii) approximately $1.5 million was used to pay expenses incurred by the Preferred Investor in accordance with the Amendment. The Preferred Investor received approximately 260,000 Preferred Units in our Operating Partnership.

On December 31, 2014, we issued approximately 1,020 Preferred Units in our Operating Partnership to the Preferred Investor to cover the approximately $25,000 in costs incurred by the Preferred Investor in making its investment.

The holders of the Preferred Units will receive current distributions (the “Current Distributions”) at a rate of a one-month LIBOR plus 6.5% per annum on the Liquidation Amount, payable monthly and calculated on an actual/360 basis. In addition to the Current Distributions, our Operating Partnership has the obligation to elect either (A) to pay the holder of the Preferred Units additional distributions monthly in an amount equal to: (i) 4.35% per annum of the Liquidation Amount through March 31, 2017; and (ii) beginning April 1, 2017, 6.35% per annum of the Liquidation Amount or (B) defer the additional distributions ( the “Deferred Distributions”) in an amount that will accumulate monthly in an amount equal to (i) LIBOR plus 10.85% of the Deferred Distributions through March 31, 2017; and (ii) beginning April 1, 2017, LIBOR plus 12.85% of the Deferred Distributions.

The Preferred Units may be redeemed by our Operating Partnership, in whole or in part, at the option of our Operating Partnership at any time. The redemption price (the “Redemption Price”) for the Preferred Units will be equal to: (i) in the event of a partial redemption, the sum of the Liquidation Amount plus all accumulated and unpaid Current Distributions thereon to the date of redemption; and (ii) in the event of the redemption of all outstanding Preferred Units, the sum of the Liquidation Amount plus all accumulated and unpaid Current Distributions and any accumulated Deferred Distributions thereon to the date of redemption. If fewer than all of the outstanding Preferred Units are to be redeemed at the option of our Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot or in such other manner as determined by us, as the general partner of our Operating Partnership to be fair and equitable to all holders of the Preferred Units.

The holder of the Preferred Units may require our Operating Partnership to repurchase the Preferred Units upon the occurrence of any of the following (each an “Optional Repurchase Event”) and as defined within the Amendment: (A) a breach of any of the Protective Provisions; (B) an Event of Default; (C) a Change of Control that has not been consented to in accordance with the terms of the Amendment; (D) our failure to qualify as a REIT under the Internal Revenue Code; or (E) the occurrence and continuance of a monetary or a material default beyond any applicable cure period under any of the loan documents for each of the properties in our portfolio. The repurchase price for the Preferred Units will be the Redemption Price.

F-17

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 6. 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 Offering and 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 of the Offering may be paid by our Advisor on our behalf and will be reimbursed to our Advisor from the proceeds of our Offering. Organization and offering costs consist of all expenses (other than sales commissions and the dealer manager fee) paid by us in connection with the Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow 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 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. Our Advisor must reimburse us within 60 days after the end of the month which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.

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 of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. We are required under our Advisory Agreement to reimburse our Advisor for organization and offering costs; provided, however, our Advisor is required to reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.

Our Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Offering.

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 our Advisor incurs. Our Advisor also receives a monthly asset management fee equal to 0.05208%, which is one-twelfth of 0.625%, of our aggregate asset value, as defined.

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. 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.

F-18

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Our Advisor is also entitled to various subordinated distributions pursuant to our 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) enter into an Extraordinary Transaction, as defined in the Operating Partnership Agreement.

Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after we acquire our first real estate asset, our Advisor is required 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.

Dealer Manager Agreement

Our Dealer Manager receives a sales commission of up to 7.0% of gross proceeds from sales in the Primary Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Offering under the terms of our Dealer Manager Agreement. Our Dealer Manager has entered into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allows all of the sales commissions paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of the 3.0% 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 receives reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses will be considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses may not exceed 3% of gross offering proceeds from sales in the Primary Offering.

Affiliated Dealer Manager

Our Chief Executive Officer and President owned, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager through August 31, 2014. Effective, August 31, 2014, our Sponsor now indirectly owns the 15% non-voting equity interest in our Dealer Manager, pursuant to the Self Administration and Investment Management Transaction. An affiliate of our Dealer Manager continues to own a 2.5% non-voting membership interest in our Advisor.

Property Management Agreement

Each of our self storage properties is managed by our Property Manager under separate property management agreements. Under each agreement, our Property Manager receives a fee for its services in managing our properties, generally equal to 6% of the gross revenues from the properties plus reimbursement of the Property Manager’s costs of managing the properties. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining our properties. Our Property Manager will also receive a one-time fee for each property acquired by us that will be managed by our Property Manager in the amount of $3,750. In the event that our Property Manager assists with the development or redevelopment of a property, we may pay a separate market-based fee for such services. In addition, our

F-19

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Property Manager is entitled to a construction management fee equal to 5% of the cost of construction or capital improvement work in excess of $10,000 and an administration fee equal to $0.50 a month for each insurance policy purchased by a customer at one of our facilities in connection with the tenant insurance program. Additionally, each agreement includes a non-solicitation provision and a provision regarding the Property Manager’s use of trademarks and other intellectual property owned by our Sponsor.

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, 2014, and any related amounts payable as of December 31, 2014 (there were no related party costs during the period from January 8, 2013 (date of inception) through December 31, 2013):

	Incurred		Paid		Payable
Expensed
Operating expenses (including organizational costs)	$	862,827	$	26,326	$	836,501
Asset management fees		22,254		—		22,254
Property management fees		47,287		—		47,287
Acquisition expenses		1,089,783		386,750		703,033
Capitalized
Deferred financing costs		441,873		—		441,873
Other assets		461,492		—		461,492
Additional Paid-in Capital
Selling commissions		1,201,157		1,201,157		—
Dealer Manager fee		514,781		508,902		5,879
Offering costs		1,805,916		—		1,805,916
Total	$	6,447,370	$	2,123,135	$	4,324,235

Tenant Insurance Program

Our Sponsor is participating in a tenant reinsurance program whereby customers of our self storage facilities are able to purchase insurance to cover damage or destruction to their property while stored at our facilities. Our Sponsor invested in a Cayman Islands company (the “Reinsurance Company”) that insures a portion of the insurance required by the program insurer to cover the risks of loss at participating facilities in the program. The program insurer provides fees (approximately 50% of the tenant premium paid) to us as owner of the facilities. The Reinsurance Company may be required to fund additional capital or entitled to receive distributions of profits depending on actual losses incurred under the program. Commensurate with the effective date of the Self Administration and Investment Management Transaction of August 31, 2014 our Sponsor acquired its interest in the Reinsurance Company from our Chief Executive Officer and President. For the year ended December 31, 2014, we recorded revenue of approximately $12,000 from the program insurer.

Storage Auction Program

Our Chairman of the Board of Directors, Chief Executive Officer and President, and our Senior Vice President — Property Management and the President of our property manager, own minority interests in a company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions online instead of using live auctions conducted at the self storage facilities. Once the contents of a storage unit are sold at auction, we will pay the Auction Company a service fee based upon the sale price of the unit. Collectively, these officers own 9% of the voting interests in the Auction Company. For the year ended December 31, 2014, we had not incurred any fees in connection with the Auction Company.

F-20

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 7. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan that allows our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. The purchase price per share is 95% of the current offering price of our shares in the Primary Offering. No sales commission or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. We may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ prior written notice to stockholders. No sales commissions or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. As of December 31, 2014 we have sold approximately 74,000 shares through our distribution reinvestment plan offering.

Share Redemption Program

We adopted a share redemption program that enables 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 of directors 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 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

At 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 amount the stockholder paid for their shares or the price per share in the current Offering. If we are no longer engaged in an offering, the per share Redemption Amount will be determined by our board of directors. Our board of directors 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 of directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While our board of directors 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.

F-21

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

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” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.

• 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 distribution reinvestment plan.

• 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 of solvency.

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.

Note 8. Declaration of Distributions

On December 16, 2014, our board of directors declared a distribution rate for the first quarter of 2015 of $0.00164383561 per day per share on the outstanding shares of common stock payable to stockholders of record of such shares as shown on our books at the close of business on each day during the period, commencing on January 1, 2015 and continuing on each day thereafter through and including March 31, 2015.

F-22

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 9. Pro Forma Financial Information (Unaudited)

The table set forth below summarizes on an unaudited pro forma basis the combined results of operations of the Company for the year ended December 31, 2014 and the period from January 8, 2013 (date of inception) through December 31, 2013 as if the Company’s acquisitions discussed in Note 3 were completed as of January 8, 2013. This pro forma information does not purport to represent what the actual results of operations of the Company would have been for the periods indicated, nor do they purport to predict the results of operations for future periods.

	Year Ended December 31, 2014			Period From January 8, 2013 (date of inception) through December 31, 2013
Pro forma revenue	$	2,535,863		$	2,585,168
Pro forma operating expenses	$	(4,414,266	)	$	(2,953,625	)
Pro forma net loss attributable to common shareholders	$	(3,162,460	)	$	(1,647,382	)
Pro forma net loss per common share, basic and diluted	$	(2.48	)	$	(1.33	)
Pro forma weighted average number of common shares outstanding, basic and diluted		1,272,810			1,241,489

The pro forma financial information for the year ended December 31, 2014 and the period from January 8, 2013 through December 31, 2013 were adjusted to exclude approximately $0.7 million and none, respectively, for acquisition related expenses.

Note 10. Selected Quarterly Data (Unaudited)

The following is a summary of quarterly financial information for the year ended December, 31, 2014 (there were no operations during the period from January 8, 2013 (date of inception) through December 31, 2013):

	Three months ended
	March 31, 2014		June 30, 2014			September 30, 2014			December 31, 2014
Total revenues	$	—	$	—		$	—		$	465,345
Total operating expenses	$	—	$	866,991		$	498,335		$	1,356,884
Operating loss	$	—	$	(866,991	)	$	(498,335	)	$	(891,539	)
Net loss	$	—	$	(866,991	)	$	(498,335	)	$	(996,259	)
Net loss attributable to the Company	$	—	$	(789,137	)	$	(482,603	)	$	(1,124,645	)
Net loss per share-basic and diluted	$	—	$	(7.90	)	$	(0.77	)	$	(0.84	)

F-23

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 11. Subsequent Events

Dividend Declaration

On March 24, 2015, our board of directors declared a distribution rate for the second quarter of 2015 of $0.00164383561 per day per share on the outstanding shares of common stock payable to stockholders of record of such shares as shown on our books at the close of business on each day during the period, commencing on April 1, 2015 and continuing on each day thereafter through and including June 30, 2015.

Acquisition – 26 Property Portfolio

On August 14, 2014, we, through 26 wholly-owned subsidiaries of our operating partnership, executed 26 partial assignments of the purchase and sale agreement originally executed by a subsidiary of our Former Sponsor on July 9, 2014, with unaffiliated third parties (the “26 Property Purchase Agreement”) for the acquisition of 14 self storage facilities located in California; four self storage facilities located in Michigan; three self storage facilities located in Colorado; two self storage facilities located in Illinois and one self storage facility located in each of New Jersey, Washington and Maryland (the “26 Property Portfolio”). The aggregate purchase price for the 26 Property Portfolio is approximately $128.2 million, plus closing costs and acquisition fees.

On January 23, 2015, we closed on seven self storage facilities located in California, Colorado, Illinois and Maryland representing the first phase (the “First Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of $25.9 million, plus closing costs and acquisition fees. We funded the First Phase of the 26 Property Portfolio with a combination of approximately $10.6 million of the proceeds of an investment by the Preferred Investor in our Operating Partnership in which the Preferred Investor received approximately 424,000 Preferred Units in our Operating Partnership and a draw of approximately $15.4 million under the KeyBank Facility, as described below. We incurred acquisition fees of approximately $450,000 in connection with the First Phase of the acquisition of the 26 Property Portfolio. The seven properties acquired in the First Phase consist of approximately 3,280 units and approximately 340,900 net rentable square feet of storage space.

On January 29, 2015, we closed on five self storage facilities located in California and Colorado representing the second phase (the “Second Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of approximately $28.4 million, plus closing costs and acquisition fees, which was funded with a combination of approximately $12.0 million of the proceeds of an investment by the Preferred Investor in our Operating Partnership in which the Preferred Investor received approximately 480,000 Preferred Units in our Operating Partnership, and a draw of approximately $16.4 million under the KeyBank Facility (as described below). We incurred acquisition fees of approximately $496,000 in connection with the Second Phase of the acquisition of the 26 Property Portfolio. The five properties acquired in the Second Phase consist of approximately 3,420 units and approximately 332,600 net rentable square feet of storage space.

On February 5, 2015, we closed on seven self storage facilities located in California, Colorado and Washington representing the third phase (the “Third Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of approximately $45.4 million, plus closing costs and acquisition fees, which was funded with a combination of approximately $22.4 million of the proceeds of an investment by the Preferred Investor in our Operating Partnership in which the Preferred Investor received approximately 896,000 Preferred Units in our Operating Partnership and a draw of approximately $23.6 million under the KeyBank Facility. We incurred acquisition fees of approximately $795,000 in connection with the Third Phase of the acquisition of the 26 Property Portfolio. The seven properties acquired in the Third Phase consist of approximately 4,070 units and approximately 410,100 net rentable square feet of storage space.

F-24

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

On February 19, 2015, we closed on two self storage facilities located in California and Illinois representing the fourth phase (the “Fourth Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of approximately $10.8 million, plus closing costs and acquisition fees, which was funded with a combination of approximately $5.0 million of the proceeds of an investment by the Preferred Investor in our Operating Partnership in which the Preferred Investor received approximately 200,500 Preferred Units in our Operating Partnership, and a draw of approximately $5.9 million under the KeyBank Facility. We incurred acquisition fees of approximately $189,000 in connection with the Fourth Phase of the acquisition of the 26 Property Portfolio.

The 21 self storage facilities constituting the First, Second, Third, and Fourth Phases of the 26 Property Portfolio are summarized in the table below:

Property	Address	Purchase Price		Year Built	Physical Occupancy(1)
La Verne – CA	2234 Arrow Hwy, La Verne, CA 91750	$	4,120,000	1986		86	%
Chico – CA	3860 Benetar Way, Chico, CA 95928		1,780,000	1984		89	%
Riverside - CA	6667 Van Buren Blvd, Riverside, CA 92503		2,760,000	1985		83	%
Fairfield - CA	2998 Rockville Rd, Fairfield, CA 94534		3,880,000	1984		91	%
Littleton - CO	3757 Norwood Dr., Littleton, CO 80125		4,300,000	1985		86	%
Crestwood - IL	4747 W Calumet-Sag Road, Crestwood, IL 60445		2,440,000	1987		92	%
Forestville - MD	4100 Forestville Rd, Forestville, MD 20747		6,650,000	1988		84	%
Lancaster - CA	43745 N. Sierra Hwy, Lancaster, CA 93534		1,760,000	1980		74	%
Upland - CA	1571 W Foothill Blvd, Upland, CA 91786		6,230,000	1979		90	%
Vallejo - CA	1401 Enterprise St, Vallejo, CA 94589		5,240,000	1981		90	%
Federal Heights – CO	8920 Federal Blvd, Federal Heights, CO 80221		4,700,000	1983		88	%
Santa Rosa - CA	3937 Santa Rosa Ave, Santa Rosa, CA 95407		10,420,000	1979-1981		89	%
La Habra - CA	580 E Lambert Rd, La Habra, CA 90631		4,560,000	1981		82	%
Santa Ana - CA	4200 Westminster Ave, Santa Ana, CA 92703		9,230,000	1978		83	%
Huntington Beach – CA	7611 Talbert Avenue, Huntington Beach, CA 92648		10,830,000	1986		90	%
Lompoc - CA	517 N. 8th Street, Lompoc, CA 93436		3,990,000	1982		91	%
Monterey Park – CA	404 Potrero Grande, Monterey Park, CA 91755		4,380,000	1987		87	%
Everett - WA	10919 Evergreen Way, Everett, WA 98204		5,150,000	1986		82	%
Aurora – CO	435 Airport Blvd, Aurora, CO 80011		7,290,000	1984		87	%
Whittier - CA	10231 S. Colima Road, Whittier, CA 90603		5,870,000	1989		87	%
Bloomingdale - IL	240 W. Army Trail Road, Bloomingdale, IL 60108		4,950,000	1987		85	%
TOTAL		$	110,530,000

⁽¹⁾  Represents the occupied square feet divided by total rentable square feet as of December 31, 2014.

We expect the remaining five properties of the 26 Property Portfolio to close during the second quarter of 2015.

F-25

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

KeyBank Facility

On January 20, 2015, we, through our Operating Partnership and certain affiliated entities, entered into a credit facility (the “KeyBank Facility”) with KeyBank, National Association (“KeyBank”), as administrative agent, KeyBanc Capital Markets, LLC, as sole book runner and sole lead arranger and Texas Capital Bank, N.A. (“Texas Capital”), as documentation agent. Under the terms of the KeyBank Facility, we may borrow up to approximately $71.3 million, of which KeyBank has committed up to approximately $46.3 million and Texas Capital has committed up to $25 million (KeyBank and Texas Capital are collectively, the “Lenders”). The KeyBank Credit Facility must be fully funded through a maximum of seven loan advances no later than April 30, 2015. Each borrowing under the KeyBank Facility will be comprised of either ABR Loans or Eurodollar Loans (each as defined in the KeyBank Credit Agreement (as defined below)), as we may request. We may elect to convert a borrowing to a different type or to continue a borrowing under the same type and, in the case of a Eurodollar Loan, may elect the applicable Interest Periods (as defined in the KeyBank Credit Agreement).

The KeyBank Facility has an initial term of three years, maturing on January 20, 2018, with two one-year extension options subject to certain conditions outlined further in the credit agreement for the KeyBank Facility (the “KeyBank Credit Agreement”). Payments due pursuant to the KeyBank Facility are interest-only for the first 36 months and a 30-year amortization schedule thereafter. The KeyBank Facility bears interest based on the type of borrowing. The ABR Loans bear interest at the lesser of (x) the Alternate Base Rate (as defined in the KeyBank Credit Agreement) plus the Applicable Rate, or (y) the Maximum Rate (as defined in the KeyBank Credit Agreement). The Eurodollar Loans bear interest at the lesser of (a) the Adjusted LIBO Rate (as defined in the KeyBank Credit Agreement) for the Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the KeyBank Credit Agreement). The Applicable Rate means for any Eurodollar Loan, 325 basis points, and for any ABR Loan, 225 basis points.

The KeyBank Facility is fully recourse and is secured by cross-collateralized first mortgage liens on the Mortgaged Properties (as defined in the KeyBank Credit Agreement). The KeyBank Facility contains a cross-default provision in which an event of default will occur under the KeyBank Facility if we default under any other recourse debt until we have a tangible net worth equal to or greater than $100 million and then to any other recourse debt of $25 million or greater in the aggregate or non-recourse debt of $75 million or greater in the aggregate. The KeyBank Facility may be prepaid or terminated at any time without penalty, provided, however, that the Lenders shall be indemnified for any breakage costs. Pursuant to that certain guaranty, dated January 20, 2015, in favor of the Lenders, 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 KeyBank Credit Facility, subject to no default or event of default is then outstanding or would reasonably occur as a result of such release, including compliance with the Loan to Value Ratio and the Debt-Service Coverage Ratio (each as defined in the KeyBank Credit Agreement), and we pay the applicable release Price (as defined in the KeyBank Credit Agreement).

Under the KeyBank Credit Agreement, we are required to enter into an interest rate hedging agreement prior to the first to occur of April 30, 2015 or the date on which the final loan advance is made under the KeyBank Facility.

F-26

STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

In order to finance a portion of the First Phase, Second Phase, Third Phase, and Fourth Phase of the 26 Property Portfolio, we borrowed approximately $15.4 million, $16.4 million, $23.6 million, and $5.9 million respectively, under the KeyBank Facility. The amounts drawn were in the form of a Eurodollar Loan under the KeyBank Credit Agreement which will bear interest at approximately 3.4%. We may change this election from time to time, as provided by the KeyBank Credit Agreement. Pursuant to joinder agreements by the special purpose entities wholly-owned by our operating partnership (the “Property SPEs”) in favor of KeyBank as administrative agent, the 21 properties acquired under the First Phase, Second Phase, Third Phase, and Fourth Phase of the 26 Property Portfolio now serve as additional collateral under the KeyBank Credit Agreement and the Property SPEs now serve as additional borrowers.

Offering Status

As of March 25, 2015, in connection with our Offering we have issued approximately 2.5 million shares of our common stock for gross proceeds of approximately $25.4 million.

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STRATEGIC STORAGE TRUST II, INC. AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

				Initial Cost to Company								Gross Carrying Amount at December 31, 2014
Description	ST	Encumbrance		Land		Building and Improvements		Total		Cost Capitalized Subsequent to Acquisition		Land		Building and Improvements		(1) Total		Accumulated Depreciation		Date of Construction	Date Acquired
Morrisville	NC	$	1,214,815	$	500,000	$	1,468,000	$	1,968,000	$	589	$	500,000	$	1,468,589	$	1,968,589	$	8,690	2004	11/03/2014
Cary	NC		2,606,433		700,000		3,677,500		4,377,500		291		700,000		3,677,791		4,377,791		20,207	1998/2005/ 2006	11/03/2014
Raleigh	NC		2,235,715		1,100,000		2,570,500		3,670,500		—		1,100,000		2,570,500		3,670,500		16,305	1999	11/03/2014
Myrtle Beach I	SC		3,387,793		1,400,000		4,184,000		5,584,000		—		1,400,000		4,184,000		5,584,000		24,663	1999/2005/ 2006/2007	11/03/2014
Myrtle Beach II	SC		3,159,658		1,050,000		4,207,000		5,257,000		—		1,050,000		4,207,000		5,257,000		23,568	1999/2006	11/03/2014
		$	12,604,414	$	4,750,000	$	16,107,000	$	20,857,000	$	880	$	4,750,000	$	16,107,880	$	20,857,880	$	93,433

Activity in real estate facilities during 2014 was as follows:

	Year Ended 2014
Real estate facilities
Balance at January 8, 2013	$	—
Facility acquisitions		20,857,000
Improvements and additions		880
Balance at December 31, 2014	$	20,857,880
Accumulated depreciation
Balance at January 8, 2013	$	—
Depreciation expense		(93,433	)
Balance at December 31, 2014	$	(93,433	)

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