Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ck0001585389 | |
Entity Registrant Name | STRATEGIC STORAGE TRUST II, INC. | |
Entity Central Index Key | 1585389 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 2,961,113 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Real estate facilities: | ||
Land | $41,190,000 | $4,750,000 |
Buildings | 72,497,076 | 14,376,589 |
Site improvements | 7,940,725 | 1,731,291 |
Real estate investment property, gross | 121,627,801 | 20,857,880 |
Accumulated depreciation | -665,321 | -93,433 |
Real estate investment property | 120,962,480 | 20,764,447 |
Construction in process | 0 | 1,375 |
Real estate facilities, net | 120,962,480 | 20,765,822 |
Cash and cash equivalents | 11,816,148 | 6,531,152 |
Restricted cash | 404,633 | 382,792 |
Other assets | 6,421,472 | 4,666,438 |
Deferred financing costs, net of accumulated amortization | 1,727,394 | 713,062 |
Intangible assets, net of accumulated amortization | 12,020,324 | 1,991,383 |
Total assets | 153,352,451 | 35,050,649 |
LIABILITIES AND EQUITY | ||
Secured debt | 74,632,438 | 13,494,871 |
Accounts payable and accrued liabilities | 2,409,157 | 585,227 |
Due to affiliates | 6,441,741 | 4,324,235 |
Distributions payable | 125,828 | 80,424 |
Distributions payable to preferred unitholders in our Operating Partnership | 1,075,205 | 84,166 |
Total liabilities | 84,684,369 | 18,568,923 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock | 172,967 | 73,514 |
Preferred equity in our Operating Partnership | 55,177,799 | 5,028,115 |
Equity | ||
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at March 31, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.001 par value; 700,000,000 shares authorized; 2,601,428 and 1,765,515 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 2,602 | 1,766 |
Additional paid-in capital | 21,294,465 | 14,004,810 |
Distributions | -637,429 | -311,975 |
Accumulated deficit | -7,376,114 | -2,396,385 |
Total Strategic Storage Trust II, Inc. equity | 13,283,524 | 11,298,216 |
Noncontrolling interests in our Operating Partnership | 33,792 | 81,881 |
Total equity | 13,317,316 | 11,380,097 |
Total liabilities and equity | $153,352,451 | $35,050,649 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 700,000,000 | 700,000,000 |
Common Stock, shares issued | 2,601,428 | 1,765,515 |
Common Stock, shares outstanding | 2,601,428 | 1,765,515 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Self storage rental revenue | $2,935,729 | $0 |
Ancillary operating revenue | 71,051 | 0 |
Total revenues | 3,006,780 | 0 |
Operating expenses: | ||
Property operating expenses | 1,190,114 | 0 |
Property operating expenses - affiliates | 424,933 | 0 |
General and administrative | 395,673 | 0 |
Depreciation | 574,934 | 0 |
Intangible amortization expense | 991,059 | 0 |
Acquisition expenses-affiliates | 2,044,203 | 0 |
Other property acquisition expenses | 304,717 | 0 |
Total operating expenses | 5,925,633 | 0 |
Operating loss | -2,918,853 | 0 |
Other income (expense): | ||
Interest expense | -531,575 | 0 |
Accretion of fair market value of secured debt | 19,216 | 0 |
Deferred financing amortization expense | -96,749 | 0 |
Other | -52,244 | 0 |
Net loss | -3,580,205 | 0 |
Less: Distributions to preferred unitholders in our Operating Partnership | -1,114,970 | 0 |
Less: Accretion of preferred equity costs | -329,684 | 0 |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 45,130 | 0 |
Net loss attributable to Strategic Storage Trust II, Inc. common shareholders | ($4,979,729) | $0 |
Net loss per share-basic and diluted | ($2.26) | $0 |
Weighted average shares outstanding-basic and diluted | 2,199,941 | 100 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (Unaudited) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Distributions [Member] | Accumulated Deficit [Member] | Total Strategic Storage Trust II, Inc. Equity [Member] | Noncontrolling Interests in our Operating Partnership[Member] | Preferred Equity in our Operating Partnership [Member] | Redeemable Common Stock [Member] |
Beginning Balance at Dec. 31, 2014 | $11,380,097 | $1,766 | $14,004,810 | ($311,975) | ($2,396,385) | $11,298,216 | $81,881 | $5,028,115 | $73,514 |
Beginning Balance (in shares) at Dec. 31, 2014 | 1,765,515 | ||||||||
Gross proceeds from issuance of common stock | 8,221,439 | 826 | 8,220,613 | 0 | 0 | 8,221,439 | 0 | 0 | 0 |
Gross proceeds from issuance of common stock (in shares) | 2,600,000 | 825,444 | |||||||
Offering costs | -930,948 | 0 | -930,948 | 0 | 0 | -930,948 | 0 | 0 | 0 |
Changes to redeemable common stock | -99,453 | 0 | -99,453 | 0 | 0 | -99,453 | 0 | 0 | 99,453 |
Distributions ($0.60 per share) | -325,454 | 0 | 0 | -325,454 | 0 | -325,454 | 0 | 0 | 0 |
Distributions for noncontrolling interests | -2,959 | 0 | 0 | 0 | 0 | 0 | -2,959 | 0 | 0 |
Issuance of shares for distribution reinvestment plan | 99,453 | 10 | 99,443 | 0 | 0 | 99,453 | 0 | 0 | 0 |
Issuance of shares for distribution reinvestment plan (in shares) | 10,469 | ||||||||
Net loss attributable to Strategic Storage II Trust, Inc. | -4,979,729 | 0 | 0 | 0 | -4,979,729 | -4,979,729 | 0 | 0 | 0 |
Net loss attributable to the noncontrolling interests in our Operating Partnership | -45,130 | 0 | 0 | 0 | 0 | 0 | -45,130 | 0 | 0 |
Gross proceeds from issuance of preferred equity in our Operating Partnership | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 49,944,862 | 0 |
Preferred equity issuance costs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -124,862 | 0 |
Accretion of preferred equity issuance costs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 329,684 | 0 |
Ending Balance at Mar. 31, 2015 | $13,317,316 | $2,602 | $21,294,465 | ($637,429) | ($7,376,114) | $13,283,524 | $33,792 | $55,177,799 | $172,967 |
Ending Balance (in shares) at Mar. 31, 2015 | 2,601,428 |
Consolidated_Statements_of_Equ1
Consolidated Statements of Equity (Unaudited) (Parenthetical) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |
Distributions, per share | $0.60 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($3,580,205) | $0 |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 1,662,742 | 0 |
Accretion of fair market value adjustment of secured debt | -19,216 | 0 |
Increase (decrease) in cash from changes in assets and liabilities: | ||
Other assets | -1,057,471 | 0 |
Restricted cash | 6,029 | 0 |
Accounts payable and accrued liabilities | 703,522 | 0 |
Due to affiliates | 2,824,133 | 0 |
Net cash provided by operating activities | 539,534 | 0 |
Cash flows from investing activities: | ||
Purchase of real estate | -110,530,000 | 0 |
Additions to real estate facilities | -80,236 | 0 |
Restricted cash | -27,870 | 0 |
Deposits on acquisition of real estate facilities | -555,509 | 0 |
Net cash flows used in investing activities | -111,193,615 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of secured debt | 61,200,000 | 0 |
Principal payments on secured debt | -43,217 | 0 |
Proceeds from issuance of preferred equity in our Operating Partnership | 49,820,000 | 0 |
Deferred financing costs | -1,121,764 | 0 |
Gross proceeds from issuance of common stock | 8,153,893 | 0 |
Offering costs | -1,762,349 | 0 |
Distributions paid to common stockholders | -180,596 | 0 |
Distributions paid to preferred unitholders in our Operating Partnership | -123,931 | 0 |
Distributions paid to noncontrolling interests in our Operating Partnership | -2,959 | 0 |
Net cash flows provided by financing activities | 115,939,077 | 0 |
Change in cash and cash equivalents | 5,284,996 | 0 |
Cash and cash equivalents, beginning of period | 6,531,152 | 201,000 |
Cash and cash equivalents, end of period | 11,816,148 | 201,000 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 290,502 | 0 |
Supplemental disclosure of noncash activities: | ||
Purchase of real estate in accounts payable and accrued liabilities | 984,374 | 0 |
Additions to real estate in accounts payable and accrued liabilities | 193,936 | 0 |
Proceeds from issuance of common stock in other assets | 127,345 | 0 |
Other assets included in due to affiliates | 77,556 | 0 |
Offering costs included in due to affiliates | 151,811 | 0 |
Offering costs included in accounts payable and accrued liabilities | 26,260 | 0 |
Deferred financing costs included in due to affiliates | 64,006 | 0 |
Issuance of shares pursuant to distribution reinvestment plan | 99,453 | 0 |
Distributions payable | 125,828 | 0 |
Distributions payable to preferred unitholders in our Operating Partnership | 1,028,402 | 0 |
Preferred equity issuance costs | $124,862 | $0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization | 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 report, “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 March 31, 2015, our Sponsor owned 127 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 March 31, 2015, we had issued approximately 2.6 million shares of our common stock for gross proceeds of approximately $25.8 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 March 31, 2015, we owned 26 properties and anticipate closing on the remaining five properties out of a portfolio of 26 properties during the second quarter of 2015 (see Note 11). | |
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 March 31, 2015, 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 March 31, 2015, our Operating Partnership had issued approximately 2.3 million 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 $56.5 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 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 and CEO 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Consolidation Considerations | |||||||||||||||||
Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. As of March 31, 2015 and 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 one of our loan agreements. | |||||||||||||||||
Other Assets | |||||||||||||||||
As of March 31, 2015, other assets included approximately $5.0 million related to acquisition deposits on properties we expect to close during the second quarter of 2015. (See 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 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 $11.0 million in intangible assets to recognize the value of in-place leases related to our acquisitions during 2015. 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 three months ended March 31, 2015 and 2014, we expensed approximately $2.3 million and none of acquisition-related transaction costs, respectively. | |||||||||||||||||
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. For the three months ended March 31, 2015 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. | |||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||
Tenant accounts receivable, which is included in other assets in the accompanying consolidated balance sheets, 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 | 30-35 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 March 31, 2015, and December 31, 2014 the gross amounts allocated to in-place lease intangibles was approximately $13.2 million and $2.2 million respectively, and accumulated amortization of in-place lease intangibles totaled approximately $1.1 million and $0.2 million, respectively. | |||||||||||||||||
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 March 31, 2015 and December 31, 2014 accumulated amortization of deferred financing costs totaled approximately $0.1 million and $4,000, respectively. | |||||||||||||||||
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 March 31, 2015, 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 sheets. | |||||||||||||||||
In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation for 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 March 31, 2015 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 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 March 31, 2015 and 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. | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
Fixed Rate Secured Debt | $ | 13,440,000 | $ | 13,432,438 | $ | 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. | |||||||||||||||||
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 adopted the guidance effective January 1, 2015. As we have had no dispositions since our inception, there is no financial statement impact at this time. | |||||||||||||||||
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. | |||||||||||||||||
In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. ASU 2015-03 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. |
Real_Estate_Facilities
Real Estate Facilities | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||
Real Estate Facilities | Note 3. Real Estate Facilities | ||||||||||||||||||||||||||||
The following summarizes the activity in real estate facilities during the three months ended March 31, 2015: | |||||||||||||||||||||||||||||
Real estate facilities | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 20,857,880 | |||||||||||||||||||||||||||
Facility acquisitions | 100,494,375 | ||||||||||||||||||||||||||||
Improvements and additions | 275,546 | ||||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 121,627,801 | |||||||||||||||||||||||||||
Accumulated depreciation | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | (93,433 | ) | ||||||||||||||||||||||||||
Depreciation expense | (571,888 | ) | |||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | (665,321 | ) | ||||||||||||||||||||||||||
On August 14, 2014, the Company, 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 Prior Sponsor on July 9, 2014, with unaffiliated third parties 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”). | |||||||||||||||||||||||||||||
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 $26.3 million, plus closing costs and acquisition fees. 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 $28.6 million, plus closing costs and acquisition fees. 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 $45.8 million, plus closing costs and acquisition fees. 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 $10.9 million, plus closing costs and acquisition fees. | |||||||||||||||||||||||||||||
The Company funded the acquisitions of the first four phases of the 26 Property Portfolio with a combination of proceeds from draws under the KeyBank Facility (Note 5), issuance of preferred units in the Operating Partnership (Note 6) and proceeds from our Primary Offering. We plan to close the final five properties in the 26 Property Portfolio in the second quarter of 2015. (See Note 11.) | |||||||||||||||||||||||||||||
The following table summarizes the purchase price allocation for our acquisitions during the three months ended March 31, 2015: | |||||||||||||||||||||||||||||
Property | Acquisition | Real Estate | Intangibles(1) | Total(2) | Debt Issued | 2015 | 2015 | ||||||||||||||||||||||
Date | Assets | Revenue | Property | ||||||||||||||||||||||||||
-3 | Operating | ||||||||||||||||||||||||||||
Income | |||||||||||||||||||||||||||||
-4 | |||||||||||||||||||||||||||||
La Verne - CA | 1/23/15 | $ | 3,746,875 | $ | 420,000 | $ | 4,166,875 | $ | 2,370,000 | $ | 110,817 | $ | 75,494 | ||||||||||||||||
Chico - CA | 1/23/15 | 1,516,875 | 310,000 | 1,826,875 | 1,230,000 | 63,795 | 40,243 | ||||||||||||||||||||||
Riverside - CA | 1/23/15 | 2,406,875 | 400,000 | 2,806,875 | 1,740,000 | 92,153 | 57,855 | ||||||||||||||||||||||
Fairfield - CA | 1/23/15 | 3,416,875 | 510,000 | 3,926,875 | 2,250,000 | 96,661 | 59,917 | ||||||||||||||||||||||
Littleton - CO | 1/23/15 | 4,016,875 | 330,000 | 4,346,875 | 2,310,000 | 100,175 | 57,588 | ||||||||||||||||||||||
Crestwood - IL | 1/23/15 | 2,046,875 | 440,000 | 2,486,875 | 1,650,000 | 102,602 | 53,809 | ||||||||||||||||||||||
Forestville - MD | 1/23/15 | 6,196,875 | 500,000 | 6,696,875 | 3,870,000 | 127,157 | 79,454 | ||||||||||||||||||||||
Upland - CA | 1/29/15 | 5,676,875 | 600,000 | 6,276,875 | 3,540,000 | 117,271 | 82,103 | ||||||||||||||||||||||
Lancaster - CA | 1/29/15 | 1,546,875 | 260,000 | 1,806,875 | 1,140,000 | 74,857 | 41,518 | ||||||||||||||||||||||
Santa Rosa - CA | 1/29/15 | 9,596,875 | 870,000 | 10,466,875 | 5,760,000 | 213,908 | 156,534 | ||||||||||||||||||||||
Vallejo - CA | 1/29/15 | 4,746,875 | 540,000 | 5,286,875 | 3,360,000 | 117,604 | 85,120 | ||||||||||||||||||||||
Federal Heights - CO | 1/29/15 | 4,296,875 | 450,000 | 4,746,875 | 2,550,000 | 88,582 | 54,431 | ||||||||||||||||||||||
Santa Ana - CA | 2/5/15 | 8,666,875 | 610,000 | 9,276,875 | 4,350,000 | 145,831 | 93,407 | ||||||||||||||||||||||
La Habra - CA | 2/5/15 | 4,176,875 | 430,000 | 4,606,875 | 2,340,000 | 93,643 | 71,630 | ||||||||||||||||||||||
Monterey Park - CA | 2/5/15 | 3,986,875 | 440,000 | 4,426,875 | 2,340,000 | 83,748 | 49,908 | ||||||||||||||||||||||
Huntington Beach - CA | 2/5/15 | 9,826,875 | 1,050,000 | 10,876,875 | 5,760,000 | 176,490 | 142,172 | ||||||||||||||||||||||
Lompoc - CA | 2/5/15 | 3,416,875 | 620,000 | 4,036,875 | 2,460,000 | 90,980 | 66,449 | ||||||||||||||||||||||
Aurora - CO | 2/5/15 | 6,656,875 | 680,000 | 7,336,875 | 4,140,000 | 141,794 | 107,548 | ||||||||||||||||||||||
Everett - WA | 2/5/15 | 4,866,875 | 330,000 | 5,196,875 | 2,190,000 | 72,171 | 34,675 | ||||||||||||||||||||||
Whittier - CA | 2/19/15 | 5,246,875 | 670,000 | 5,916,875 | 3,330,000 | 96,137 | 71,288 | ||||||||||||||||||||||
Bloomingdale - IL | 2/19/15 | 4,436,875 | 560,000 | 4,996,875 | 2,520,000 | 68,039 | 43,753 | ||||||||||||||||||||||
Total | $ | 100,494,375 | $ | 11,020,000 | $ | 111,514,375 | $ | 61,200,000 | $ | 2,274,415 | $ | 1,524,896 | |||||||||||||||||
(1) | Intangible assets are amortized over a weighted average period of approximately 28 months. | ||||||||||||||||||||||||||||
-2 | 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. | ||||||||||||||||||||||||||||
(3) | The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. | ||||||||||||||||||||||||||||
(4) | 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 December 31, 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 property acquisitions of approximately $1.9 million for the three months ended March 31, 2015. |
Pro_Forma_Financial_Informatio
Pro Forma Financial Information (Unaudited) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Pro Forma Financial Information (Unaudited) | Note 4. 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 three months ended March 31, 2015, and 2014 as if the Company’s acquisitions were completed as of January 1, 2014. 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. | |||||||||
For the three months ended | |||||||||
March 31, 2015 | March 31, 2014 | ||||||||
Pro forma revenue | $ | 4,173,301 | $ | 3,931,636 | |||||
Pro forma operating expenses | (5,031,475 | ) | (4,272,875 | ) | |||||
Pro forma net loss attributable to common shareholders | (3,496,785 | ) | (3,142,242 | ) | |||||
Pro forma net loss per common share, basic and diluted | $ | (1.59 | ) | $ | (1.43 | ) | |||
Weighted average number of common shares outstanding, basic and diluted | 2,199,941 | 2,199,941 | |||||||
The pro forma financial information for the three months ended March 31, 2015 and 2014 were adjusted to exclude approximately $2.3 million and none, respectively, for acquisition related expenses. |
Secured_Debt
Secured Debt | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Secured Debt | Note 5. Secured Debt | ||||
Raleigh/Myrtle Beach Promissory Note | |||||
In connection with the acquisition of the five properties in November 2014 (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. | |||||
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 June 30, 2015. Each borrowing under the KeyBank Facility will be comprised of either ABR Loans or Eurodollar Loans, 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 (i) the Alternate Base Rate (as defined in the KeyBank Credit Agreement) plus the Applicable Rate, or (ii) 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 June 30, 2015 or the date on which the final loan advance is made under the KeyBank Facility. | |||||
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 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. | |||||
The following table presents the future principal payment requirements on outstanding secured debt as of March 31, 2015: | |||||
2015 | $ | 123,356 | |||
2016 | 174,449 | ||||
2017 | 186,921 | ||||
2018 | 61,398,075 | ||||
2019 | 209,893 | ||||
2020 and thereafter | 11,668,503 | ||||
Total payments | 73,761,197 | ||||
Unamortized fair value adjustment | 871,241 | ||||
Total | $ | 74,632,438 | |||
Preferred_Equity
Preferred Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Preferred Equity | Note 6. 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 the 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 accumulated and unpaid distributions. | |
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. | |
As of March 31, 2015, we had closed on 21 of the 26 properties of the 26 Property Portfolio through four phases of closings. The acquisitions were funded in part by the issuance of an aggregate of approximately 2.0 million Preferred Units in our Operating Partnership for approximately $50.0 million. As of March 31, 2015, the Preferred Investor had invested an aggregate of approximately $56.5 million in our Operating Partnership. | |
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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||
Related Party Transactions | Note 7. Related Party Transactions | ||||||||||||||||||||||||
Fees to Affiliates | |||||||||||||||||||||||||
Our Advisory Agreement with our Advisor and dealer manager agreement (“Dealer Manager Agreement”) with our Dealer Manager, entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the 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 average invested assets, 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. | |||||||||||||||||||||||||
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 also generally receives 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 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 the three months ended March 31, 2015, and any related amounts payable as of December 31, 2014 and March 31, 2015 (there were no related party costs during the three months ended March 31, 2014): | |||||||||||||||||||||||||
Year Ended December 31, 2014 | Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
Incurred | Paid | Payable | Incurred | Paid | Payable | ||||||||||||||||||||
Expensed | |||||||||||||||||||||||||
Operating expenses (including organizational costs) | $ | 862,827 | $ | 26,326 | $ | 836,501 | $ | 354,997 | $ | — | $ | 1,191,498 | |||||||||||||
Asset management fees | 22,254 | — | 22,254 | 146,261 | — | 168,515 | |||||||||||||||||||
Property management fees | 47,287 | — | 47,287 | 278,672 | — | 325,959 | |||||||||||||||||||
Acquisition expenses | 1,089,783 | 386,750 | 703,033 | 2,044,203 | — | 2,747,236 | |||||||||||||||||||
Capitalized | |||||||||||||||||||||||||
Deferred financing costs | 441,873 | — | 441,873 | 64,006 | — | 505,879 | |||||||||||||||||||
Other assets | 461,492 | — | 461,492 | 77,556 | — | 539,048 | |||||||||||||||||||
Additional Paid-in Capital | |||||||||||||||||||||||||
Selling commissions | 1,201,157 | 1,201,157 | — | 554,551 | 554,551 | — | |||||||||||||||||||
Dealer Manager fee | 514,781 | 508,902 | 5,879 | 237,665 | 224,586 | 18,958 | |||||||||||||||||||
Offering costs | 1,805,916 | — | 1,805,916 | 138,732 | 1,000,000 | 944,648 | |||||||||||||||||||
Total | $ | 6,447,370 | $ | 2,123,135 | $ | 4,324,235 | $ | 3,896,643 | $ | 1,779,137 | $ | 6,441,741 | |||||||||||||
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 three months ended March 31, 2015 and 2014, we recorded revenue of approximately $60,000 and none, respectively, from the program insurer. | |||||||||||||||||||||||||
Storage Auction Program | |||||||||||||||||||||||||
Our President and Chief Executive Officer, 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 three months ended March 31, 2015 and 2014, we had not incurred any fees in connection with the Auction Company. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Note 8. 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 March 31, 2015 we have sold approximately $173,000 in 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. | ||||
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. |
Declaration_of_Distributions
Declaration of Distributions | 3 Months Ended |
Mar. 31, 2015 | |
Text Block [Abstract] | |
Declaration of Distributions | Note 9. Declaration of Distributions |
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. |
Selected_Quarterly_Data
Selected Quarterly Data | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Selected Quarterly Data | Note 10. Selected Quarterly Data (Unaudited) | ||||||||||||||||||||
The following is a summary of quarterly financial information for the periods shown below: | |||||||||||||||||||||
Three months ended | |||||||||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | March 31, 2015 | |||||||||||||||||
Total revenues | $ | — | $ | — | $ | — | $ | 465,345 | $ | 3,006,780 | |||||||||||
Total operating expenses | $ | — | $ | 866,991 | $ | 498,335 | $ | 1,356,884 | $ | 5,925,633 | |||||||||||
Operating loss | $ | — | $ | (866,991 | ) | $ | (498,335 | ) | $ | (891,539 | ) | $ | (2,918,853 | ) | |||||||
Net loss | $ | — | $ | (866,991 | ) | $ | (498,335 | ) | $ | (996,259 | ) | $ | (3,580,205 | ) | |||||||
Net loss attributable to common shareholders | $ | — | $ | (789,137 | ) | $ | (482,603 | ) | $ | (1,124,645 | ) | $ | (4,979,729 | ) | |||||||
Net loss per share-basic and diluted | $ | — | $ | (7.90 | ) | $ | (0.77 | ) | $ | (0.84 | ) | $ | (2.26 | ) |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||
Subsequent Events | Note 11. Subsequent Events | ||||||||||||||
Acquisition – Three Properties in the 26 Property Portfolio | |||||||||||||||
On May 8, 2015, we closed on three self storage facilities located in Michigan representing the fifth phase (the “Fifth Phase”) of the acquisition of the 26 Property Portfolio for a purchase price of approximately $11.9 million, plus closing costs and acquisition fees, which was funded with a combination of approximately $3.0 million of the proceeds of an investment by the Preferred Investor in our Operating Partnership in which the Preferred Investor received approximately 120,000 Preferred Units in our Operating Partnership, a draw of approximately $6.5 million under the KeyBank Facility and proceeds from our Primary Offering. We incurred acquisition fees of approximately $200,000 in connection with the Fifth Phase of the acquisition of the 26 Property Portfolio. | |||||||||||||||
Property | Address | Purchase | Year | Physical | |||||||||||
Price | Built | Occupancy(1) | |||||||||||||
Warren I - MI | 27203 Groesbeck Hwy, Warren MI 48089 | $ | 3,437,000 | 1996 | 80 | % | |||||||||
Warren II - MI | 24623 Ryan Road, Warren MI 48091 | 3,637,000 | 1987 | 86 | % | ||||||||||
Troy - MI | 262 E. Maple Road, Troy MI 48083 | 4,817,000 | 1988 | 90 | % | ||||||||||
TOTAL | $ | 11,891,000 | |||||||||||||
(1) | Represents the occupied square feet divided by total rentable square feet as of the acquisition date. | ||||||||||||||
We expect the remaining two properties of the 26 Property Portfolio to close during the second quarter of 2015. | |||||||||||||||
Offering Status | |||||||||||||||
As of May 8, 2015, in connection with our Offering we have issued approximately 3.0 million shares of our common stock for gross proceeds of approximately $29.5 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||||||
Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Consolidation Considerations | Consolidation Considerations | ||||||||||||||||
Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. As of March 31, 2015 and December 31, 2014, we had not entered into contracts/interests that would be deemed to be variable interests in VIEs. | |||||||||||||||||
Use of Estimates | 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 | 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 | ||||||||||||||||
Restricted cash consists primarily of impound reserve accounts for property taxes, insurance and capital improvements in connection with the requirements of one of our loan agreements. | |||||||||||||||||
Other Assets | Other Assets | ||||||||||||||||
As of March 31, 2015, other assets included approximately $5.0 million related to acquisition deposits on properties we expect to close during the second quarter of 2015. (See Note 11.) | |||||||||||||||||
Real Estate Purchase Price Allocation | 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 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 $11.0 million in intangible assets to recognize the value of in-place leases related to our acquisitions during 2015. 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 three months ended March 31, 2015 and 2014, we expensed approximately $2.3 million and none of acquisition-related transaction costs, respectively. | |||||||||||||||||
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 | 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. For the three months ended March 31, 2015 no impairment losses were recognized. | |||||||||||||||||
Equity Investments | 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 | Revenue Recognition | ||||||||||||||||
Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets. | |||||||||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||||||||
Tenant accounts receivable, which is included in other assets in the accompanying consolidated balance sheets, is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. | |||||||||||||||||
Real Estate Facilities | Real Estate Facilities | ||||||||||||||||
Real estate facilities are recorded 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 | Depreciation of Real Property Assets | ||||||||||||||||
Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. | |||||||||||||||||
Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: | |||||||||||||||||
Description | Standard Depreciable Life | ||||||||||||||||
Land | Not Depreciated | ||||||||||||||||
Buildings | 30-35 years | ||||||||||||||||
Site Improvements | 10 years | ||||||||||||||||
Depreciation of Personal Property Assets | Depreciation of Personal Property Assets | ||||||||||||||||
Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. | |||||||||||||||||
Intangible Assets | Intangible Assets | ||||||||||||||||
We have allocated a portion of our real estate purchase price to in-place leases. We are amortizing in-place leases on a straight-line basis over the estimated future benefit period. As of March 31, 2015, and December 31, 2014 the gross amounts allocated to in-place lease intangibles was approximately $13.2 million and $2.2 million respectively, and accumulated amortization of in-place lease intangibles totaled approximately $1.1 million and $0.2 million, respectively. | |||||||||||||||||
Amortization of Deferred Financing Costs | 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 March 31, 2015 and December 31, 2014 accumulated amortization of deferred financing costs totaled approximately $0.1 million and $4,000, respectively. | |||||||||||||||||
Organizational and Offering Costs | 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 March 31, 2015, 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 | 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 sheets. | |||||||||||||||||
In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation for 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 March 31, 2015 we had not received any requests for redemptions. | |||||||||||||||||
Fair Value Measurements | 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 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 March 31, 2015 and 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. | |||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
Fixed Rate Secured Debt | $ | 13,440,000 | $ | 13,432,438 | $ | 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 | 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 | 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 | 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. | |||||||||||||||||
Recently Issued Accounting Guidance | 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 adopted the guidance effective January 1, 2015. As we have had no dispositions since our inception, there is no financial statement impact at this time. | |||||||||||||||||
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. | |||||||||||||||||
In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. ASU 2015-03 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Estimated Useful Lives used to Depreciate Real Property Assets | Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: | ||||||||||||||||
Description | Standard Depreciable Life | ||||||||||||||||
Land | Not Depreciated | ||||||||||||||||
Buildings | 30-35 years | ||||||||||||||||
Site Improvements | 10 years | ||||||||||||||||
Summary of Fixed Rate Notes Payable | The table below summarizes our fixed rate notes payable at March 31, 2015 and 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. | ||||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||||
Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||
Fixed Rate Secured Debt | $ | 13,440,000 | $ | 13,432,438 | $ | 13,500,000 | $ | 13,494,871 |
Real_Estate_Facilities_Tables
Real Estate Facilities (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the three months ended March 31, 2015: | ||||||||||||||||||||||||||||
Real estate facilities | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 20,857,880 | |||||||||||||||||||||||||||
Facility acquisitions | 100,494,375 | ||||||||||||||||||||||||||||
Improvements and additions | 275,546 | ||||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | 121,627,801 | |||||||||||||||||||||||||||
Accumulated depreciation | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | (93,433 | ) | ||||||||||||||||||||||||||
Depreciation expense | (571,888 | ) | |||||||||||||||||||||||||||
Balance at March 31, 2015 | $ | (665,321 | ) | ||||||||||||||||||||||||||
Summary of Purchase Price Allocation for Acquisitions | The following table summarizes the purchase price allocation for our acquisitions during the three months ended March 31, 2015: | ||||||||||||||||||||||||||||
Property | Acquisition | Real Estate | Intangibles(1) | Total(2) | Debt Issued | 2015 | 2015 | ||||||||||||||||||||||
Date | Assets | Revenue | Property | ||||||||||||||||||||||||||
-3 | Operating | ||||||||||||||||||||||||||||
Income | |||||||||||||||||||||||||||||
-4 | |||||||||||||||||||||||||||||
La Verne - CA | 1/23/15 | $ | 3,746,875 | $ | 420,000 | $ | 4,166,875 | $ | 2,370,000 | $ | 110,817 | $ | 75,494 | ||||||||||||||||
Chico - CA | 1/23/15 | 1,516,875 | 310,000 | 1,826,875 | 1,230,000 | 63,795 | 40,243 | ||||||||||||||||||||||
Riverside - CA | 1/23/15 | 2,406,875 | 400,000 | 2,806,875 | 1,740,000 | 92,153 | 57,855 | ||||||||||||||||||||||
Fairfield - CA | 1/23/15 | 3,416,875 | 510,000 | 3,926,875 | 2,250,000 | 96,661 | 59,917 | ||||||||||||||||||||||
Littleton - CO | 1/23/15 | 4,016,875 | 330,000 | 4,346,875 | 2,310,000 | 100,175 | 57,588 | ||||||||||||||||||||||
Crestwood - IL | 1/23/15 | 2,046,875 | 440,000 | 2,486,875 | 1,650,000 | 102,602 | 53,809 | ||||||||||||||||||||||
Forestville - MD | 1/23/15 | 6,196,875 | 500,000 | 6,696,875 | 3,870,000 | 127,157 | 79,454 | ||||||||||||||||||||||
Upland - CA | 1/29/15 | 5,676,875 | 600,000 | 6,276,875 | 3,540,000 | 117,271 | 82,103 | ||||||||||||||||||||||
Lancaster - CA | 1/29/15 | 1,546,875 | 260,000 | 1,806,875 | 1,140,000 | 74,857 | 41,518 | ||||||||||||||||||||||
Santa Rosa - CA | 1/29/15 | 9,596,875 | 870,000 | 10,466,875 | 5,760,000 | 213,908 | 156,534 | ||||||||||||||||||||||
Vallejo - CA | 1/29/15 | 4,746,875 | 540,000 | 5,286,875 | 3,360,000 | 117,604 | 85,120 | ||||||||||||||||||||||
Federal Heights - CO | 1/29/15 | 4,296,875 | 450,000 | 4,746,875 | 2,550,000 | 88,582 | 54,431 | ||||||||||||||||||||||
Santa Ana - CA | 2/5/15 | 8,666,875 | 610,000 | 9,276,875 | 4,350,000 | 145,831 | 93,407 | ||||||||||||||||||||||
La Habra - CA | 2/5/15 | 4,176,875 | 430,000 | 4,606,875 | 2,340,000 | 93,643 | 71,630 | ||||||||||||||||||||||
Monterey Park - CA | 2/5/15 | 3,986,875 | 440,000 | 4,426,875 | 2,340,000 | 83,748 | 49,908 | ||||||||||||||||||||||
Huntington Beach - CA | 2/5/15 | 9,826,875 | 1,050,000 | 10,876,875 | 5,760,000 | 176,490 | 142,172 | ||||||||||||||||||||||
Lompoc - CA | 2/5/15 | 3,416,875 | 620,000 | 4,036,875 | 2,460,000 | 90,980 | 66,449 | ||||||||||||||||||||||
Aurora - CO | 2/5/15 | 6,656,875 | 680,000 | 7,336,875 | 4,140,000 | 141,794 | 107,548 | ||||||||||||||||||||||
Everett - WA | 2/5/15 | 4,866,875 | 330,000 | 5,196,875 | 2,190,000 | 72,171 | 34,675 | ||||||||||||||||||||||
Whittier - CA | 2/19/15 | 5,246,875 | 670,000 | 5,916,875 | 3,330,000 | 96,137 | 71,288 | ||||||||||||||||||||||
Bloomingdale - IL | 2/19/15 | 4,436,875 | 560,000 | 4,996,875 | 2,520,000 | 68,039 | 43,753 | ||||||||||||||||||||||
Total | $ | 100,494,375 | $ | 11,020,000 | $ | 111,514,375 | $ | 61,200,000 | $ | 2,274,415 | $ | 1,524,896 | |||||||||||||||||
(1) | Intangible assets are amortized over a weighted average period of approximately 28 months. | ||||||||||||||||||||||||||||
-2 | 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. | ||||||||||||||||||||||||||||
(3) | The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. | ||||||||||||||||||||||||||||
(4) | Property operating income excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses. | ||||||||||||||||||||||||||||
Subsequent Event | 26 Property Portfolio | |||||||||||||||||||||||||||||
Summary of Activity in Real Estate Facilities | |||||||||||||||||||||||||||||
Property | Address | Purchase | Year | Physical | |||||||||||||||||||||||||
Price | Built | Occupancy(1) | |||||||||||||||||||||||||||
Warren I - MI | 27203 Groesbeck Hwy, Warren MI 48089 | $ | 3,437,000 | 1996 | 80 | % | |||||||||||||||||||||||
Warren II - MI | 24623 Ryan Road, Warren MI 48091 | 3,637,000 | 1987 | 86 | % | ||||||||||||||||||||||||
Troy - MI | 262 E. Maple Road, Troy MI 48083 | 4,817,000 | 1988 | 90 | % | ||||||||||||||||||||||||
TOTAL | $ | 11,891,000 | |||||||||||||||||||||||||||
(1) | Represents the occupied square feet divided by total rentable square feet as of the acquisition date. |
Pro_Forma_Financial_Informatio1
Pro Forma Financial Information (Unaudited) (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Text Block [Abstract] | |||||||||
Summary of Consolidated Results of Operations on Pro Forma Basis | The table set forth below summarizes on an unaudited pro forma basis the combined results of operations of the Company for the three months ended March 31, 2015, and 2014 as if the Company’s acquisitions were completed as of January 1, 2014. 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. | ||||||||
For the three months ended | |||||||||
March 31, 2015 | March 31, 2014 | ||||||||
Pro forma revenue | $ | 4,173,301 | $ | 3,931,636 | |||||
Pro forma operating expenses | (5,031,475 | ) | (4,272,875 | ) | |||||
Pro forma net loss attributable to common shareholders | (3,496,785 | ) | (3,142,242 | ) | |||||
Pro forma net loss per common share, basic and diluted | $ | (1.59 | ) | $ | (1.43 | ) | |||
Weighted average number of common shares outstanding, basic and diluted | 2,199,941 | 2,199,941 |
Secured_Debt_Tables
Secured Debt (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Future Principal Payment Requirements on Outstanding Secured Debt | The following table presents the future principal payment requirements on outstanding secured debt as of March 31, 2015: | ||||
2015 | $ | 123,356 | |||
2016 | 174,449 | ||||
2017 | 186,921 | ||||
2018 | 61,398,075 | ||||
2019 | 209,893 | ||||
2020 and thereafter | 11,668,503 | ||||
Total payments | 73,761,197 | ||||
Unamortized fair value adjustment | 871,241 | ||||
Total | $ | 74,632,438 | |||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||
Summary of Related Party Costs | Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2014, and the three months ended March 31, 2015, and any related amounts payable as of December 31, 2014 and March 31, 2015 (there were no related party costs during the three months ended March 31, 2014): | ||||||||||||||||||||||||
Year Ended December 31, 2014 | Three Months Ended March 31, 2015 | ||||||||||||||||||||||||
Incurred | Paid | Payable | Incurred | Paid | Payable | ||||||||||||||||||||
Expensed | |||||||||||||||||||||||||
Operating expenses (including organizational costs) | $ | 862,827 | $ | 26,326 | $ | 836,501 | $ | 354,997 | $ | — | $ | 1,191,498 | |||||||||||||
Asset management fees | 22,254 | — | 22,254 | 146,261 | — | 168,515 | |||||||||||||||||||
Property management fees | 47,287 | — | 47,287 | 278,672 | — | 325,959 | |||||||||||||||||||
Acquisition expenses | 1,089,783 | 386,750 | 703,033 | 2,044,203 | — | 2,747,236 | |||||||||||||||||||
Capitalized | |||||||||||||||||||||||||
Deferred financing costs | 441,873 | — | 441,873 | 64,006 | — | 505,879 | |||||||||||||||||||
Other assets | 461,492 | — | 461,492 | 77,556 | — | 539,048 | |||||||||||||||||||
Additional Paid-in Capital | |||||||||||||||||||||||||
Selling commissions | 1,201,157 | 1,201,157 | — | 554,551 | 554,551 | — | |||||||||||||||||||
Dealer Manager fee | 514,781 | 508,902 | 5,879 | 237,665 | 224,586 | 18,958 | |||||||||||||||||||
Offering costs | 1,805,916 | — | 1,805,916 | 138,732 | 1,000,000 | 944,648 | |||||||||||||||||||
Total | $ | 6,447,370 | $ | 2,123,135 | $ | 4,324,235 | $ | 3,896,643 | $ | 1,779,137 | $ | 6,441,741 | |||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
Stock for Redemptions Based on Number of Years Stock Held | The amount that we may pay to redeem stock for redemptions is the redemption price set forth in the following table which is based upon the number of years the stock is held: | ||
Number Years Held | Redemption Price | ||
Less than 1 | No Redemption Allowed | ||
1 or more but less than 3 | 90.0% of Redemption Amount | ||
3 or more but less than 4 | 95.0% of Redemption Amount | ||
4 or more | 100.0% of Redemption Amount |
Selected_Quarterly_Data_Tables
Selected Quarterly Data (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Summary of Quarterly Financial Information | The following is a summary of quarterly financial information for the periods shown below: | ||||||||||||||||||||
Three months ended | |||||||||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | March 31, 2015 | |||||||||||||||||
Total revenues | $ | — | $ | — | $ | — | $ | 465,345 | $ | 3,006,780 | |||||||||||
Total operating expenses | $ | — | $ | 866,991 | $ | 498,335 | $ | 1,356,884 | $ | 5,925,633 | |||||||||||
Operating loss | $ | — | $ | (866,991 | ) | $ | (498,335 | ) | $ | (891,539 | ) | $ | (2,918,853 | ) | |||||||
Net loss | $ | — | $ | (866,991 | ) | $ | (498,335 | ) | $ | (996,259 | ) | $ | (3,580,205 | ) | |||||||
Net loss attributable to common shareholders | $ | — | $ | (789,137 | ) | $ | (482,603 | ) | $ | (1,124,645 | ) | $ | (4,979,729 | ) | |||||||
Net loss per share-basic and diluted | $ | — | $ | (7.90 | ) | $ | (0.77 | ) | $ | (0.84 | ) | $ | (2.26 | ) |
Organization_Additional_Inform
Organization - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | 23-May-14 | Jun. 30, 2015 | Aug. 02, 2013 | Dec. 31, 2014 | Aug. 14, 2014 | Aug. 31, 2014 | |
Property | Store | ||||||
Store | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Date of formation of company | 8-Jan-13 | ||||||
Number of common stock issued | 2,600,000 | ||||||
Issuance of common stock | $8,221,439 | ||||||
Common Stock, shares authorized | 700,000,000 | 700,000,000 | |||||
Common stock, par value | $0.00 | $0.00 | |||||
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Preferred Stock, par value | $0.00 | $0.00 | |||||
Shares issuable pursuant to distribution reinvestment plan | 95,000,000 | ||||||
Preferred equity investment | 55,177,799 | 5,028,115 | |||||
Percentage owned by president in Dealer Manager | 15.00% | ||||||
Percentage owned by affiliate | 2.50% | ||||||
Primary Offering | Maximum | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Issuance of common stock | 1,000,000,000 | ||||||
Primary Offering | Minimum | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Issuance of common stock | 1,500,000 | ||||||
26 Property Portfolio | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Number of self storage facilities to be acquired | 26 | 26 | |||||
26 Property Portfolio | Scenario Forecast | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Number of owned self storage facilities | 2 | ||||||
Number of self storage facilities anticipated to sold | 5 | ||||||
SSTI Preferred Investor | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Number of Preferred Units received in the Operating Partnership | 2,300,000 | ||||||
Preferred equity investment | 56,500,000 | ||||||
Dealer Manager | President | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Percentage owned by president in Dealer Manager | 15.00% | ||||||
Advisor | Investments in Majority-owned Subsidiaries | Affiliate | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Percentage owned by affiliate | 2.50% | ||||||
SmartStop Self Storage, Inc. | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Date of formation of company | 14-Aug-07 | ||||||
Number of owned self storage facilities | 127 | ||||||
Number of states in which wholly-owned self storage facilities are located | 17 | ||||||
SmartStop Self Storage, Inc. | Strategic Storage Trust Advisor II, LLC | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Economic Interests | 97.50% | ||||||
Percentage of voting membership interest | 100.00% | ||||||
SmartStop Self Storage, Inc. | Strategic Storage Trust Property Management II, LLC | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Percentage of voting membership interest | 100.00% | ||||||
Strategic Storage Advisor II, LLC | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Number of common stock issued | 100 | ||||||
Issuance of common stock | 1,000 | ||||||
Strategic Storage Operating Partnership II, L.P. | |||||||
Organization and Nature of Operations [Line Items] | |||||||
Date of formation of company | 9-Jan-13 | ||||||
Advisor purchased a limited partnership interest in Operating Partnership | 200,000 | ||||||
Initial capital contribution | $1,000 | ||||||
Percentage of limited partnership interests | 99.00% | ||||||
Percentage of limited partnership interests owned by noncontrolling owners | 1.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Acquisition deposits included in other assets | $5,000,000 | ||
Payments to acquire intangible assets | 11,000,000 | ||
Business acquisition, transaction costs | 2,300,000 | 0 | |
Impairment losses recognized | 0 | ||
Gross amounts of lease intangibles | 13,200,000 | 2,200,000 | |
Accumulated amortization of lease intangibles | 1,100,000 | 200,000 | |
Accumulated amortization of deferred financing cost | $100,000 | $4,000 | |
Maximum period for reimbursement of offering cost | 60 days | ||
Maximum offering cost rate | 3.50% | ||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | ||
Minimum | Personal Property | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum | Personal Property | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life | 5 years |
Estimated_Useful_Lives_used_to
Estimated Useful Lives used to Depreciate Real Property Assets (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Land | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | Not Depreciated |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 30 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 35 years |
Site Improvements | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 10 years |
Summary_of_Fixed_Rate_Notes_Pa
Summary of Fixed Rate Notes Payable (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Value | $74,632,438 | $13,494,871 |
Fixed Rate Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 13,440,000 | 13,500,000 |
Carrying Value | $13,432,438 | $13,494,871 |
Schedule_of_Activity_in_Real_E
Schedule of Activity in Real Estate Facilities (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Real estate facilities | |
Real estate facilities, beginning balance | $20,857,880 |
Facility acquisitions | 100,494,375 |
Improvements and additions | 275,546 |
Real estate facilities, ending balance | 121,627,801 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | -93,433 |
Depreciation expense | -571,888 |
Accumulated depreciation, ending balance | ($665,321) |
Real_Estate_Facilities_Additio
Real Estate Facilities - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Jun. 30, 2015 | Aug. 14, 2014 | Jan. 23, 2015 | Jan. 29, 2015 | Feb. 05, 2015 | Feb. 19, 2015 | |
Property | Store | Store | Store | Store | Store | ||
Store | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price | $11,891,000 | ||||||
Acquisition fees incurred to the advisor | 1,900,000 | ||||||
26 Property Portfolio | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities to be acquired | 26 | 26 | |||||
26 Property Portfolio | Scenario Forecast | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 2 | ||||||
Number of self storage facilities plan to sold | 5 | ||||||
26 Property Portfolio | California | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 14 | ||||||
26 Property Portfolio | Michigan | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 4 | ||||||
26 Property Portfolio | Colorado | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 3 | ||||||
26 Property Portfolio | Illinois | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 2 | ||||||
26 Property Portfolio | New Jersey | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 1 | ||||||
26 Property Portfolio | Washington | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 1 | ||||||
26 Property Portfolio | Maryland | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 1 | ||||||
26 Property Portfolio | First Phase | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 7 | ||||||
Business acquisition purchase price | 26,300,000 | ||||||
26 Property Portfolio | Second Phase | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 5 | ||||||
Business acquisition purchase price | 28,600,000 | ||||||
26 Property Portfolio | Third Phase | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 7 | ||||||
Business acquisition purchase price | 45,800,000 | ||||||
26 Property Portfolio | Fourth Phase | |||||||
Business Acquisition [Line Items] | |||||||
Number of self storage facilities | 2 | ||||||
Business acquisition purchase price | $10,900,000 |
Summary_of_Purchase_Price_Allo
Summary of Purchase Price Allocation for Acquisitions (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Business Acquisition [Line Items] | ||
Real Estate Assets | $100,494,375 | |
Intangibles | 11,020,000 | [1] |
Total | 111,514,375 | [2] |
Debt Issued | 61,200,000 | |
2015 Revenue | 2,274,415 | [3] |
2015 Property Operating Income | 1,524,896 | [4] |
La Verne | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 3,746,875 | |
Intangibles | 420,000 | [1] |
Total | 4,166,875 | [2] |
Debt Issued | 2,370,000 | |
2015 Revenue | 110,817 | [3] |
2015 Property Operating Income | 75,494 | [4] |
Chico | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 1,516,875 | |
Intangibles | 310,000 | [1] |
Total | 1,826,875 | [2] |
Debt Issued | 1,230,000 | |
2015 Revenue | 63,795 | [3] |
2015 Property Operating Income | 40,243 | [4] |
Riverside | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 2,406,875 | |
Intangibles | 400,000 | [1] |
Total | 2,806,875 | [2] |
Debt Issued | 1,740,000 | |
2015 Revenue | 92,153 | [3] |
2015 Property Operating Income | 57,855 | [4] |
Fairfield | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 3,416,875 | |
Intangibles | 510,000 | [1] |
Total | 3,926,875 | [2] |
Debt Issued | 2,250,000 | |
2015 Revenue | 96,661 | [3] |
2015 Property Operating Income | 59,917 | [4] |
Littleton | Colorado | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 4,016,875 | |
Intangibles | 330,000 | [1] |
Total | 4,346,875 | [2] |
Debt Issued | 2,310,000 | |
2015 Revenue | 100,175 | [3] |
2015 Property Operating Income | 57,588 | [4] |
Crestwood | Illinois | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 2,046,875 | |
Intangibles | 440,000 | [1] |
Total | 2,486,875 | [2] |
Debt Issued | 1,650,000 | |
2015 Revenue | 102,602 | [3] |
2015 Property Operating Income | 53,809 | [4] |
Forestville | Maryland | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 23-Jan-15 | |
Real Estate Assets | 6,196,875 | |
Intangibles | 500,000 | [1] |
Total | 6,696,875 | [2] |
Debt Issued | 3,870,000 | |
2015 Revenue | 127,157 | [3] |
2015 Property Operating Income | 79,454 | [4] |
Upland | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 29-Jan-15 | |
Real Estate Assets | 5,676,875 | |
Intangibles | 600,000 | [1] |
Total | 6,276,875 | [2] |
Debt Issued | 3,540,000 | |
2015 Revenue | 117,271 | [3] |
2015 Property Operating Income | 82,103 | [4] |
Lancaster | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 29-Jan-15 | |
Real Estate Assets | 1,546,875 | |
Intangibles | 260,000 | [1] |
Total | 1,806,875 | [2] |
Debt Issued | 1,140,000 | |
2015 Revenue | 74,857 | [3] |
2015 Property Operating Income | 41,518 | [4] |
Santa Rosa | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 29-Jan-15 | |
Real Estate Assets | 9,596,875 | |
Intangibles | 870,000 | [1] |
Total | 10,466,875 | [2] |
Debt Issued | 5,760,000 | |
2015 Revenue | 213,908 | [3] |
2015 Property Operating Income | 156,534 | [4] |
Vallejo | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 29-Jan-15 | |
Real Estate Assets | 4,746,875 | |
Intangibles | 540,000 | [1] |
Total | 5,286,875 | [2] |
Debt Issued | 3,360,000 | |
2015 Revenue | 117,604 | [3] |
2015 Property Operating Income | 85,120 | [4] |
Federal Heights | Colorado | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 29-Jan-15 | |
Real Estate Assets | 4,296,875 | |
Intangibles | 450,000 | [1] |
Total | 4,746,875 | [2] |
Debt Issued | 2,550,000 | |
2015 Revenue | 88,582 | [3] |
2015 Property Operating Income | 54,431 | [4] |
Santa Ana | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 8,666,875 | |
Intangibles | 610,000 | [1] |
Total | 9,276,875 | [2] |
Debt Issued | 4,350,000 | |
2015 Revenue | 145,831 | [3] |
2015 Property Operating Income | 93,407 | [4] |
La Habra | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 4,176,875 | |
Intangibles | 430,000 | [1] |
Total | 4,606,875 | [2] |
Debt Issued | 2,340,000 | |
2015 Revenue | 93,643 | [3] |
2015 Property Operating Income | 71,630 | [4] |
Monterey Park | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 3,986,875 | |
Intangibles | 440,000 | [1] |
Total | 4,426,875 | [2] |
Debt Issued | 2,340,000 | |
2015 Revenue | 83,748 | [3] |
2015 Property Operating Income | 49,908 | [4] |
Huntington Beach | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 9,826,875 | |
Intangibles | 1,050,000 | [1] |
Total | 10,876,875 | [2] |
Debt Issued | 5,760,000 | |
2015 Revenue | 176,490 | [3] |
2015 Property Operating Income | 142,172 | [4] |
Lompoc | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 3,416,875 | |
Intangibles | 620,000 | [1] |
Total | 4,036,875 | [2] |
Debt Issued | 2,460,000 | |
2015 Revenue | 90,980 | [3] |
2015 Property Operating Income | 66,449 | [4] |
Aurora | Colorado | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 6,656,875 | |
Intangibles | 680,000 | [1] |
Total | 7,336,875 | [2] |
Debt Issued | 4,140,000 | |
2015 Revenue | 141,794 | [3] |
2015 Property Operating Income | 107,548 | [4] |
Everett | Washington | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 5-Feb-15 | |
Real Estate Assets | 4,866,875 | |
Intangibles | 330,000 | [1] |
Total | 5,196,875 | [2] |
Debt Issued | 2,190,000 | |
2015 Revenue | 72,171 | [3] |
2015 Property Operating Income | 34,675 | [4] |
Whittier | California | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 19-Feb-15 | |
Real Estate Assets | 5,246,875 | |
Intangibles | 670,000 | [1] |
Total | 5,916,875 | [2] |
Debt Issued | 3,330,000 | |
2015 Revenue | 96,137 | [3] |
2015 Property Operating Income | 71,288 | [4] |
Bloomingdale | Illinois | ||
Business Acquisition [Line Items] | ||
Acquisition Date | 19-Feb-15 | |
Real Estate Assets | 4,436,875 | |
Intangibles | 560,000 | [1] |
Total | 4,996,875 | [2] |
Debt Issued | 2,520,000 | |
2015 Revenue | 68,039 | [3] |
2015 Property Operating Income | $43,753 | [4] |
[1] | Intangible assets are amortized over a weighted average period of approximately 28 months. | |
[2] | 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. | |
[3] | The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. | |
[4] | Property operating income excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses. |
Summary_of_Purchase_Price_Allo1
Summary of Purchase Price Allocation for Acquisitions (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Weighted average period of intangible assets amortization | 28 months |
Summary_of_Consolidated_Result
Summary of Consolidated Results of Operations on Pro Forma Basis (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma revenue | $4,173,301 | $3,931,636 |
Pro forma operating expenses | -5,031,475 | -4,272,875 |
Pro forma net loss attributable to common shareholders | ($3,496,785) | ($3,142,242) |
Pro forma net loss per common share, basic and diluted | ($1.59) | ($1.43) |
Weighted average number of common shares outstanding, basic and diluted | 2,199,941 | 2,199,941 |
Pro_Forma_Financial_Informatio2
Pro Forma Financial Information - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma acquisition related expenses | $2,300,000 | $0 |
Secured_Debt_Additional_Inform
Secured Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Feb. 19, 2015 | Feb. 05, 2015 | Jan. 29, 2015 | Jan. 23, 2015 | Jan. 20, 2015 | Mar. 31, 2015 | Nov. 30, 2014 | |
Loan | Extension | Property | |||||
Debt Instrument [Line Items] | |||||||
Mortgage loan, principal | 73,761,197 | ||||||
KeyBank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowings under credit facility | 71,300,000 | ||||||
Number of loans | 7 | ||||||
Line of credit facility, initial term | 3 years | ||||||
Line of credit facility, maturity date | 20-Jan-18 | ||||||
Line of credit facility, term of extension options | 1 year | ||||||
Line of credit facility, number of extension options | 2 | ||||||
Line of credit facility, description | 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. | ||||||
Line of credit facility amortization schedule | P30Y | ||||||
Line of credit facility interest-only period | 36 months | ||||||
Line of credit facility, interest rate description | 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. | ||||||
Tangible net worth | 100,000,000 | ||||||
Borrowed amount under credit facility | 5,900,000 | 23,600,000 | 16,400,000 | 15,400,000 | |||
Credit facility interest rate | 3.40% | ||||||
KeyBank Credit Facility | Recourse Debt | |||||||
Debt Instrument [Line Items] | |||||||
Tangible net worth | 25,000,000 | ||||||
KeyBank Credit Facility | Non-Recourse Debt | |||||||
Debt Instrument [Line Items] | |||||||
Tangible net worth | 75,000,000 | ||||||
KeyBank Credit Facility | 26 Property Portfolio | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties acquired | 21 | ||||||
KeyBank Credit Facility | Eurodollar Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, applicable interest rate | 3.25% | ||||||
KeyBank Credit Facility | ABR Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, applicable interest rate | 2.25% | ||||||
KeyBank | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowings under credit facility | 46,300,000 | ||||||
Texas Capital Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowings under credit facility | 25,000,000 | ||||||
Raleigh/Myrtle Beach Portfolio | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties acquired | 5 | ||||||
Raleigh/Myrtle Beach Portfolio | Mortgage Loan | |||||||
Debt Instrument [Line Items] | |||||||
Mortgage loan, principal | 12,600,000 | ||||||
Mortgage loan, maturity date | 1-Sep-23 | ||||||
Mortgage loan, interest rate | 5.73% | ||||||
Prepayment lockout period | 2 years | ||||||
Minimum net worth maintained | 6,000,000 | ||||||
Aggregate minimum liquidity amount | 2,000,000 |
Future_Principal_Payment_Requi
Future Principal Payment Requirements on Outstanding Secured Debt (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Long-term Debt, Fiscal Year Maturity | ||
2015 | $123,356 | |
2016 | 174,449 | |
2017 | 186,921 | |
2018 | 61,398,075 | |
2019 | 209,893 | |
2020 and thereafter | 11,668,503 | |
Total payments | 73,761,197 | |
Unamortized fair value adjustment | 871,241 | |
Total | 74,632,438 | 13,494,871 |
Total payments | $73,761,197 |
Preferred_Equity_Additional_In
Preferred Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Nov. 03, 2014 | |
Preferred Units [Line Items] | |||
Redeemable preferred equity | $172,967 | $73,514 | |
Issuance of preferred units, value | 0 | ||
Distribution description | The holders of the Preferred Units will receive current distributions (the bCurrent Distributionsb) 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 bDeferred Distributionsb) 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. | ||
Current Distributions | |||
Preferred Units [Line Items] | |||
Distribution rate | 6.50% | ||
Additional Distributions | March 31, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate description | 4.35% per annum of the Liquidation Amount | ||
Distribution rate | 4.35% | ||
Additional Distributions | April 1, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate description | 6.35% per annum of the Liquidation Amount | ||
Distribution rate | 6.35% | ||
Deferred Distributions | March 31, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate | 10.85% | ||
Deferred Distributions | April 1, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate | 12.85% | ||
Preferred Equity in our Operating Partnership [Member] | |||
Preferred Units [Line Items] | |||
Preferred investor received | 2,000,000 | ||
Preferred investor investment in operating partnership | 56,500,000 | ||
Issuance of preferred units, value | 49,944,862 | ||
LIBOR | Current Distributions | |||
Preferred Units [Line Items] | |||
Distribution rate description | LIBOR plus 6.5% | ||
LIBOR | Deferred Distributions | March 31, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate description | LIBOR plus 10.85% | ||
LIBOR | Deferred Distributions | April 1, 2017 | |||
Preferred Units [Line Items] | |||
Distribution rate description | LIBOR plus 12.85% | ||
Raleigh/Myrtle Beach Portfolio | |||
Preferred Units [Line Items] | |||
Preferred investor received | 1,020 | 260,000 | |
Preferred investor investment in operating partnership | 6,500,000 | ||
Equity method investment | 5,000,000 | ||
Expenses incurred for investment | 25,000 | 1,500,000 | |
Unit Purchase Agreement | |||
Preferred Units [Line Items] | |||
Liquidation preference | $25 | ||
Unit Purchase Agreement | Maximum | |||
Preferred Units [Line Items] | |||
Redeemable preferred equity | $65,000,000 | ||
Preferred investor received | 2,600,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Maximum period for reimbursement of offering cost | 60 days | |
Maximum offering cost rate | 3.50% | |
Percentage owned by president in Dealer Manager | 15.00% | |
Percentage owned by affiliate | 2.50% | |
Cost of construction or capital improvement work | $80,236 | $0 |
Related party costs | 0 | |
Tenant Insurance Program | ||
Related Party Transaction [Line Items] | ||
Percentage of tenant premium paid approximately, fees provided by program insurer | 50.00% | |
Revenue recorded in connection with reinsurance program | 60,000 | 0 |
Advisory Agreement | ||
Related Party Transaction [Line Items] | ||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15.00% | |
Rate of acquisition fees of purchase price of contract | 1.75% | |
Asset management fee | 0.05% | |
Monthly asset management fee one twelfth of less than one percentage of average invested assets | One-twelfth of 0.625% | |
Disposition fees percentage of sale price of property | 1.00% | |
Operating expenses reimbursement percentage of average investment in assets | 2.00% | |
Operating expenses reimbursement percentage of net income | 25.00% | |
Operating expenses exceed limitation | 12 months | |
Maximum days for disclosure fact | 60 days | |
Advisory Agreement | Maximum | ||
Related Party Transaction [Line Items] | ||
Commission percentage of sale price of property | 6.00% | |
Dealer Manager | ||
Related Party Transaction [Line Items] | ||
Sale commission fees percentage of proceed from Primary Offering | 7.00% | |
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |
Underwriting commission | 10.00% | |
Maximum percentage other non-accountable expenses | 3.00% | |
Auction Company | ||
Related Party Transaction [Line Items] | ||
Auction fee | 0 | 0 |
Auction Company | Officers | ||
Related Party Transaction [Line Items] | ||
Percentage owned by officers in Auction Company | 9.00% | |
Property Management Agreement | ||
Related Party Transaction [Line Items] | ||
Percentage of fee of property manager | 6.00% | |
One time fee for property manager | 3,750 | |
Construction management fee | 5.00% | |
Cost of construction or capital improvement work | 80,236 | |
Property administration fee | $0.50 |
Summary_of_Related_Party_Costs
Summary of Related Party Costs (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | $3,896,643 | $6,447,370 |
Related party costs, Paid | 1,779,137 | 2,123,135 |
Related party costs, Payable | 6,441,741 | 4,324,235 |
Operating expenses (including organizational costs) | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 354,997 | 862,827 |
Related party costs, Paid | 0 | 26,326 |
Related party costs, Payable | 1,191,498 | 836,501 |
Asset management fees | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 146,261 | 22,254 |
Related party costs, Paid | 0 | 0 |
Related party costs, Payable | 168,515 | 22,254 |
Property management fees | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 278,672 | 47,287 |
Related party costs, Paid | 0 | 0 |
Related party costs, Payable | 325,959 | 47,287 |
Acquisition expenses | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 2,044,203 | 1,089,783 |
Related party costs, Paid | 0 | 386,750 |
Related party costs, Payable | 2,747,236 | 703,033 |
Deferred financing costs | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 64,006 | 441,873 |
Related party costs, Paid | 0 | 0 |
Related party costs, Payable | 505,879 | 441,873 |
Other assets | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 77,556 | 461,492 |
Related party costs, Paid | 0 | 0 |
Related party costs, Payable | 539,048 | 461,492 |
Selling commissions | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 554,551 | 1,201,157 |
Related party costs, Paid | 554,551 | 1,201,157 |
Related party costs, Payable | 0 | 0 |
Dealer Manager fee | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 237,665 | 514,781 |
Related party costs, Paid | 224,586 | 508,902 |
Related party costs, Payable | 18,958 | 5,879 |
Offering costs | ||
Related Party Transaction [Line Items] | ||
Related party costs, Incurred | 138,732 | 1,805,916 |
Related party costs, Paid | 1,000,000 | 0 |
Related party costs, Payable | $944,648 | $1,805,916 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Line Items] | |
Shares issued pursuant to distribution reinvestment plan | $99,453 |
Distribution Reinvestment Plan | |
Commitments and Contingencies [Line Items] | |
Percentage of offering price under distribution reinvestment plan | 95.00% |
Sales commission or dealer manager fee payable | 0 |
Amendment, suspension or termination period for distribution reinvestment Plan | 10 days |
Shares issued pursuant to distribution reinvestment plan | 173,000 |
Sales commission or dealer manager fee paid on shares sold through distribution reinvestment plan | $0 |
Share Redemption Program | |
Commitments and Contingencies [Line Items] | |
Amendment, suspension or termination period of share | 30 days |
Maximum weighted-average number of shares outstanding percentage | 5.00% |
Share Redemption Program | Minimum | |
Commitments and Contingencies [Line Items] | |
Shareholders share holding period | 1 year |
Stock_for_Redemptions_Based_on
Stock for Redemptions Based on Number of Years Stock Held (Detail) | 3 Months Ended |
Mar. 31, 2015 | |
Less than 1 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 0.00% |
1 or more but less than 3 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 90.00% |
3 or more but less than 4 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 95.00% |
4 or more | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
Redemption price | 100.00% |
Declaration_of_Distributions_A
Declaration of Distributions - Additional Information (Detail) (USD $) | Mar. 24, 2015 |
Equity [Abstract] | |
Common stock per share outstanding per day declared | $0.00 |
Selected_Quarterly_Data_Summar
Selected Quarterly Data - Summary of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||
Total revenues | $3,006,780 | $465,345 | $0 | $0 | $0 |
Total operating expenses | 5,925,633 | 1,356,884 | 498,335 | 866,991 | 0 |
Operating loss | -2,918,853 | -891,539 | -498,335 | -866,991 | 0 |
Net loss | -3,580,205 | -996,259 | -498,335 | -866,991 | 0 |
Net loss attributable to common shareholders | ($4,979,729) | ($1,124,645) | ($482,603) | ($789,137) | $0 |
Net loss per share-basic and diluted | ($2.26) | ($0.84) | ($0.77) | ($7.90) | $0 |
Subsequent_Events_Summary_of_P
Subsequent Events - Summary of Property Portfolio (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Real Estate Properties [Line Items] | ||
Purchase Price | $11,891,000 | |
Warren | Michigan | Property One | ||
Real Estate Properties [Line Items] | ||
Purchase Price | 3,437,000 | |
Year Built | 1996 | |
Physical Occupancy | 80.00% | [1] |
Warren | Michigan | Property Two | ||
Real Estate Properties [Line Items] | ||
Purchase Price | 3,637,000 | |
Year Built | 1987 | |
Physical Occupancy | 86.00% | [1] |
Troy | Michigan | ||
Real Estate Properties [Line Items] | ||
Purchase Price | $4,817,000 | |
Year Built | 1988 | |
Physical Occupancy | 90.00% | [1] |
[1] | Represents the occupied square feet divided by total rentable square feet as of March 31, 2015. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Feb. 19, 2015 | Feb. 05, 2015 | Jan. 29, 2015 | Jan. 23, 2015 | Jun. 30, 2015 | 8-May-15 | |
Store | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisition purchase price | $11,891,000 | ||||||
Common stock issued in connection with Offering | 2,600,000 | ||||||
Gross proceeds from issuance of common stock | 8,221,439 | ||||||
KeyBank Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Borrowed amount under credit facility | 5,900,000 | 23,600,000 | 16,400,000 | 15,400,000 | |||
26 Property Portfolio | Scenario Forecast | |||||||
Subsequent Event [Line Items] | |||||||
Number of self storage facilities | 2 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued in connection with Offering | 3,000,000 | ||||||
Gross proceeds from issuance of common stock | 29,500,000 | ||||||
Subsequent Event | Fifth Phase [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business combination acquisition fee paid | 200,000 | ||||||
Subsequent Event | 26 Property Portfolio | Fifth Phase [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of self storage facilities | 3 | ||||||
Business acquisition purchase price | 11,900,000 | ||||||
Proceeds from issuance of preferred stock | 3,000,000 | ||||||
Number of Preferred Units received in the Operating Partnership | 120,000 | ||||||
Subsequent Event | 26 Property Portfolio | KeyBank Credit Facility | Fifth Phase [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Borrowed amount under credit facility | $6,500,000 |