Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ck0001585389 | |
Entity Registrant Name | STRATEGIC STORAGE TRUST II, INC. | |
Entity Central Index Key | 1,585,389 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,583,207 | |
Class T Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,214,704 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Real estate facilities: | ||
Land | $ 270,258,082 | $ 249,051,278 |
Buildings | 506,122,092 | 439,426,157 |
Site improvements | 42,321,305 | 38,978,298 |
Real estate investment property, gross | 818,701,479 | 727,455,733 |
Accumulated depreciation | (19,601,857) | (14,855,188) |
Real estate investment property | 799,099,622 | 712,600,545 |
Construction in process | 334,757 | 1,740,139 |
Real estate facilities, net | 799,434,379 | 714,340,684 |
Cash and cash equivalents | 11,581,497 | 14,993,869 |
Restricted cash | 3,710,903 | 3,040,936 |
Other assets | 5,438,305 | 5,533,182 |
Debt issuance costs, net of accumulated amortization | 1,768,155 | 1,550,410 |
Intangible assets, net of accumulated amortization | 13,726,302 | 13,094,530 |
Total assets | 835,659,541 | 752,553,611 |
LIABILITIES AND EQUITY | ||
Debt, net | 389,977,293 | 320,820,740 |
Accounts payable and accrued liabilities | 8,047,606 | 4,601,422 |
Due to affiliates | 3,180,465 | 3,178,235 |
Distributions payable | 2,800,701 | 2,608,609 |
Total liabilities | 404,006,065 | 331,209,006 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock | 14,194,453 | 10,711,682 |
Equity: | ||
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Additional paid-in capital | 496,174,563 | 480,692,731 |
Distributions | (35,689,365) | (27,665,337) |
Accumulated deficit | (48,968,825) | (43,777,711) |
Accumulated other comprehensive income | 1,140,152 | 1,377,950 |
Total Strategic Storage Trust II, Inc. equity | 412,712,229 | 410,681,393 |
Noncontrolling interests in our Operating Partnership | 4,746,794 | (48,470) |
Total equity | 417,459,023 | 410,632,923 |
Total liabilities and equity | 835,659,541 | 752,553,611 |
Class A Common stock | ||
Equity: | ||
Common stock, value | 48,506 | 47,174 |
Class T Common stock | ||
Equity: | ||
Common stock, value | $ 7,198 | $ 6,586 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 350,000,000 | 350,000,000 |
Common Stock, shares issued | 48,506,002 | 47,174,543 |
Common Stock, shares outstanding | 48,506,002 | 47,174,543 |
Class T Common stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 350,000,000 | 350,000,000 |
Common Stock, shares issued | 7,198,180 | 6,585,799 |
Common Stock, shares outstanding | 7,198,180 | 6,585,799 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Self storage rental revenue | $ 17,612,186 | $ 6,196,842 |
Ancillary operating revenue | 95,360 | 37,747 |
Total revenues | 17,707,546 | 6,234,589 |
Operating expenses: | ||
Property operating expenses | 5,937,345 | 2,496,864 |
Property operating expenses - affiliates | 2,358,997 | 701,309 |
General and administrative | 995,913 | 694,768 |
Depreciation | 4,774,432 | 1,457,284 |
Intangible amortization expense | 3,714,656 | 1,854,765 |
Acquisition expenses-affiliates | 212,577 | 1,623,205 |
Other property acquisition expenses | 265,763 | 1,220,731 |
Total operating expenses | 18,259,683 | 10,048,926 |
Operating loss | (552,137) | (3,814,337) |
Other income (expense): | ||
Interest expense | (3,564,304) | (482,207) |
Interest expense-accretion of fair market value of secured debt | 8,634 | 35,726 |
Interest expense-debt issuance costs | (1,029,326) | (218,108) |
Other | (84,347) | (29,728) |
Net loss | (5,221,480) | (4,508,654) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 30,366 | 3,450 |
Net loss attributable to Strategic Storage Trust II, Inc. common stockholders | $ (5,191,114) | $ (4,505,204) |
Class A Common stock | ||
Other income (expense): | ||
Net loss per share-basic and diluted | $ (0.09) | $ (0.17) |
Weighted average shares outstanding-basic and diluted | 48,261,978 | 25,081,631 |
Class T Common stock | ||
Other income (expense): | ||
Net loss per share-basic and diluted | $ (0.09) | $ (0.17) |
Weighted average shares outstanding-basic and diluted | 7,139,168 | 1,037,718 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (5,221,480) | $ (4,508,654) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (620,291) | 1,696,285 |
Foreign currency forward contract gain (loss) | 411,763 | (986,350) |
Interest rate swap contracts loss | (29,270) | 0 |
Other comprehensive income (loss) | (237,798) | 709,935 |
Comprehensive loss | (5,459,278) | (3,798,719) |
Comprehensive loss attributable to noncontrolling interests: | ||
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership | 31,749 | 2,907 |
Comprehensive loss attributable to Strategic Storage Trust II, Inc. common stockholders | $ (5,427,529) | $ (3,795,812) |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Total | Redeemable Common Stock [Member] | Common StockClass A Common stock | Common StockClass T Common stock | Additional Paid-in Capital [Member] | Distributions [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total Strategic Storage Trust II, Inc. Equity [Member] | Noncontrolling Interests in our Operating Partnership [Member] |
Beginning Balance at Dec. 31, 2016 | $ 410,632,923 | $ 10,711,682 | $ 47,174 | $ 6,586 | $ 480,692,731 | $ (27,665,337) | $ (43,777,711) | $ 1,377,950 | $ 410,681,393 | $ (48,470) |
Beginning Balance (in shares) at Dec. 31, 2016 | 47,174,543 | 6,585,799 | ||||||||
Gross proceeds from issuance of common stock | 17,187,370 | 0 | $ 1,022 | $ 564 | 17,185,784 | 0 | 0 | 0 | 17,187,370 | 0 |
Gross proceeds from issuance of common stock (in shares) | 1,022,426 | 564,589 | ||||||||
Offering costs | (1,711,169) | 0 | $ 0 | $ 0 | (1,711,169) | 0 | 0 | 0 | (1,711,169) | 0 |
Issuance of limited partnership units in our Operating Partnership | 4,875,454 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 4,875,454 |
Issuance of limited partnership units in our Operating Partnership (in shares) | 0 | 0 | ||||||||
Changes to redeemable common stock | (3,866,834) | 3,866,834 | $ 0 | $ 0 | (3,866,834) | 0 | 0 | 0 | (3,866,834) | 0 |
Redemptions of common stock | (26) | (384,063) | $ (25) | $ (1) | 0 | 0 | 0 | 0 | (26) | 0 |
Redemptions of common stock (in shares) | (25,337) | (1,056) | ||||||||
Distributions ($0.15 per share) | (8,024,028) | 0 | $ 0 | $ 0 | 0 | (8,024,028) | 0 | 0 | (8,024,028) | 0 |
Distributions for noncontrolling interests | (49,824) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (49,824) |
Issuance of shares for distribution reinvestment plan | 3,867,218 | 0 | $ 335 | $ 49 | 3,866,834 | 0 | 0 | 0 | 3,867,218 | 0 |
Issuance of shares for distribution reinvestment plan (in shares) | 334,370 | 48,848 | ||||||||
Stock compensation expense | 7,217 | 0 | $ 0 | $ 0 | 7,217 | 0 | 0 | 0 | 7,217 | 0 |
Net loss attributable to Strategic Storage Trust II, Inc. | (5,191,114) | 0 | 0 | 0 | 0 | 0 | (5,191,114) | 0 | (5,191,114) | 0 |
Net loss attributable to the noncontrolling interests in our Operating Partnership | (30,366) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (30,366) |
Foreign currency translation adjustment | (620,291) | 0 | 0 | 0 | 0 | 0 | 0 | (620,291) | (620,291) | 0 |
Foreign currency forward contract gain | 411,763 | 0 | 0 | 0 | 0 | 0 | 0 | 411,763 | 411,763 | 0 |
Interest rate swap contract loss | (29,270) | 0 | 0 | 0 | 0 | 0 | 0 | (29,270) | (29,270) | 0 |
Ending Balance at Mar. 31, 2017 | $ 417,459,023 | $ 14,194,453 | $ 48,506 | $ 7,198 | $ 496,174,563 | $ (35,689,365) | $ (48,968,825) | $ 1,140,152 | $ 412,712,229 | $ 4,746,794 |
Ending Balance (in shares) at Mar. 31, 2017 | 48,506,002 | 7,198,180 |
Consolidated Statement of Equi7
Consolidated Statement of Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Distributions, per share | $ 0.15 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,221,480) | $ (4,508,654) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 8,489,088 | 3,312,049 |
Accretion of fair market value adjustment of secured debt | (8,634) | (35,726) |
Amortization of debt issuance costs | 453,325 | 218,108 |
Expense related to issuance of restricted stock | 7,217 | 7,077 |
Increase (decrease) in cash from changes in assets and liabilities: | ||
Other assets | (1,703,041) | (1,300,408) |
Restricted cash | (347,455) | (47,241) |
Accounts payable and accrued liabilities | 723,834 | 321,280 |
Due to affiliates | 29,225 | 178,813 |
Net cash provided by (used in) operating activities | 2,422,079 | (1,854,702) |
Cash flows from investing activities: | ||
Purchase of real estate | (49,432,644) | (69,280,821) |
Additions to real estate facilities | (759,052) | (1,051,833) |
Deposits on acquisition of real estate facilities | 0 | (3,800,000) |
Settlement of foreign currency hedges | 1,443,735 | 0 |
Restricted cash | (328,989) | (19,670) |
Net cash used in investing activities | (49,076,950) | (74,152,324) |
Cash flows from financing activities: | ||
Gross proceeds from issuance of debt | 98,135,101 | 24,598,907 |
Pay down of debt | (66,684,586) | (15,000,400) |
Scheduled principal payments on debt | (311,327) | (43,639) |
Debt issuance costs | (504,394) | (869,131) |
Gross proceeds from issuance of common stock | 18,755,216 | 115,408,434 |
Offering costs | (1,761,601) | (10,810,880) |
Redemption of common stock | (245,509) | (9,820) |
Distributions paid to common stockholders | (3,989,726) | (1,667,776) |
Distributions paid to noncontrolling interests in our Operating Partnership | (25,199) | (2,986) |
Net cash provided by financing activities | 43,367,975 | 111,602,709 |
Impact of foreign exchange rate changes on cash | (125,476) | (126,888) |
Change in cash and cash equivalents | (3,412,372) | 35,468,795 |
Cash and cash equivalents, beginning of period | 14,993,869 | 28,104,470 |
Cash and cash equivalents, end of period | 11,581,497 | 63,573,265 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 3,398,926 | 456,241 |
Interest capitalized | 0 | 8,335 |
Supplemental disclosure of noncash activities: | ||
Additions to real estate facilities and construction in process included in accounts payable and accrued liabilities | 0 | 226,396 |
Deposits applied to purchase of real estate facilities | 250,000 | 2,019,933 |
Proceeds from issuance of common stock in other assets | 0 | 2,498,604 |
Debt and construction liabilities assumed during purchase of real estate facilities | 39,967,786 | 12,279,762 |
Redemption of common stock included in accounts payable and accrued liabilities | 384,063 | 527,368 |
Transfer of construction in process to real estate facilities | 1,693,458 | 0 |
Offering costs included in due to affiliates | 299,299 | 283,485 |
Offering costs included in accounts payable and accrued liabilities | 15,000 | 65,845 |
Foreign currency contract and interest rate swap contract gain (loss) included in accounts payable and accrued liabilities | 1,013,433 | 986,350 |
Issuance of shares pursuant to distribution reinvestment plan | 3,866,834 | 1,651,475 |
Distributions payable | 2,800,701 | 1,536,052 |
Issuance of units in our Operating Partnership for purchase of real estate facilities | $ 4,875,454 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
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 Strategic Storage Holdings, LLC, a Delaware limited liability company (“SSH”), was the sponsor of our Offering (as defined below) through August 31, 2014. Effective August 31, 2014, SmartStop Self Storage, Inc. (“SmartStop”), 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 SSH and its affiliates, pursuant to which, effective August 31, 2014, SmartStop acquired the self storage advisory, asset management, property management and investment management businesses of SSH. SmartStop also acquired SSH’s sole membership interest in SmartStop Asset Management, LLC (formerly Strategic Storage Realty Group, LLC), which owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor II, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management II, LLC (our “Property Manager”). On October 1, 2015, SmartStop and Extra Space Storage Inc. (“Extra Space”), along with subsidiaries of each of SmartStop and Extra Space, closed on a merger transaction (the “Extra Space Merger”) in which SmartStop was acquired by Extra Space for $13.75 per share in cash, representing an enterprise value of approximately $1.4 billion. At the closing of the Extra Space Merger, SmartStop Asset Management, LLC, the owner of our Property Manager and majority owner and sole voting member of our Advisor, was sold to an entity controlled by H. Michael Schwartz, our Chairman of the Board of Directors and Chief Executive Officer, and became our sponsor (our “Sponsor”). The former executive management team of SmartStop continues to serve as the executive management team for our Sponsor. In addition, our management team remains the same, as well as the management team of our Advisor and Property Manager. We have no employees. Our Advisor, a Delaware limited liability company, was formed on January 8, 2013. Our Advisor is responsible for managing our affairs on a day-to-day 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, as amended, authorized 350,000,000 shares of Class A common stock, $0.001 par value per share (the “Class A Shares”) and 350,000,000 shares of Class T common stock, $0.001 par value per share (the “Class T Shares”) and 200,000,000 shares of preferred stock with a par value of $0.001. We offered a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “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. On September 28, 2015, we revised our Primary Offering to offer two classes of shares of common stock: Class A Shares and Class T Shares. On January 9, 2017, our Primary Offering terminated. We sold approximately 48 million Class A Shares and approximately 7 million Class T Shares for approximately $493 million and $73 million respectively, in our Offering. On November 30, 2016, we filed with the SEC a Registration Statement on Form S-3, On April 13, 2017, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share of our common stock of $10.22 for our Class A Shares and Class T Shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on a fully diluted basis, calculated as of December 31, 2016. See our Current Report on Form 8-K As a result of the calculation of our estimated value per share, effective in May 2017, shares sold pursuant to our distribution reinvestment plan are sold at the estimated value per share of $10.22 for both Class A Shares and Class T Shares. 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. In conjunction with the Toronto Merger (as defined in Note 7) we issued an aggregate of approximately 483,197 Class A Units of our Operating Partnership to the common stockholders of SS Toronto, consisting of Strategic 1031, LLC (“Strategic 1031”), a subsidiary of our Sponsor, and SS Toronto REIT Advisors, Inc., an affiliate of our Sponsor. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we have acquired and the self storage properties we will acquire in the future. As of March 31, 2017, we owned approximately 99.1% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.9% of the common units are owned by our Advisor, Strategic 1031, and SS Toronto REIT Advisors, Inc. As the sole general partner of our Operating Partnership, we have the exclusive power to manage and conduct the business of our Operating Partnership. We conduct certain activities through our taxable REIT subsidiary, 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 sub-property sub-property ® re-branded ® Our dealer manager was Select Capital Corporation, a California corporation (our “Dealer Manager”). Our Dealer Manager was responsible for marketing our shares offered pursuant to our Primary Offering. Our Chief Executive Officer owned, through a wholly-owned limited liability company, a 15% non-voting non-voting non-voting non-voting As we accepted subscriptions for shares of our common stock, we transferred 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 were deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership was deemed to have simultaneously paid the sales commissions and other costs associated with the 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 Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of March 31, 2017 and December 31, 2016, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs. Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at 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. Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through 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 certain of our loan agreements. Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP 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. 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 in-place, in-place 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 consolidated financial statements. We will recognize any measurement period adjustments during the period in which we determine the amount of the adjustment to our consolidated financial statements, potentially including adjustments to interest, depreciation and amortization expense. Evaluation of Possible Impairment of Long-Lived Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three months ended March 31, 2017 and 2016, no impairment losses were recognized. Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. Real Estate Facilities Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Life Land Not Depreciated Buildings 30-35 Site Improvements 7-10 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 in-place in-place in-place in-place in-place The total estimated future amortization expense of intangible assets for the years ending December 31, 2017, 2018, 2019, 2020, and 2021 is approximately $9.8 million, $2.4 million, $98,000, $98,000, and $98,000, respectively. Debt Issuance Costs The net carrying value of costs incurred in connection with our revolving credit facility are presented as debt issuance costs on our consolidated balance sheets. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of March 31, 2017 and December 31, 2016, accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $0.9 million and $0.7 million, respectively. The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the balance sheet as a deduction from debt (see Note 5). Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of March 31, 2017 and December 31, 2016, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.5 million and $0.2 million, respectively. Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are 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, dealer manager fees and stockholder servicing 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. Subsequent to the termination of our Primary Offering on January 9, 2017, we determined that organization and offering costs did not exceed 3.5% of the gross proceeds from the Primary Offering. Offering costs are recorded as an offset to additional paid-in We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed re-allow non-accountable Foreign Currency Translation For non-U.S. 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 sheets 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 of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares will be contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values. For the three months ended March 31, 2017, we received redemption requests totaling approximately $0.4 million (approximately 42,000 shares), which were included in accounts payable and accrued liabilities as of March 31, 2017, and fulfilled in April 2017. Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring • 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 Financial and non-financial non-recurring The carrying amounts of cash and cash equivalents, restricted cash, 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, 2017 and December 31, 2016. 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, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 162,600,000 $ 166,302,688 $ 158,700,000 $ 166,410,537 As of March 31, 2017, we had interest rate swaps on four of our loans (See Notes 5 and 6). The valuations of these instruments were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. The analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the interest rate swaps were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments. The variable cash payments were based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. 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 Although we had determined that the majority of the inputs used to value our derivatives were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, through March 31, 2017, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and had determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we had determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. Derivative Instruments and Hedging Activities We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income. The ineffective portion of the change in fair value of the derivatives are recognized directly in earnings. Amounts are reclassified out of other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated. As of March 31, 2017, all of our derivative instruments met the criteria for hedge accounting. Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2014. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10): 2016-01 2016-01 2016-01 2016-01 2016-01 is In February 2016, the FASB issued ASU 2016-02, 2016-02 ASU 2016-02, right-of-use ASU 2016-02, ASU 2016-02 ASU 2016-02 In August 2016, the FASB issued ASU 2016-15, ASU 2016-15 In November 2016, the FASB issued ASU No. 2016-18, 2016-18 beginning-of-period end-of-period 2016-18 2016-18 In January 2017, the FASB issued ASU 2017-01, 2017-01 in-substance 2017-01. |
Real Estate Facilities
Real Estate Facilities | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017: Real estate facilities Balance at December 31, 2016 $ 727,455,733 Facility acquisitions 90,112,135 Impact of foreign exchange rate changes (1,030,305 ) Improvements and additions 2,163,916 Balance at March 31, 2017 $ 818,701,479 Accumulated depreciation Balance at December 31, 2016 $ (14,855,188 ) Depreciation expense and impact of foreign exchange rate changes (4,746,669 ) Balance at March 31, 2017 $ (19,601,857 ) The following table summarizes the purchase price allocation for our acquisitions during the three months ended March 31, 2017: Property Acquisition Date Real Estate Assets Intangibles Total Debt Issued or Assumed 2017 Revenue (1) 2017 Property Operating Income (Loss) (2) Aurora II - CO 1/11/17 $ 9,780,754 $ 319,246 $ 10,100,000 $ — $ 173,478 $ 92,276 Dufferin - ONT (3) 2/01/17 22,545,843 1,538,440 24,084,283 11,111,469 314,335 190,606 Mavis - ONT (3) 2/01/17 19,150,741 1,368,637 20,519,378 9,366,048 254,027 146,937 Brewster - ONT (3) 2/01/17 13,663,740 911,564 14,575,304 6,121,600 192,174 87,226 Granite - ONT (3) 2/01/17 11,827,875 275,863 12,103,738 6,821,686 108,943 6,901 Centennial - ONT (3)(4) 2/01/17 13,143,182 — 13,143,182 4,939,433 14,970 (56,072 ) Total $ 90,112,135 $ 4,413,750 $ 94,525,885 $ 38,360,236 $ 1,057,927 $ 467,874 (1) The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. (2) Property operating income (loss) excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses. (3) Allocation based on CAD/USD exchange rates as of date of acquisition. See Note 7 for further discussion regarding the Toronto Merger. (4) The Centennial property opened in November 2016 with occupancy at 0%. The property’s occupancy at acquisition was approximately 11% and increased to approximately 20% as of March 31, 2017. 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 within one year of their acquisition date, as further evaluations are completed and additional information is received from third parties. We incurred acquisition fees to our Advisor related to the Aurora II acquisition of approximately $0.2 million for the three months ended March 31, 2017. |
Pro Forma Financial Information
Pro Forma Financial Information (Unaudited) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017, and 2016 as if our acquisitions were completed as of January 1, 2016. This pro forma information does not purport to represent what our actual results of operations 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, 2017 March 31, 2016 Pro forma revenue $ 18,172,060 $ 16,875,227 Pro forma operating expenses (18,343,755 ) (19,480,485 ) Pro forma net loss attributable to common stockholders (4,753,850 ) (7,324,283 ) The pro forma financial information for the three months ended March 31, 2017 and 2016 were adjusted to exclude approximately $0.5 million and $2.8 million, respectively, for acquisition related expenses. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt The Company’s debt is summarized as follows: Encumbered Property March 31, 2017 December 31, 2016 Interest Rate Maturity Date Raleigh/Myrtle Beach promissory note (1) $ 12,215,266 $ 12,263,391 5.73 % 9/1/2023 Amended KeyBank Credit Facility (2) 98,300,000 12,300,000 3.03 % 12/22/2018 Milton fixed rate (3) 4,983,574 4,956,483 5.81 % 10/15/2018 Burlington I fixed rate (3) 4,891,092 4,870,817 5.98 % 10/15/2018 Burlington I variable rate (3) 2,262,483 2,242,880 4.93 % 10/15/2018 Oakville I variable rate (3) 7,552,374 7,486,937 4.45 % 12/31/2017 Burlington II and Oakville II variable rate (3) 12,276,273 12,232,378 3.40 % 2/28/2021 Oakland and Concord loan (4) 20,000,000 20,000,000 3.95 % 4/10/2023 Amended KeyBank Property Loan (5) 47,068,964 92,753,550 3.03 % 5/1/2017 KeyBank CMBS Loan (6) 95,000,000 95,000,000 3.89 % 8/1/2026 Midland North Carolina CMBS Loan (7) 47,249,999 47,249,999 5.31 % 8/1/2024 Dufferin loan (8) 10,826,886 — 3.21 % 5/31/2019 Mavis loan (8) 9,126,183 — 3.21 % 5/31/2019 Brewster loan (8) 5,964,840 — 3.21 % 5/31/2019 Granite loan (9) 6,687,962 — 5.45 % 6/15/2018 Centennial loan (9) 5,955,457 — 5.70 % 6/15/2018 Premium on secured debt, net 1,962,760 2,069,847 Debt issuance costs, net (2,346,820 ) (2,605,542 ) Total secured debt 389,977,293 310,820,740 Amended KeyBank Subordinate Loan (10) — 10,000,000 6.25 % 3/31/2017 Total debt $ 389,977,293 $ 320,820,740 (1) Fixed rate debt with principal and interest payments due monthly. This promissory note is encumbered by five properties, Morrisville, Cary, Raleigh, Myrtle Beach I, and Myrtle Beach II. (2) As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). (3) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. Variable rate loans are based on Canadian Prime, or the Canadian Dealer Offered Rate (“CDOR”). (4) This loan was assumed during the acquisition of the Oakland and Concord properties, along with an interest rate swap with USAmeriBank that fixes the interest rate at 3.95%. (5) As of March 31, 2017, this loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray). (6) This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. (7) This loan encumbers 11 self storage properties (Asheville I, Arden, Asheville II, Hendersonville I, Asheville III, Asheville IV, Asheville V, Asheville VI, Asheville VII, Asheville VIII, and Hendersonville II) with monthly interest only payments until September 2019, at which time both interest and principal payments will be due monthly. (8) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. These loans were assumed during the Toronto Merger, along with an interest rate swap with the Bank of Montreal that fixes the interest rate at 3.21%. (9) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. The Granite and Centennial loans were assumed during the Toronto Merger with variable interest rates of 5.45% and 5.70%, respectively, as of March 31, 2017. (10) The Amended KeyBank Subordinate Loan was repaid in full on March 8, 2017. As of March 31, 2017, we provided recourse guarantees totaling approximately $52.9 million in connection with certain of our loans. We are subject to certain restrictive covenants relating to the outstanding debt. Amended KeyBank Credit Facility On December 22, 2015, we, through our Operating Partnership, and certain affiliated entities (the “Borrower”), entered into an amended and restated revolving credit facility (the “Amended KeyBank Credit Facility”) with KeyBank National Association (“KeyBank”), as administrative agent and KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and Texas Capital Bank, N.A., and Comerica Bank as co-lenders. Under the terms of the Amended KeyBank Credit Facility, we initially had a maximum borrowing capacity of $105 million. It is anticipated that the Amended KeyBank Credit Facility will be used to fund our future self storage property acquisitions. The Amended KeyBank Credit Facility may be increased to a maximum credit facility size of $500 million, in minimum increments of $10 million, which KeyBank will arrange on a best efforts basis. On February 18, 2016, we entered into a first amendment and joinder to the amended and restated credit agreement (the “First Amendment”) with KeyBank. Under the terms of the First Amendment, we added an additional $40 million to our maximum borrowing capacity for a total of $145 million with the admission of US Bank National Association (the “Subsequent Lender”). It is anticipated that the additional borrowing capacity will be used to fund our future self storage property acquisitions. The Subsequent Lender also became a party to the Amended KeyBank Credit Facility through a joinder agreement in the First Amendment. On March 8, 2017, we removed five of the properties held as collateral (Plantation, Wellington, Naples, Port St. Lucie II, and Doral) under the Amended KeyBank Property Loan (as defined below) and added them to the Amended KeyBank Credit Facility. In conjunction with adding these five properties to the Amended KeyBank Credit Facility, we borrowed $56 million which was used to pay down approximately $46 million of principal on the Amended KeyBank Property Loan and the remaining outstanding principal balance on the Amended KeyBank Subordinate Loan of $10 million. As of March 31, 2017, we had approximately $98.3 million in borrowings outstanding under the Amended KeyBank Credit Facility. The Amended KeyBank Credit Facility is a revolving loan with an initial term of three years, maturing on December 22, 2018, with two one-year 30-year The Amended KeyBank Credit Facility is fully recourse and is secured by cross-collateralized first mortgage liens on the mortgaged properties. The Amended KeyBank Credit Facility may be prepaid or terminated at any time without penalty, provided, however, that the Lenders (as defined in the Amended Credit Agreement) shall be indemnified for any breakage costs. Pursuant to that certain guaranty (the “KeyBank Guaranty”), dated December 22, 2015, in favor of the Lenders, we serve as a guarantor of all obligations due under the Amended KeyBank Credit Facility. Under certain conditions, the Borrower may cause the release of one or more of the properties serving as collateral for the Amended KeyBank Credit Facility, provided that no default or event of default is then outstanding or would reasonably occur as a result of such release, and after taking into account any prepayment of outstanding Loans (as defined in the Amended Credit Agreement) necessary to maintain compliance with the financial covenants. The Amended KeyBank Credit Facility contains a number of other customary terms and covenants, including the following (capitalized terms are as defined in the Amended Credit Agreement): the aggregate borrowing base availability under the Amended KeyBank Facility is limited to the lesser of: (1) 60% of the Pool Value of the properties in the collateral pool, or (2) an amount that would provide a minimum Debt Service Coverage Ratio of no less than 1.35 to 1.0; and we must meet the following financial tests, calculated as of the close of each fiscal quarter: (1) a Total Leverage Ratio of no more than 60%; (2) at any time, a Tangible Net Worth not less than the Base Amount plus 80% of Net Equity Proceeds received after the Effective Date; (3) an Interest Coverage Ratio of no less than 1.85 to 1.0; (4) a Fixed Charge Ratio of no less than 1.6 to 1.0; (5) a ratio of varying rate Indebtedness to total Indebtedness not in excess of 30%; (6) a Loan to Value Ratio of not greater than 60%; and (7) a Debt Service Coverage Ratio of not less than 1.35 to 1.0. On December 30, 2016, our Operating Partnership purchased an interest rate cap with a notional amount of $100 million that caps LIBOR at 1.5% through July 3, 2017. The Amended KeyBank Property Loan On March 25, 2016, one of our subsidiaries executed purchase and sale agreements with unaffiliated third parties for the acquisition of 22 self storage facilities (10 in Florida, 11 in North Carolina, and one in Maryland), two parcels of land adjacent to the North Carolina properties and one redevelopment property in North Carolina, which was subsequently assigned to Strategic Storage Growth Trust, Inc., (the “27 Property Portfolio”). On June 1, 2016 we closed on 11 self storage facilities in Florida and Maryland for approximately $275 million representing the first phase (“First Phase”) of the 27 Property Portfolio. On June 1, 2016, we, through certain affiliated entities (collectively, the “Property Loan Borrower”) entered into a credit agreement (the “Property Loan Agreement”) for a secured loan in the amount of $105 million (the “KeyBank Property Loan”) with KeyBank, as administrative agent, KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and the lenders party thereto. The Property Loan Borrower borrowed $105 million in connection with the purchase of the properties in the First Phase of the 27 Property Portfolio. The KeyBank Property Loan is a term loan facility with an original maturity date of December 31, 2016. On December 29, 2016, we entered into a First Amendment to the Credit Agreement (the “First Amendment to the KeyBank Property Loan”) in connection with the KeyBank Property Loan. Prior to the First Amendment to the KeyBank Property Loan, one of the properties held as collateral was removed and added to the Amended KeyBank Credit Facility and the KeyBank Property Loan was reduced to approximately $92.8 million. The First Amendment to the KeyBank Property Loan extended the maturity date of the loan (the “Amended KeyBank Property Loan”) from December 31, 2016 to March 31, 2017. On March 8, 2017, we removed five of the properties held as collateral (Plantation, Wellington, Naples, Port St. Lucie II, and Doral) under the Amended KeyBank Property Loan and added them to the Amended KeyBank Credit Facility. On March 30, 2017 we entered into a Second Amendment to the Amended KeyBank Property Loan to extend the maturity date from March 31, 2017 to May 1, 2017. On April 11, 2017, we removed the remaining five properties that served as collateral under the Amended KeyBank Property Loan and entered into a new loan agreement with KeyBank in which we borrowed $52 million, the proceeds of which were primarily used to pay down the approximately $47.1 million outstanding balance on the Amended KeyBank Property Loan (See Note 11). The Amended KeyBank Subordinate Loan On June 1, 2016, in conjunction with the acquisition of the First Phase of the 27 Property Portfolio, we entered into a credit agreement (the “Subordinate Loan Agreement”) in which we borrowed $30 million (the “KeyBank Subordinate Loan”) with KeyBank, as administrative agent, KeyBanc Capital Markets, LLC, as the sole book runner and sole lead arranger, and the lenders party thereto. The KeyBank Subordinate Loan is a term loan facility with an original maturity date of December 31, 2016. During the third and fourth quarters of 2016, we made payments totaling $20 million on the KeyBank Subordinate Loan, reducing the loan amount to $10 million as of December 29, 2016. On December 29, 2016, we entered into a First Amendment to the Subordinate Loan Agreement (the “First Amendment to the Subordinate Loan”), which extended the maturity date of the Subordinate Loan Agreement (subsequently, the “Amended KeyBank Subordinate Loan”) from December 31, 2016 to March 31, 2017. On March 8, 2017, we repaid the outstanding balance of $10 million on the Amended KeyBank Subordinate Loan through a draw on the Amended KeyBank Credit Facility. KeyBank CMBS Loan On July 28, 2016, we, through 29 special purpose entities wholly owned by our Operating Partnership, entered into a loan agreement with KeyBank in which we borrowed $95 million from KeyBank (the “KeyBank CMBS Loan”). Pursuant to the loan agreement, the collateral under the loan consists of our respective fee interests in 29 self storage properties (the “29 Mortgaged Properties”). The proceeds of the KeyBank CMBS Loan were primarily used to pay down our Amended KeyBank Credit Facility, after which the 29 Mortgaged Properties were released as collateral under the Amended KeyBank Credit Facility. The KeyBank CMBS Loan has an initial term of ten years, maturing on August 1, 2026. In connection with the KeyBank CMBS Loan, we entered into two promissory notes, dated July 28, 2016, in the amounts of $70 million and $25 million (the “Promissory Notes”). Monthly payments due under the Promissory Notes are interest-only for the first five years and payments reflecting a 30-year amortization The KeyBank CMBS Loan is secured by first mortgage liens or deeds of trusts on the 29 Mortgaged Properties, an assignment of all leases/rents, perfected first priority security interests in all personal property, escrows, reserves and a cash management account. In addition, we have provided a guaranty, dated July 28, 2016, in favor of KeyBank, in which we serve as a guarantor of all obligations due under the loan agreement. The KeyBank CMBS Loan may be repaid in whole or in part through a partial or full defeasance (releasing one or more of the 29 Mortgaged Properties from the liens) beginning two years after the Promissory Notes are securitized, which occurred in August, 2016. The following table presents the future principal payment requirements on outstanding debt as of March 31, 2017: 2017 $ 55,841,745 (1) 2018 124,979,420 2019 25,421,574 2020 1,698,534 2021 13,062,238 2022 and thereafter 169,357,842 Total payments 390,361,353 Premium on secured debt, net 1,962,760 Debt issuance costs, net (2,346,820 ) Total $ 389,977,293 (1) On April 11, 2017, the Amended KeyBank Property Loan with approximately $47.1 million in principal outstanding as of March 31, 2017 was refinanced into a $52 million, ten year term loan maturing on May 1, 2027 (See Note 11). |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 6. Derivative Instruments Interest Rate Swaps Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we used interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of the change in the fair value of the derivative designated and that qualifies as a cash flow hedge is recorded in accumulated other comprehensive income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. Foreign Currency Forward Our objectives in using foreign currency derivatives are to add stability to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar and to manage our exposure to exchange rate movements. To accomplish this objective, we used a foreign currency forward as part of our exchange rate risk management strategy. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into the forward contract and holding it to maturity, we are locked into a future currency exchange rate in an amount equal to and for the term of the forward contract. We have designated the foreign currency forward as a net investment hedge and changes in the fair value of the derivative are reported in accumulated other comprehensive income. The following table summarizes the terms of our derivative financial instruments as of March 31, 2017: Notional Strike Effective Date or Maturity Date Interest Rate Swaps: Oakland and Concord loan $ 20,000,000 3.95 % May 18, 2016 April 10, 2023 Dufferin loan 14,432,000 (1) 3.21 % February 1, 2017 May 31, 2019 Mavis loan 12,165,000 (1) 3.21 % February 1, 2017 May 31, 2019 Brewster loan 7,951,000 (1) 3.21 % February 1, 2017 May 31, 2019 Foreign Currency Forward Denominated in CAD $ 101,000,000 (1) 1.3439 March 8, 2017 September 5, 2017 (1) Notional amounts shown are denominated in CAD. On February 1, 2017, to hedge our net investment related to the Toronto Merger, we entered into a foreign currency forward contract with a notional amount of $58.5 million CAD, a settlement date of March 9, 2017, and a forward rate of approximately 1.3058. On March 8, 2017, we settled our two foreign currency forward contracts which resulted in us receiving a net settlement of approximately $1.4 million which was recorded in foreign currency forward contract gain in our consolidated statements of comprehensive loss. The following table summarizes the terms of our derivative financial instruments as of December 31, 2016: Notional Strike Effective Date or Date Assumed Maturity Date Interest Rate Swaps: Oakland and Concord loan $ 20,000,000 3.95 % May 18, 2016 April 10, 2023 Foreign Currency Forward Denominated in CAD $ 42,500,000 1.339 March 8, 2016 March 9, 2017 The following table presents the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of March 31, 2017 and December 31, 2016: Asset/Liability Derivatives Fair Value Balance Sheet Location March 31, 2017 December 31, 2016 Other assets $ 40,246 $ 128,199 Accounts payable and accrued liabilities $ 971,550 $ — |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
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 could be paid by our Advisor on our behalf and were reimbursed to our Advisor from the proceeds of our Offering. Organization and offering costs consist of all expenses (other than sales commissions, the dealer manager fees and stockholder servicing fees) 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, dealer manager fees, and stockholder servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Subsequent to the termination of our Primary Offering on January 9, 2017, we determined that organization and offering costs did not exceed 3.5% of the gross 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. As noted above, we were required under our Advisory Agreement to reimburse our Advisor for organization and offering costs. Our Advisory Agreement also required our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Offering. Subsequent to the termination of our Primary Offering on January 9, 2017, we determined offering expenses were not 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 incurred by our Advisor. Our Advisor also receives a monthly asset management fee equal to 0.05208%, which is one-twelfth Under our Advisory Agreement, our Advisor receives disposition fees in an amount equal to the lesser of (i) one-half 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 acquired our first real estate asset, our Advisor became obligated to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring Dealer Manager Agreement Our Dealer Manager received a sales commission of up to 7.0% of gross proceeds from sales of Class A Shares and up to 2.0% of gross proceeds from the sales of Class T Shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A Shares and Class T Shares in the Primary Offering under the terms of the Dealer Manager Agreement. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed re-allow non-accountable Affiliated Dealer Manager Our Chief Executive Officer owned, through a wholly-owned limited liability company, a 15% non-voting non-voting non-voting non-voting Property Management Agreement Each of our self storage properties are subject to separate property management agreements with our Property Manager. For properties located in the United States, our Property Manager has entered into sub-property on-site set-up “Set-Up Set-Up Set-Up The sub-property sub-property sub-property sub-property Set-Up Set-Up sub-property In addition, we entered into an agreement with Extra Space and our Property Manager in which we agreed that, subject to certain limitations, our Property Manager will retain Extra Space as sub-property Our self storage properties located in Canada are subject to separate property management agreements with our Property Manager. Under each agreement, our Property Manager receives a fee for its services in managing our properties, generally equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the Property Manager’s costs of managing the properties. 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 receives a one-time 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, 2016 and the three months ended March 31, 2017, as well as any related amounts payable as of December 31, 2016 and March 31, 2017: Year Ended December 31, 2016 Three Months Ended March 31, 2017 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 735,891 $ 777,354 $ 6,508 $ 171,589 $ 142,595 $ 35,502 Asset management fees 2,970,846 2,970,846 — 1,287,570 1,287,570 — Property management fees (1) 2,752,862 2,752,862 — 1,071,428 1,071,428 — Acquisition expenses 10,729,535 10,729,535 — 212,577 212,577 — Additional Paid-in Selling commissions 21,141,748 21,141,748 — 966,516 966,516 — Dealer Manager fee 6,573,962 6,573,760 160,714 353,167 513,881 — Stockholder servicing fee (2) 3,297,305 286,292 3,011,013 299,299 165,349 3,144,963 Offering costs 444,719 444,719 — 34,430 34,430 — Total $ 48,646,868 $ 45,677,116 $ 3,178,235 $ 4,396,576 $ 4,394,346 $ 3,180,465 (1) During the three months ended March 31, 2017 and year ended December 31, 2016, property management fees included approximately $0.6 million and $2.2 million, respectively, of fees paid to the sub-property (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th Extra Space Self Storage In connection with the Extra Space Merger of SmartStop into Extra Space, certain of our executive officers, including H. Michael Schwartz, Paula Mathews, Michael McClure and James Berg, received units of limited partnership interest in Extra Space Storage LP, the operating partnership for Extra Space, in exchange for units of limited partnership of SmartStop Self Storage Operating Partnership, L.P., the operating partnership for SmartStop, owned by such executives. Tenant Protection Plan During the first quarter of 2016, in connection with our acquisitions of properties located in Canada, our board of directors approved our participation in a tenant protection plan pursuant to which we receive 50% of the net revenues generated for each tenant protection plan purchased by a customer at our Canadian properties and our Property Manager receives the other 50% of such net revenues. Storage Auction Program In March 2017, our Sponsor acquired a minority interest in a company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions for the contents of abandoned storage units online instead of using live auctions conducted at the self storage facilities. The Auction Company is expected to receive a service fee for such services. Our sub-property Toronto Merger On February 1, 2017, we entered into a definitive Agreement and Plan of Merger (the “Toronto Merger Agreement”) pursuant to which SST II Toronto Acquisition, LLC, a wholly owned and newly formed subsidiary of our Operating Partnership, merged (the “Toronto Merger”) with and into Strategic Storage Toronto Properties REIT, Inc. (“SS Toronto”), a subsidiary of our Sponsor, with SS Toronto surviving the Toronto Merger and becoming a wholly owned subsidiary of our Operating Partnership. In connection with the Toronto Merger, we acquired five self storage properties located in the Greater Toronto Areas of North York, Mississauga, Brampton, Pickering and Scarborough (the “SS Toronto Properties”). Each property is operated under the “SmartStop” brand. At the effective time of the Toronto Merger, each share of common stock, $0.001 par value per share, of SS Toronto issued and outstanding was automatically converted into the right to receive $11.0651 USD in cash and 0.7311 Class A Units of our Operating Partnership. We paid an aggregate of approximately $7.3 million USD in cash consideration and issued an aggregate of approximately 483,197 Class A Units of our Operating Partnership to the common stockholders of SS Toronto, consisting of Strategic 1031 and SS Toronto REIT Advisors, Inc., affiliates of our Sponsor. We acquired the SS Toronto Properties subject to approximately $50.1 million CAD (approximately $38.4 million USD) in outstanding debt (as described further below), $0.8 million in other net liabilities, and paid approximately $33.1 million USD to an affiliate of Extra Space as repayment of outstanding debt and accrued interest owed by SS Toronto. No acquisition fee was paid to our Advisor for the Toronto Merger. The terms of the Toronto Merger and the execution of the Toronto Merger Agreement were recommended by a special committee (the “Special Committee”) of our board of directors consisting of the Nominating and Corporate Governance Committee, the members of which were all of our independent directors. The Special Committee, with the assistance of its independent financial advisor and independent legal counsel, approved the transaction and determined that the Toronto Merger and the other transactions contemplated by the Toronto Merger Agreement were advisable and in the best interests of us, were fair and reasonable to us and were on terms and conditions not less favorable to us than those available from unaffiliated third parties. In connection with the Toronto Merger, we entered into guarantees, dated as of February 1, 2017 (the “Guarantees”), under which we agreed to guarantee certain obligations of SS Toronto. The SS Toronto loans consist of (i) term loans totalling approximately $34.8 million CAD pursuant to promissory notes executed by SS Toronto in favor of Bank of Montreal on June 3, 2016, and (ii) mortgage financings in the aggregate amount of up to $17.7 million CAD pursuant to two promissory notes executed by subsidiaries of SS Toronto in favor of DUCA Financial Services Credit Union Ltd. on June 3, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Distribution Reinvestment Plan We have adopted an amended and restated distribution reinvestment plan that allows both our Class A and Class T stockholders to have distributions otherwise distributable to them invested in additional shares of our Class A and Class T Shares, respectively. The purchase price per share pursuant to our distribution reinvestment plan is equivalent to the estimated value per share approved by our board of directors and in effect on the date of purchase of shares under the plan. In conjunction with the board of directors’ declaration of a new estimated value per share of our common stock on April 13, 2017, shares sold pursuant to our distribution reinvestment plan will be sold at the new estimated value per share of $10.22 per Class A Share or Class T Share beginning in May 2017. We may amend or terminate the amended and restated 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 amended and restated distribution reinvestment plan. Through the termination of our Offering on January 9, 2017, we had sold approximately 1.1 million Class A shares and 0.1 million Class T Shares through our original distribution reinvestment plan. As of March 31, 2017, we had sold approximately 0.3 million Class A shares and approximately 50,000 Class T Shares through our DRP 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 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 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, 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, less any prior redemptions. • We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. For the three months ended March 31, 2017, we received redemption requests totaling approximately $0.4 million (approximately 42,000 shares), which were included in accounts payable and accrued liabilities as of March 31, 2017, and fulfilled in April 2017. 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, 2017 | |
Text Block [Abstract] | |
Declaration of Distributions | Note 9. Declaration of Distributions On March 21, 2017, our board of directors declared a distribution rate for the second quarter of 2017 of approximately $0.001644 per day per share on the outstanding shares of common stock payable to both Class A and Class T stockholders of record of such shares as shown on our books at the close of business on each day during the period, commencing on April 1, 2017 and continuing on each day thereafter through and including June 30, 2017. Such distributions payable to each stockholder of record during a month will be paid the following month. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 3 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | 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, 2016 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Total revenues $ 6,234,589 $ 9,799,189 $ 14,457,550 $ 14,939,818 $ 17,707,546 Total operating expenses $ 10,048,926 $ 18,708,719 $ 15,753,103 $ 15,830,901 $ 18,259,683 Operating loss $ (3,814,337 ) $ (8,909,530 ) $ (1,295,553 ) $ (891,083 ) $ (552,137 ) Net loss $ (4,508,654 ) $ (10,729,510 ) $ (6,341,069 ) $ (4,524,376 ) $ (5,221,480 ) Net loss attributable to common stockholders $ (4,505,204 ) $ (10,724,129 ) $ (6,338,356 ) $ (4,522,696 ) $ (5,191,114 ) Net loss per Class A Share-basic and diluted $ (0.17 ) $ (0.27 ) $ (0.14 ) $ (0.09 ) $ (0.09 ) Net loss per Class T Share-basic and diluted $ (0.17 ) $ (0.27 ) $ (0.14 ) $ (0.09 ) $ (0.09 ) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events KeyBank Florida CMBS Loan On April 11, 2017, we removed the remaining five properties that served as collateral under the Amended KeyBank Property Loan and, through five special purpose entities wholly owned by our Operating Partnership, entered into a new loan agreement with KeyBank in which we borrowed $52 million (the “KeyBank Florida CMBS Loan”). Pursuant to the loan agreement, the five properties released from the Amended KeyBank Property Loan now serve as collateral under the KeyBank Florida CMBS Loan. The proceeds of the KeyBank Florida CMBS Loan were primarily used to pay down the approximately $47.1 million outstanding balance on the Amended KeyBank Property Loan. The KeyBank Florida CMBS Loan has an initial term of ten years, maturing on May 1, 2027. Monthly payments due are interest-only for the first five years and payments reflecting a 30-year Interest Rate Cap On May 1, 2017, our Operating Partnership purchased an interest rate cap with a notional amount of $90 million, such that as of the effective date of July 1, 2017, LIBOR is capped at 1.25% through December 22, 2018. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of March 31, 2017 and December 31, 2016, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs. |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through 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 certain of our loan agreements. |
Real Estate Purchase Price Allocation | Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of 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. 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 in-place, in-place 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 consolidated financial statements. We will recognize any measurement period adjustments during the period in which we determine the amount of the adjustment to our consolidated 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 monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three months ended March 31, 2017 and 2016, no impairment losses were recognized. |
Revenue Recognition | Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. |
Real Estate Facilities | Real Estate Facilities Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. |
Depreciation of Real Property Assets | Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows: Description Standard Depreciable Life Land Not Depreciated Buildings 30-35 Site Improvements 7-10 |
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 in-place in-place in-place in-place in-place The total estimated future amortization expense of intangible assets for the years ending December 31, 2017, 2018, 2019, 2020, and 2021 is approximately $9.8 million, $2.4 million, $98,000, $98,000, and $98,000, respectively. |
Debt Issuance Costs | Debt Issuance Costs The net carrying value of costs incurred in connection with our revolving credit facility are presented as debt issuance costs on our consolidated balance sheets. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of March 31, 2017 and December 31, 2016, accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $0.9 million and $0.7 million, respectively. The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the balance sheet as a deduction from debt (see Note 5). Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of March 31, 2017 and December 31, 2016, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.5 million and $0.2 million, respectively |
Organization and Offering Costs | Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are 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, dealer manager fees and stockholder servicing 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. Subsequent to the termination of our Primary Offering on January 9, 2017, we determined that organization and offering costs did not exceed 3.5% of the gross proceeds from the Primary Offering. Offering costs are recorded as an offset to additional paid-in We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T Shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of both Class A Shares and Class T Shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of the Primary Offering; (iii) the fifth anniversary of the last day of the fiscal quarter in which our Primary Offering (i.e., excluding our distribution reinvestment plan offering) terminates; and (iv) the date that such Class T Share is redeemed or is no longer outstanding. Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager re-allowed re-allow non-accountable |
Foreign Currency Translation | Foreign Currency Translation For non-U.S. |
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 sheets 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 of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares will be contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values. For the three months ended March 31, 2017, we received redemption requests totaling approximately $0.4 million (approximately 42,000 shares), which were included in accounts payable and accrued liabilities as of March 31, 2017, and fulfilled in April 2017. |
Accounting for Equity Awards | Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. |
Fair Value Measurements | Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring • 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 Financial and non-financial non-recurring The carrying amounts of cash and cash equivalents, restricted cash, 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, 2017 and December 31, 2016. 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, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 162,600,000 $ 166,302,688 $ 158,700,000 $ 166,410,537 As of March 31, 2017, we had interest rate swaps on four of our loans (See Notes 5 and 6). The valuations of these instruments were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. The analysis reflected the contractual terms of the derivative, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the interest rate swaps were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments. The variable cash payments were based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. 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 Although we had determined that the majority of the inputs used to value our derivatives were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, through March 31, 2017, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and had determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we had determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income. The ineffective portion of the change in fair value of the derivatives are recognized directly in earnings. Amounts are reclassified out of other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated. As of March 31, 2017, all of our derivative instruments met the criteria for hedge accounting. |
Income Taxes | Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2014. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real |
Per Share Data | Per Share Data Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 ASU 2014-09 ASU 2014-09 In January 2016, the FASB issued ASU 2016-01, 825-10): 2016-01 2016-01 2016-01 2016-01 2016-01 is In February 2016, the FASB issued ASU 2016-02, 2016-02 ASU 2016-02, right-of-use ASU 2016-02, ASU 2016-02 ASU 2016-02 In August 2016, the FASB issued ASU 2016-15, ASU 2016-15 In November 2016, the FASB issued ASU No. 2016-18, 2016-18 beginning-of-period end-of-period 2016-18 2016-18 In January 2017, the FASB issued ASU 2017-01, 2017-01 in-substance 2017-01. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 Site Improvements 7-10 |
Summary of Fixed Rate Notes Payable | The table below summarizes our fixed rate notes payable at March 31, 2017 and December 31, 2016. 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, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 162,600,000 $ 166,302,688 $ 158,700,000 $ 166,410,537 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the three months ended March 31, 2017: Real estate facilities Balance at December 31, 2016 $ 727,455,733 Facility acquisitions 90,112,135 Impact of foreign exchange rate changes (1,030,305 ) Improvements and additions 2,163,916 Balance at March 31, 2017 $ 818,701,479 Accumulated depreciation Balance at December 31, 2016 $ (14,855,188 ) Depreciation expense and impact of foreign exchange rate changes (4,746,669 ) Balance at March 31, 2017 $ (19,601,857 ) |
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, 2017: Property Acquisition Date Real Estate Assets Intangibles Total Debt Issued or Assumed 2017 Revenue (1) 2017 Property Operating Income (Loss) (2) Aurora II - CO 1/11/17 $ 9,780,754 $ 319,246 $ 10,100,000 $ — $ 173,478 $ 92,276 Dufferin - ONT (3) 2/01/17 22,545,843 1,538,440 24,084,283 11,111,469 314,335 190,606 Mavis - ONT (3) 2/01/17 19,150,741 1,368,637 20,519,378 9,366,048 254,027 146,937 Brewster - ONT (3) 2/01/17 13,663,740 911,564 14,575,304 6,121,600 192,174 87,226 Granite - ONT (3) 2/01/17 11,827,875 275,863 12,103,738 6,821,686 108,943 6,901 Centennial - ONT (3)(4) 2/01/17 13,143,182 — 13,143,182 4,939,433 14,970 (56,072 ) Total $ 90,112,135 $ 4,413,750 $ 94,525,885 $ 38,360,236 $ 1,057,927 $ 467,874 (1) The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. (2) Property operating income (loss) excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses. (3) Allocation based on CAD/USD exchange rates as of date of acquisition. See Note 7 for further discussion regarding the Toronto Merger. (4) The Centennial property opened in November 2016 with occupancy at 0%. The property’s occupancy at acquisition was approximately 11% and increased to approximately 20% as of March 31, 2017. |
Pro Forma Financial Informati23
Pro Forma Financial Information (Unaudited) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017, and 2016 as if our acquisitions were completed as of January 1, 2016. This pro forma information does not purport to represent what our actual results of operations 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, 2017 March 31, 2016 Pro forma revenue $ 18,172,060 $ 16,875,227 Pro forma operating expenses (18,343,755 ) (19,480,485 ) Pro forma net loss attributable to common stockholders (4,753,850 ) (7,324,283 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Summarized Real Estate Secured Debt | The Company’s debt is summarized as follows: Encumbered Property March 31, 2017 December 31, 2016 Interest Rate Maturity Date Raleigh/Myrtle Beach promissory note (1) $ 12,215,266 $ 12,263,391 5.73 % 9/1/2023 Amended KeyBank Credit Facility (2) 98,300,000 12,300,000 3.03 % 12/22/2018 Milton fixed rate (3) 4,983,574 4,956,483 5.81 % 10/15/2018 Burlington I fixed rate (3) 4,891,092 4,870,817 5.98 % 10/15/2018 Burlington I variable rate (3) 2,262,483 2,242,880 4.93 % 10/15/2018 Oakville I variable rate (3) 7,552,374 7,486,937 4.45 % 12/31/2017 Burlington II and Oakville II variable rate (3) 12,276,273 12,232,378 3.40 % 2/28/2021 Oakland and Concord loan (4) 20,000,000 20,000,000 3.95 % 4/10/2023 Amended KeyBank Property Loan (5) 47,068,964 92,753,550 3.03 % 5/1/2017 KeyBank CMBS Loan (6) 95,000,000 95,000,000 3.89 % 8/1/2026 Midland North Carolina CMBS Loan (7) 47,249,999 47,249,999 5.31 % 8/1/2024 Dufferin loan (8) 10,826,886 — 3.21 % 5/31/2019 Mavis loan (8) 9,126,183 — 3.21 % 5/31/2019 Brewster loan (8) 5,964,840 — 3.21 % 5/31/2019 Granite loan (9) 6,687,962 — 5.45 % 6/15/2018 Centennial loan (9) 5,955,457 — 5.70 % 6/15/2018 Premium on secured debt, net 1,962,760 2,069,847 Debt issuance costs, net (2,346,820 ) (2,605,542 ) Total secured debt 389,977,293 310,820,740 Amended KeyBank Subordinate Loan (10) — 10,000,000 6.25 % 3/31/2017 Total debt $ 389,977,293 $ 320,820,740 (1) Fixed rate debt with principal and interest payments due monthly. This promissory note is encumbered by five properties, Morrisville, Cary, Raleigh, Myrtle Beach I, and Myrtle Beach II. (2) As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). (3) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. Variable rate loans are based on Canadian Prime, or the Canadian Dealer Offered Rate (“CDOR”). (4) This loan was assumed during the acquisition of the Oakland and Concord properties, along with an interest rate swap with USAmeriBank that fixes the interest rate at 3.95%. (5) As of March 31, 2017, this loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray). (6) This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. (7) This loan encumbers 11 self storage properties (Asheville I, Arden, Asheville II, Hendersonville I, Asheville III, Asheville IV, Asheville V, Asheville VI, Asheville VII, Asheville VIII, and Hendersonville II) with monthly interest only payments until September 2019, at which time both interest and principal payments will be due monthly. (8) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. These loans were assumed during the Toronto Merger, along with an interest rate swap with the Bank of Montreal that fixes the interest rate at 3.21%. (9) Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. The Granite and Centennial loans were assumed during the Toronto Merger with variable interest rates of 5.45% and 5.70%, respectively, as of March 31, 2017. (10) The Amended KeyBank Subordinate Loan was repaid in full on March 8, 2017. |
Future Principal Payment Requirements on Outstanding Debt | The following table presents the future principal payment requirements on outstanding debt as of March 31, 2017: 2017 $ 55,841,745 (1) 2018 124,979,420 2019 25,421,574 2020 1,698,534 2021 13,062,238 2022 and thereafter 169,357,842 Total payments 390,361,353 Premium on secured debt, net 1,962,760 Debt issuance costs, net (2,346,820 ) Total $ 389,977,293 (1) On April 11, 2017, the Amended KeyBank Property Loan with approximately $47.1 million in principal outstanding as of March 31, 2017 was refinanced into a $52 million, ten year term loan maturing on May 1, 2027 (See Note 11). |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Financial Instruments | The following table summarizes the terms of our derivative financial instruments as of March 31, 2017: Notional Strike Effective Date or Maturity Date Interest Rate Swaps: Oakland and Concord loan $ 20,000,000 3.95 % May 18, 2016 April 10, 2023 Dufferin loan 14,432,000 (1) 3.21 % February 1, 2017 May 31, 2019 Mavis loan 12,165,000 (1) 3.21 % February 1, 2017 May 31, 2019 Brewster loan 7,951,000 (1) 3.21 % February 1, 2017 May 31, 2019 Foreign Currency Forward Denominated in CAD $ 101,000,000 (1) 1.3439 March 8, 2017 September 5, 2017 (1) Notional amounts shown are denominated in CAD. The following table summarizes the terms of our derivative financial instruments as of December 31, 2016: Notional Strike Effective Date or Date Assumed Maturity Date Interest Rate Swaps: Oakland and Concord loan $ 20,000,000 3.95 % May 18, 2016 April 10, 2023 Foreign Currency Forward Denominated in CAD $ 42,500,000 1.339 March 8, 2016 March 9, 2017 |
Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets | The following table presents the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of March 31, 2017 and December 31, 2016: Asset/Liability Derivatives Fair Value Balance Sheet Location March 31, 2017 December 31, 2016 Other assets $ 40,246 $ 128,199 Accounts payable and accrued liabilities $ 971,550 $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 and the three months ended March 31, 2017, as well as any related amounts payable as of December 31, 2016 and March 31, 2017: Year Ended December 31, 2016 Three Months Ended March 31, 2017 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 735,891 $ 777,354 $ 6,508 $ 171,589 $ 142,595 $ 35,502 Asset management fees 2,970,846 2,970,846 — 1,287,570 1,287,570 — Property management fees (1) 2,752,862 2,752,862 — 1,071,428 1,071,428 — Acquisition expenses 10,729,535 10,729,535 — 212,577 212,577 — Additional Paid-in Selling commissions 21,141,748 21,141,748 — 966,516 966,516 — Dealer Manager fee 6,573,962 6,573,760 160,714 353,167 513,881 — Stockholder servicing fee (2) 3,297,305 286,292 3,011,013 299,299 165,349 3,144,963 Offering costs 444,719 444,719 — 34,430 34,430 — Total $ 48,646,868 $ 45,677,116 $ 3,178,235 $ 4,396,576 $ 4,394,346 $ 3,180,465 (1) During the three months ended March 31, 2017 and year ended December 31, 2016, property management fees included approximately $0.6 million and $2.2 million, respectively, of fees paid to the sub-property (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 (Unau28
Selected Quarterly Data (Unaudited) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Total revenues $ 6,234,589 $ 9,799,189 $ 14,457,550 $ 14,939,818 $ 17,707,546 Total operating expenses $ 10,048,926 $ 18,708,719 $ 15,753,103 $ 15,830,901 $ 18,259,683 Operating loss $ (3,814,337 ) $ (8,909,530 ) $ (1,295,553 ) $ (891,083 ) $ (552,137 ) Net loss $ (4,508,654 ) $ (10,729,510 ) $ (6,341,069 ) $ (4,524,376 ) $ (5,221,480 ) Net loss attributable to common stockholders $ (4,505,204 ) $ (10,724,129 ) $ (6,338,356 ) $ (4,522,696 ) $ (5,191,114 ) Net loss per Class A Share-basic and diluted $ (0.17 ) $ (0.27 ) $ (0.14 ) $ (0.09 ) $ (0.09 ) Net loss per Class T Share-basic and diluted $ (0.17 ) $ (0.27 ) $ (0.14 ) $ (0.09 ) $ (0.09 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) | Apr. 13, 2017 | Feb. 01, 2017 | Jan. 09, 2017 | Oct. 01, 2015 | Aug. 31, 2014 | May 23, 2014 | Aug. 02, 2013 | Mar. 31, 2017 | May 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Jan. 8, 2013 | ||||||||||
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
Preferred Stock, par value | $ 0.001 | $ 0.001 | |||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 95,000,000 | ||||||||||
Sale of common shares | 17,187,370 | ||||||||||
Percentage of non-voting equity owned | 15.00% | ||||||||||
Distribution Reinvestment Plan | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common Stock, shares authorized | 100,900,000 | ||||||||||
Primary Offering | Maximum | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common stock, value authorized | $ 1,000,000,000 | ||||||||||
Primary Offering | Minimum | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Sale of common shares | $ 1,500,000 | ||||||||||
Investments in Majority-owned Subsidiaries | Affiliate | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage owned by affiliate | 2.50% | ||||||||||
Class A Common stock | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common Stock, shares authorized | 350,000,000 | 350,000,000 | |||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | |||||||||
Class A Common stock | Subsequent Event | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per common share | $ 10.22 | ||||||||||
Class T Common stock | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Common Stock, shares authorized | 350,000,000 | 350,000,000 | |||||||||
Common Stock, par value | $ 0.001 | $ 0.001 | |||||||||
Class T Common stock | Subsequent Event | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Estimated value per common share | $ 10.22 | ||||||||||
Dealer Manager | President | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of non-voting equity owned | 15.00% | ||||||||||
SmartStop Asset Management | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of non-voting equity owned | 15.00% | ||||||||||
SmartStop Asset Management | President | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Percentage of non-voting equity owned | 15.00% | ||||||||||
SmartStop Self Storage, Inc. | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Sale price per share | $ 13.75 | ||||||||||
Enterprise value on sale | $ 1,400,000,000 | ||||||||||
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. | Property Management Agreement | |||||||||||
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 shares sold to advisor | 100 | ||||||||||
Sale of common shares to advisor | $ 1,000 | ||||||||||
Strategic Storage Operating Partnership II, L.P. | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Date of formation of company | Jan. 9, 2013 | ||||||||||
Advisor purchased a limited partnership interest in Operating Partnership | 200,000 | ||||||||||
Initial capital contribution | $ 1,000 | ||||||||||
Percentage of limited partnership interests | 99.10% | ||||||||||
Percentage of limited partnership interests owned by noncontrolling owners | 0.90% | ||||||||||
Toronto Five Property Portfolio Merger | Class A Units of Operating Partnership | SS Toronto | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Business acquisition partnership units issued | 483,197 | ||||||||||
Common Stock | Class A Common stock | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Sale of common shares | $ 1,022 | ||||||||||
Number of common stock issued | 1,022,426 | ||||||||||
Common Stock | Class A Common stock | Distribution Reinvestment Plan | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 300,000 | ||||||||||
Gross proceeds from issuance of common stock | $ 3,400,000 | ||||||||||
Common Stock | Class A Common stock | Primary Offering | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Enterprise value on sale | $ 493,000,000 | ||||||||||
Number of shares issued in offering | 48,000,000 | ||||||||||
Common Stock | Class T Common stock | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Sale of common shares | $ 564 | ||||||||||
Number of common stock issued | 564,589 | ||||||||||
Common Stock | Class T Common stock | Distribution Reinvestment Plan | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Number of common stock issued | 50,000 | ||||||||||
Gross proceeds from issuance of common stock | $ 500,000 | ||||||||||
Common Stock | Class T Common stock | Primary Offering | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Enterprise value on sale | $ 73,000,000 | ||||||||||
Number of shares issued in offering | 7,000,000 | ||||||||||
Scenario Forecast | Class A Common stock | Distribution Reinvestment Plan | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Selling price per share | $ 10.22 | ||||||||||
Scenario Forecast | Class T Common stock | Distribution Reinvestment Plan | |||||||||||
Organization and Nature of Operations [Line Items] | |||||||||||
Selling price per share | $ 10.22 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Payments to acquire intangible assets | $ 4,400,000 | $ 3,000,000 | ||
Business acquisition, transaction costs | 500,000 | 2,800,000 | ||
Impairment losses recognized | 0 | $ 0 | ||
Gross amounts of lease intangibles | 33,600,000 | $ 29,200,000 | ||
Accumulated amortization of lease intangibles | 19,900,000 | 16,100,000 | ||
Total estimated future amortization expense of intangible assets, year 2017 | 9,800,000 | |||
Total estimated future amortization expense of intangible assets, year 2018 | 2,400,000 | |||
Total estimated future amortization expense of intangible assets, year 2019 | 98,000,000 | |||
Total estimated future amortization expense of intangible assets, year 2020 | 98,000,000 | |||
Total estimated future amortization expense of intangible assets, year 2021 | 98,000,000 | |||
Accumulated amortization of debt issuance costs | $ 900,000 | 700,000 | ||
Maximum period for reimbursement of offering cost | 60 days | |||
Maximum offering cost rate | 3.50% | |||
Redemptions of common stock | $ 26 | |||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | |||
Dealer Manager | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||
Underwriting commission | 10.00% | |||
Non Revolving Debt | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Accumulated amortization of debt issuance costs | $ 500,000 | $ 200,000 | ||
Class T Common stock | Dealer Manager | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |||
Class T Common stock | Primary Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Class A Common stock | Primary Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Share Redemption Program | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Redemptions of common stock (in shares) | 42,000 | |||
Redemptions of common stock | $ 400,000 | |||
Share Redemption Program | Subsequent Event | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Redemptions of common stock | $ 400,000 | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 3 years | |||
Maximum | ||||
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, 2017 | |
Land | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | Not Depreciated |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 30 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 35 years |
Site Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 7 years |
Site Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 10 years |
Summary of Fixed Rate Notes Pay
Summary of Fixed Rate Notes Payable (Detail) - Fixed Rate Secured Debt - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 162,600,000 | $ 158,700,000 |
Carrying Value | $ 166,302,688 | $ 166,410,537 |
Schedule of Activity in Real Es
Schedule of Activity in Real Estate Facilities (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 727,455,733 |
Facility acquisitions | 90,112,135 |
Impact of foreign exchange rate changes | (1,030,305) |
Improvements and additions | 2,163,916 |
Real estate facilities, ending balance | 818,701,479 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (14,855,188) |
Depreciation expense and impact of foreign exchange rate changes | (4,746,669) |
Accumulated depreciation, ending balance | $ (19,601,857) |
Summary of Purchase Price Alloc
Summary of Purchase Price Allocation for Acquisitions (Detail) | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Business Acquisition [Line Items] | ||
Real Estate Assets | $ 90,112,135 | |
Intangibles | 4,413,750 | |
Total | 94,525,885 | |
Debt Issued or Assumed | 38,360,236 | |
Revenue | 1,057,927 | [1] |
Property Operating Income (Loss) | $ 467,874 | [2] |
Aurora II | Colorado | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Jan. 11, 2017 | |
Real Estate Assets | $ 9,780,754 | |
Intangibles | 319,246 | |
Total | 10,100,000 | |
Debt Issued or Assumed | 0 | |
Revenue | 173,478 | [1] |
Property Operating Income (Loss) | $ 92,276 | [2] |
Dufferin | Canada | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Feb. 1, 2017 | [3] |
Real Estate Assets | $ 22,545,843 | [3] |
Intangibles | 1,538,440 | [3] |
Total | 24,084,283 | [3] |
Debt Issued or Assumed | 11,111,469 | [3] |
Revenue | 314,335 | [1],[3] |
Property Operating Income (Loss) | $ 190,606 | [2],[3] |
Mavis | Canada | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Feb. 1, 2017 | [3] |
Real Estate Assets | $ 19,150,741 | [3] |
Intangibles | 1,368,637 | [3] |
Total | 20,519,378 | [3] |
Debt Issued or Assumed | 9,366,048 | [3] |
Revenue | 254,027 | [1],[3] |
Property Operating Income (Loss) | $ 146,937 | [2],[3] |
Brewster | Canada | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Feb. 1, 2017 | [3] |
Real Estate Assets | $ 13,663,740 | [3] |
Intangibles | 911,564 | [3] |
Total | 14,575,304 | [3] |
Debt Issued or Assumed | 6,121,600 | [3] |
Revenue | 192,174 | [1],[3] |
Property Operating Income (Loss) | $ 87,226 | [2],[3] |
Granite | Canada | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Feb. 1, 2017 | [3] |
Real Estate Assets | $ 11,827,875 | [3] |
Intangibles | 275,863 | [3] |
Total | 12,103,738 | [3] |
Debt Issued or Assumed | 6,821,686 | [3] |
Revenue | 108,943 | [1],[3] |
Property Operating Income (Loss) | $ 6,901 | [2],[3] |
Centennial | Canada | ||
Business Acquisition [Line Items] | ||
Acquisition Date | Feb. 1, 2017 | [3],[4] |
Real Estate Assets | $ 13,143,182 | [3],[4] |
Intangibles | 0 | [3],[4] |
Total | 13,143,182 | [3],[4] |
Debt Issued or Assumed | 4,939,433 | [3],[4] |
Revenue | 14,970 | [1],[3],[4] |
Property Operating Income (Loss) | $ (56,072) | [2],[3],[4] |
[1] | The operating results of the facilities acquired above have been included in our statement of operations since their respective acquisition date. | |
[2] | Property operating income (loss) excludes corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization and acquisition expenses. | |
[3] | Allocation based on CAD/USD exchange rates as of date of acquisition. See Note 7 for further discussion regarding the Toronto Merger. | |
[4] | The Centennial property opened in November 2016 with occupancy at 0%. The property's occupancy at acquisition was approximately 11% and increased to approximately 20% as of March 31, 2017. |
Summary of Purchase Price All35
Summary of Purchase Price Allocation for Acquisitions (Parenthetical) (Detail) | Mar. 31, 2017 | Feb. 01, 2017 | Nov. 30, 2016 |
Centennial | |||
Business Acquisition [Line Items] | |||
Occupancy percentage | 20.00% | 11.00% | 0.00% |
Real Estate Facilities - Additi
Real Estate Facilities - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Aurora II | |
Business Acquisition [Line Items] | |
Acquisition fees incurred to the advisor | $ 0.2 |
Summary of Consolidated Results
Summary of Consolidated Results of Operations on Pro Forma Basis (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 18,172,060 | $ 16,875,227 |
Pro forma operating expenses | (18,343,755) | (19,480,485) |
Pro forma net loss attributable to common stockholders | $ (4,753,850) | $ (7,324,283) |
Pro Forma Financial Informati38
Pro Forma Financial Information - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma acquisition related expenses | $ 0.5 | $ 2.8 |
Schedule of Summarized Real Est
Schedule of Summarized Real Estate Secured Debt (Detail) - USD ($) | Jul. 28, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | $ 390,361,353 | ||||
Debt issuance costs, net | (1,768,155) | $ (1,550,410) | |||
Total | 389,977,293 | 320,820,740 | |||
Amended KeyBank Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [1] | $ 98,300,000 | 12,300,000 | ||
Debt Instrument, Interest Rate | [1] | 3.03% | |||
Debt Instrument Maturity Date | [1] | Dec. 22, 2018 | |||
Amended KeyBank Property Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate | [2] | 3.03% | |||
Burlington I Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [3] | $ 2,262,483 | 2,242,880 | ||
Debt Instrument, Interest Rate | [3] | 4.93% | |||
Debt Instrument Maturity Date | [3] | Oct. 15, 2018 | |||
Oakville I Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate | [3] | 4.45% | |||
Debt Instrument Maturity Date | [3] | Dec. 31, 2017 | |||
Burlington II and Oakville II Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate | [3] | 3.40% | |||
Debt Instrument Maturity Date | [3] | Feb. 28, 2021 | |||
Fixed Rate Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Premium on secured debt, net | $ 1,962,760 | 2,069,847 | |||
Debt issuance costs, net | (2,346,820) | (2,605,542) | |||
Total | 389,977,293 | 310,820,740 | |||
Fixed Rate Secured Debt | Amended KeyBank Property Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount, short term debt | [2] | $ 47,068,964 | 92,753,550 | ||
Debt Instrument Maturity Date | [2] | May 1, 2017 | |||
Fixed Rate Secured Debt | Raleigh Myrtle Beach Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [4] | $ 12,215,266 | 12,263,391 | ||
Debt Instrument, Interest Rate | [4] | 5.73% | |||
Debt Instrument Maturity Date | [4] | Sep. 1, 2023 | |||
Fixed Rate Secured Debt | Milton Fixed Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [3] | $ 4,983,574 | 4,956,483 | ||
Debt Instrument, Interest Rate | [3] | 5.81% | |||
Debt Instrument Maturity Date | [3] | Oct. 15, 2018 | |||
Fixed Rate Secured Debt | Burlington I Fixed Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [3] | $ 4,891,092 | 4,870,817 | ||
Debt Instrument Maturity Date | [3] | Oct. 15, 2018 | |||
Debt Instrument Fixed Rate | [3] | 5.98% | |||
Fixed Rate Secured Debt | Oakville I Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [3] | $ 7,552,374 | 7,486,937 | ||
Fixed Rate Secured Debt | Burlington II and Oakville II Variable Rate | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [3] | 12,276,273 | 12,232,378 | ||
Fixed Rate Secured Debt | Oakland and Concord Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [5] | $ 20,000,000 | 20,000,000 | ||
Debt Instrument, Interest Rate | [5] | 3.95% | |||
Debt Instrument Maturity Date | [5] | Apr. 10, 2023 | |||
Fixed Rate Secured Debt | KeyBank CMBS Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [6] | $ 95,000,000 | 95,000,000 | ||
Debt Instrument Maturity Date | Aug. 1, 2026 | Aug. 1, 2026 | [6] | ||
Debt Instrument Fixed Rate | 3.89% | 3.89% | [6] | ||
Fixed Rate Secured Debt | Midland North Carolina CMBS Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [7] | $ 47,249,999 | 47,249,999 | ||
Debt Instrument, Interest Rate | [7] | 5.31% | |||
Debt Instrument Maturity Date | [7] | Aug. 1, 2024 | |||
Fixed Rate Secured Debt | Dufferin Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [8] | $ 10,826,886 | 0 | ||
Debt Instrument, Interest Rate | [8] | 3.21% | |||
Debt Instrument Maturity Date | [8] | May 31, 2019 | |||
Fixed Rate Secured Debt | Mavis Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [8] | $ 9,126,183 | 0 | ||
Debt Instrument, Interest Rate | [8] | 3.21% | |||
Debt Instrument Maturity Date | [8] | May 31, 2019 | |||
Fixed Rate Secured Debt | Brewster Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [8] | $ 5,964,840 | 0 | ||
Debt Instrument Maturity Date | [8] | May 31, 2019 | |||
Debt Instrument Fixed Rate | [8] | 3.21% | |||
Fixed Rate Secured Debt | Granite Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [9] | $ 6,687,962 | 0 | ||
Debt Instrument, Interest Rate | [9] | 5.45% | |||
Debt Instrument Maturity Date | [9] | Jun. 15, 2018 | |||
Fixed Rate Secured Debt | Centennial Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount | [9] | $ 5,955,457 | 0 | ||
Debt Instrument, Interest Rate | [9] | 5.70% | |||
Debt Instrument Maturity Date | [9] | Jun. 15, 2018 | |||
Unsecured Debt [Member] | Amended KeyBank Subordinate Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument Carrying Amount, short term debt | [10] | $ 0 | $ 10,000,000 | ||
Unsecured Debt [Member] | KeyBank Property Loan | Amended KeyBank Subordinate Loan | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate | [10] | 6.25% | |||
Debt Instrument Maturity Date | [10] | Mar. 31, 2017 | |||
[1] | As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). | ||||
[2] | As of March 31, 2017, this loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray). | ||||
[3] | Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. Variable rate loans are based on Canadian Prime, or the Canadian Dealer Offered Rate ("CDOR"). | ||||
[4] | Fixed rate debt with principal and interest payments due monthly. This promissory note is encumbered by five properties, Morrisville, Cary, Raleigh, Myrtle Beach I, and Myrtle Beach II. | ||||
[5] | This loan was assumed during the acquisition of the Oakland and Concord properties, along with an interest rate swap with USAmeriBank that fixes the interest rate at 3.95%. | ||||
[6] | This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. | ||||
[7] | This loan encumbers 11 self storage properties (Asheville I, Arden, Asheville II, Hendersonville I, Asheville III, Asheville IV, Asheville V, Asheville VI, Asheville VII, Asheville VIII, and Hendersonville II) with monthly interest only payments until September 2019, at which time both interest and principal payments will be due monthly. | ||||
[8] | Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. These loans were assumed during the Toronto Merger, along with an interest rate swap with the Bank of Montreal that fixes the interest rate at 3.21%. | ||||
[9] | Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. The Granite and Centennial loans were assumed during the Toronto Merger with variable interest rates of 5.45% and 5.70%, respectively, as of March 31, 2017. | ||||
[10] | The Amended KeyBank Subordinate Loan was repaid in full on March 8, 2017. |
Schedule of Summarized Real E40
Schedule of Summarized Real Estate Secured Debt (Parenthetical) (Detail) - Property | Jul. 28, 2016 | Mar. 31, 2017 | ||
Amended KeyBank Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [1] | 3.03% | ||
Unsecured loan paid off | [1] | Dec. 22, 2018 | ||
Debt [Member] | Amended KeyBank Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Number of properties encumbered | 21 | |||
SS Toronto | Fixed Rate Secured Debt | Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 3.21% | |||
Raleigh Myrtle Beach Promissory Note | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of properties encumbered | 5 | |||
Debt Instrument, Interest Rate | [2] | 5.73% | ||
Unsecured loan paid off | [2] | Sep. 1, 2023 | ||
Oakland and Concord Loan | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [3] | 3.95% | ||
Unsecured loan paid off | [3] | Apr. 10, 2023 | ||
Oakland and Concord Loan | Fixed Rate Secured Debt | Interest Rate Swap [Member] | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 3.95% | |||
KeyBank CMBS Loan | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of properties encumbered | 29 | |||
Unsecured loan paid off | Aug. 1, 2026 | Aug. 1, 2026 | [4] | |
Midland North Carolina CMBS Loan | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of properties encumbered | 11 | |||
Debt Instrument, Interest Rate | [5] | 5.31% | ||
Unsecured loan paid off | [5] | Aug. 1, 2024 | ||
Granite Loan [Member] | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [6] | 5.45% | ||
Unsecured loan paid off | [6] | Jun. 15, 2018 | ||
Centennial Loan [Member] | Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [6] | 5.70% | ||
Unsecured loan paid off | [6] | Jun. 15, 2018 | ||
KeyBank Property Loan | ||||
Debt Instrument [Line Items] | ||||
Number of properties encumbered | 5 | |||
Amended KeyBank Subordinate Loan | Unsecured Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Unsecured loan paid off | Mar. 8, 2017 | |||
[1] | As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). | |||
[2] | Fixed rate debt with principal and interest payments due monthly. This promissory note is encumbered by five properties, Morrisville, Cary, Raleigh, Myrtle Beach I, and Myrtle Beach II. | |||
[3] | This loan was assumed during the acquisition of the Oakland and Concord properties, along with an interest rate swap with USAmeriBank that fixes the interest rate at 3.95%. | |||
[4] | This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. | |||
[5] | This loan encumbers 11 self storage properties (Asheville I, Arden, Asheville II, Hendersonville I, Asheville III, Asheville IV, Asheville V, Asheville VI, Asheville VII, Asheville VIII, and Hendersonville II) with monthly interest only payments until September 2019, at which time both interest and principal payments will be due monthly. | |||
[6] | Canadian Dollar denominated loans shown above in USD based on the foreign exchange rate in effect as of March 31, 2017. The Granite and Centennial loans were assumed during the Toronto Merger with variable interest rates of 5.45% and 5.70%, respectively, as of March 31, 2017. |
Debt - Additional Information (
Debt - Additional Information (Detail) | Apr. 11, 2017USD ($)Property | Mar. 08, 2017USD ($)Property | Mar. 07, 2017 | Dec. 29, 2016USD ($) | Jul. 28, 2016USD ($)Entity | Mar. 25, 2016USD ($)Property | Mar. 31, 2017USD ($)PropertyExtension | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 28, 2016 | Feb. 01, 2017CAD | Dec. 30, 2016USD ($) | Jun. 01, 2016USD ($) | Feb. 18, 2016USD ($) | Dec. 22, 2015USD ($) | ||
Debt Instrument [Line Items] | |||||||||||||||||
Guarantees provided in connection with loans | $ 52,900,000 | ||||||||||||||||
Number of properties removed from encumbrance | Property | 5 | ||||||||||||||||
Principal payments on debt | 66,684,586 | $ 15,000,400 | |||||||||||||||
Loans outstanding | $ 390,361,353 | ||||||||||||||||
Notional amount for interest rate cap | CAD | CAD 58,500,000 | ||||||||||||||||
Amended KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||||||||||||
KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of properties encumbered | Property | 5 | ||||||||||||||||
KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of special purpose entities | Entity | 29 | ||||||||||||||||
Potential Acquisition of 27 Property Portfolio | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of self storage facilities | Property | 22 | ||||||||||||||||
Loans Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 92,800,000 | ||||||||||||||||
Loans Payable [Member] | Amended KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal payments on debt | $ 46,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||||||||||||
Loans Payable [Member] | Amended KeyBank Subordinate Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal payments on debt | $ 20,000,000 | ||||||||||||||||
Loans outstanding | $ 10,000,000 | ||||||||||||||||
Outstanding principal amount | $ 10,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||||||||||||
Loans Payable [Member] | KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 105,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | Dec. 31, 2016 | ||||||||||||||||
Loans Payable [Member] | KeyBank Subordinate Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 30,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | Dec. 31, 2016 | ||||||||||||||||
Subsequent Event | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of special purpose entities | 5 | ||||||||||||||||
Subsequent Event | Amended KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of properties removed from encumbrance | Property | 5 | ||||||||||||||||
Subsequent Event | KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 52,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | May 1, 2027 | ||||||||||||||||
Fixed rate of interest | 4.65% | ||||||||||||||||
Debt Instrument, Periodic Payment | Monthly payments due are interest-only for the first five years and payments reflecting a 30-year amortization schedule begin thereafter. | ||||||||||||||||
Subsequent Event | Loans Payable [Member] | Amended KeyBank Property Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal payments on debt | $ 47,100,000 | ||||||||||||||||
First Phase | Potential Acquisition of 27 Property Portfolio | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Purchase price of Property | $ 275,000,000 | ||||||||||||||||
Operating Partnership | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Notional amount for interest rate cap | $ 100,000,000 | ||||||||||||||||
Fixed Rate Secured Debt | KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans outstanding | [1] | $ 95,000,000 | 95,000,000 | ||||||||||||||
Outstanding principal amount | $ 95,000,000 | ||||||||||||||||
Debt Instrument Maturity Date | Aug. 1, 2026 | Aug. 1, 2026 | [1] | ||||||||||||||
Fixed rate of interest | 3.89% | 3.89% | [1] | ||||||||||||||
Number of properties encumbered | Property | 29 | ||||||||||||||||
Promissory Notes Payable One | KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 70,000,000 | ||||||||||||||||
Debt Instrument, Periodic Payment | Monthly payments due under the Promissory Notes are interest-only for the first five years and payments reflecting a 30-year amortization schedule begin thereafter. | ||||||||||||||||
Promissory Notes Payable Two | KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding principal amount | $ 25,000,000 | ||||||||||||||||
Debt Instrument, Periodic Payment | Monthly payments due under the Promissory Notes are interest-only for the first five years and payments reflecting a 30-year amortization schedule begin thereafter. | ||||||||||||||||
LIBOR | Operating Partnership | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Effective interest rate cap on derivative instrument | 1.50% | ||||||||||||||||
KeyBank Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowings under credit facility | $ 71,300,000 | ||||||||||||||||
Amended KeyBank Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Maximum borrowings under credit facility | $ 145,000,000 | 105,000,000 | |||||||||||||||
Potential maximum borrowings under credit facility | 500,000,000 | ||||||||||||||||
Increment in borrowing capacity | $ 10,000,000 | ||||||||||||||||
Additional borrowing capacity | $ 40,000,000 | ||||||||||||||||
Number of properties removed from encumbrance | Property | 5 | ||||||||||||||||
Outstanding balance on credit facility | $ 56,000,000 | ||||||||||||||||
Loans outstanding | [2] | $ 98,300,000 | $ 12,300,000 | ||||||||||||||
Line of credit facility, initial term | 3 years | ||||||||||||||||
Line of credit facility, maturity date | Dec. 22, 2018 | ||||||||||||||||
Line of credit facility, term of extension options | 1 year | ||||||||||||||||
Line of credit facility, number of extension options | Extension | 2 | ||||||||||||||||
Line of credit facility, description | The Amended KeyBank Credit Facility is a revolving loan with an initial term of three years, maturing on December 22, 2018, with two one-year extension options subject to certain conditions outlined further in the credit agreement for the Amended KeyBank Credit Facility (the "Amended Credit Agreement"). Payments due pursuant to the Amended KeyBank Credit Facility are interest-only for the first 36 months and a 30-yearamortization schedule thereafter. | ||||||||||||||||
Line of credit facility amortization schedule | 30 years | ||||||||||||||||
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 Amended Credit Agreement) for the Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the Amended Credit Agreement). The Applicable Rate corresponds to our total leverage, as specified in the Amended Credit Agreement. For any ABR Loans, the Applicable Rate is 125 basis points if our total leverage is less than 50%, and 150 basis points if our leverage is greater than 50%. For any Eurodollar Loan, the Applicable Rate is 225 basis points if our total leverage is less than 50% and 250 basis points if our total leverage is greater than 50%. | ||||||||||||||||
Percent of collateral properties used for aggregate borrowing capacity | 60.00% | ||||||||||||||||
Minimum debt service coverage ratio | 1.35% | ||||||||||||||||
Total leverage ratio | 60.00% | ||||||||||||||||
Percentage of net proceeds of equity received | 80.00% | ||||||||||||||||
Minimum interest service coverage ratio | 1.85% | ||||||||||||||||
Minimum fixed charge ratio | 1.60% | ||||||||||||||||
Threshold percentage for ratio of variable rate indebtedness to total indebtedness. | 30.00% | ||||||||||||||||
Percentage of required loan to value ratio | 60.00% | ||||||||||||||||
Debt Instrument Maturity Date | [2] | Dec. 22, 2018 | |||||||||||||||
Amended KeyBank Credit Facility | Fixed Rate Secured Debt | Loans Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding balance on credit facility | $ 98,300,000 | ||||||||||||||||
Amended KeyBank Credit Facility | Eurodollar Loan | Loans with Total Leverage Less Than 50% | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, applicable interest rate | 2.25% | ||||||||||||||||
Amended KeyBank Credit Facility | Eurodollar Loan | Loans with Total Leverage Greater Than 50% | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, applicable interest rate | 2.50% | ||||||||||||||||
Amended KeyBank Credit Facility | ABR Loan | Loans with Total Leverage Less Than 50% | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, applicable interest rate | 1.25% | ||||||||||||||||
Amended KeyBank Credit Facility | ABR Loan | Loans with Total Leverage Greater Than 50% | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, applicable interest rate | 1.50% | ||||||||||||||||
[1] | This loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II). The separate assets and credit of these encumbered properties are not available to pay our other debts. | ||||||||||||||||
[2] | As of March 31, 2017, this facility encumbers 21 properties (Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Vallejo, Port St. Lucie I, Sacramento, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Baltimore, Aurora II, Plantation, Wellington, Naples, Port St. Lucie II, and Doral). |
Future Principal Payment Requir
Future Principal Payment Requirements on Outstanding Debt (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt, Fiscal Year Maturity | |||
2,017 | [1] | $ 55,841,745 | |
2,018 | 124,979,420 | ||
2,019 | 25,421,574 | ||
2,020 | 1,698,534 | ||
2,021 | 13,062,238 | ||
2022 and thereafter | 169,357,842 | ||
Total payments | 390,361,353 | ||
Debt issuance costs, net | (1,768,155) | $ (1,550,410) | |
Total | 389,977,293 | 320,820,740 | |
Fixed Rate Secured Debt | |||
Debt, Fiscal Year Maturity | |||
Premium on secured debt, net | 1,962,760 | 2,069,847 | |
Debt issuance costs, net | (2,346,820) | (2,605,542) | |
Total | $ 389,977,293 | $ 310,820,740 | |
[1] | On April 11, 2017, the Amended KeyBank Property Loan with $47.1 million in principal outstanding as of March 31, 2017 was refinanced into a $52 million, ten year term loan maturing on May 1, 2027 (See Note 11). |
Future Principal Payment Requ43
Future Principal Payment Requirements on Outstanding Debt (Parenthetical) (Detail) - USD ($) | Apr. 11, 2017 | Mar. 08, 2017 | Mar. 07, 2017 | Dec. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 28, 2016 |
Debt Instrument [Line Items] | |||||||
Principal payments on debt | $ 66,684,586 | $ 15,000,400 | |||||
Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of loan | $ 92,800,000 | ||||||
KeyBank CMBS Loan | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of loan | $ 52,000,000 | ||||||
Debt Instrument Maturity Date | May 1, 2027 | ||||||
Amended KeyBank Property Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||
Amended KeyBank Property Loan | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal payments on debt | $ 46,000,000 | ||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||
Amended KeyBank Property Loan | Loans Payable [Member] | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Principal payments on debt | $ 47,100,000 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Derivative Financial Instruments (Detail) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017USD ($)CAD / Unit | Dec. 31, 2016USD ($)CAD / Unit | Mar. 31, 2017CADCAD / Unit | Feb. 01, 2017CAD | Dec. 31, 2016CADCAD / Unit | ||
Derivative [Line Items] | ||||||
Interest Rate Swaps, Notional Amount | CAD 58,500,000 | |||||
Interest Rate Swap [Member] | Oakland and Concord Loan | ||||||
Derivative [Line Items] | ||||||
Interest Rate Swaps, Notional Amount | $ | $ 20,000,000 | $ 20,000,000 | ||||
Interest Rate Swaps, Strike | 3.95% | 3.95% | 3.95% | 3.95% | ||
Interest Rate Swaps, Effective Date or Date Assumed | May 18, 2016 | May 18, 2016 | ||||
Interest Rate Swaps, Maturity Date | Apr. 10, 2023 | Apr. 10, 2023 | ||||
Interest Rate Swap [Member] | Dufferin Loan [Member] | ||||||
Derivative [Line Items] | ||||||
Interest Rate Swaps, Notional Amount | CAD 14,432,000 | [1] | ||||
Interest Rate Swaps, Strike | 3.21% | 3.21% | ||||
Interest Rate Swaps, Effective Date or Date Assumed | Feb. 1, 2017 | |||||
Interest Rate Swaps, Maturity Date | May 31, 2019 | |||||
Interest Rate Swap [Member] | Mavis Loan [Member] | ||||||
Derivative [Line Items] | ||||||
Interest Rate Swaps, Notional Amount | CAD 12,165,000 | [1] | ||||
Interest Rate Swaps, Strike | 3.21% | 3.21% | ||||
Interest Rate Swaps, Effective Date or Date Assumed | Feb. 1, 2017 | |||||
Interest Rate Swaps, Maturity Date | May 31, 2019 | |||||
Interest Rate Swap [Member] | Brewster Loan [Member] | ||||||
Derivative [Line Items] | ||||||
Interest Rate Swaps, Notional Amount | CAD 7,951,000 | [1] | ||||
Interest Rate Swaps, Strike | 3.21% | 3.21% | ||||
Interest Rate Swaps, Effective Date or Date Assumed | Feb. 1, 2017 | |||||
Interest Rate Swaps, Maturity Date | May 31, 2019 | |||||
Foreign Currency Forward | ||||||
Derivative [Line Items] | ||||||
Foreign Currency Forward, Notional Amount | CAD 101,000,000 | [1] | CAD 42,500,000 | |||
Foreign Currency Forward, Strike | CAD / Unit | 1.3439 | 1.339 | 1.3439 | 1.339 | ||
Foreign Currency Forward, Effective Date or Date Assumed | Mar. 8, 2017 | Mar. 8, 2016 | ||||
Foreign Currency Forward, Maturity Date | Sep. 5, 2017 | Mar. 9, 2017 | ||||
[1] | Notional amounts shown are denominated in CAD. |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | Mar. 08, 2017USD ($)Contract | Mar. 31, 2017USD ($) | Feb. 01, 2017CADCAD / $ |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, notional amount | CAD | CAD 58,500,000 | ||
Foreign currency forward contracts settlement date | Mar. 9, 2017 | ||
Forward rate of derivative (CAD/USD) | CAD / $ | 1.3058 | ||
Number of foreign currency forward contracts settled | Contract | 2 | ||
Foreign currency forward contract gain | $ | $ 1,400,000 | $ 411,763 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value, assets | $ 40,246 | $ 128,199 |
Accounts payable and accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative fair value, liability | $ 971,550 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, CAD in Millions | Feb. 01, 2017USD ($)$ / sharesshares | Oct. 01, 2015USD ($) | Aug. 31, 2014 | Mar. 31, 2017USD ($)$ / shares | Feb. 01, 2017CAD | Dec. 31, 2016$ / shares | Mar. 31, 2016 |
Related Party Transaction [Line Items] | |||||||
Maximum period for reimbursement of offering cost | 60 days | ||||||
Maximum offering cost rate | 3.50% | ||||||
Percentage of non-voting equity owned | 15.00% | ||||||
Loans outstanding | $ 390,361,353 | ||||||
Class A Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Class T Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Canada | Tenant Reinsurance [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business acquisition, percentage of net revenue earned | 50.00% | ||||||
Toronto Merger | |||||||
Related Party Transaction [Line Items] | |||||||
Number of self storage facilities | 5 | ||||||
Advisory Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum period for reimbursement of offering cost | 60 days | ||||||
Maximum offering cost rate | 3.50% | ||||||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15.00% | ||||||
Rate of acquisition fees of purchase price of contract | 1.75% | ||||||
Monthly asset management fee | 0.05208% | ||||||
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 | ||||||
Percentage owned by affiliate | 2.50% | ||||||
Advisory Agreement | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Commission percentage of sale price of property | 6.00% | ||||||
Dealer Manager | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | ||||||
Underwriting commission | 10.00% | ||||||
Dealer Manager | Class A Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale commission fees percentage of proceed from Primary Offering | 7.00% | ||||||
Dealer Manager | Class T Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale commission fees percentage of proceed from Primary Offering | 2.00% | ||||||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | ||||||
Primary Offering Dealer Manager Agreement | Class A Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of gross proceeds from sale of shares | 10.00% | ||||||
Primary Offering Dealer Manager Agreement | Class T Common stock | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of gross proceeds from sale of shares | 10.00% | ||||||
SmartStop Asset Management | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of non-voting equity owned | 15.00% | ||||||
Property Management Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Property management agreement termination description | The property management agreements have a three year term and automatically renew for successive one year periods thereafter, unless we or our Property Manager provides prior written notice at least 90 days prior to the expiration of the term. We may terminate a property management agreement without cause at any time during the initial three year term if we pay the Property Manager a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term. After the end of the initial three year term, we may terminate a property management agreement on 30 days prior written notice without payment of a termination fee. Our Property Manager may terminate a property management agreement on 60 days prior written notice to us. | ||||||
Agreement date | Oct. 1, 2015 | ||||||
Property Management Agreement | Canada | |||||||
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 | $ 10,000 | ||||||
Property Management Agreement | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Property management monthly management fee | $ 2,500 | ||||||
Property management monthly management fee percentage on gross revenue | 6.00% | ||||||
Signage and set-up costs associated with converting each property to extra space brand | $ 25,000 | ||||||
Property Management Agreement | Minimum | Canada | |||||||
Related Party Transaction [Line Items] | |||||||
Our property management fee | $ 3,000 | ||||||
Strategic Storage Trust Sub Property Management Limited Liability Company | |||||||
Related Party Transaction [Line Items] | |||||||
Property management agreement termination description | The sub-property management agreements also have a three year term and automatically renew for successive one year periods thereafter, unless our Property Manager or Extra Space provides prior written notice at least 90 days prior to the expiration of the term. Our Property Manager may terminate the sub-property management agreement without cause at any time during the initial three year term if it pays Extra Space a termination fee equal to the Set-Up Amount, reduced by 1/36th of the Set-Up Amount for every full month of the term. After the end of the initial three year term, our Property Manager may terminate a sub-property management agreement on 30 days prior written notice without payment of a termination fee. Extra Space may terminate a sub-property management agreement on 60 days prior written notice to our Property Manager. | ||||||
Strategic Storage Trust Sub Property Management Limited Liability Company | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Property management monthly management fee | $ 2,500 | ||||||
Property management monthly management fee percentage on gross revenue | 6.00% | ||||||
Property Manager | Canada | |||||||
Related Party Transaction [Line Items] | |||||||
Business acquisition, percentage of net revenue earned | 50.00% | ||||||
SS Toronto | Toronto Merger | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, par value | $ / shares | $ 0.001 | ||||||
Consideration per share of common stock | $ / shares | $ 11.0651 | ||||||
Business acquisition cash consideration transferred | $ 7,300,000 | ||||||
Loans outstanding | 38,400,000 | CAD 50.1 | |||||
Acquisition fees incurred to the advisor | 0 | ||||||
Acquisition assumed other net liabilities | $ 800,000 | ||||||
SS Toronto | Toronto Merger | Term Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Guarantee obligations | CAD | 34.8 | ||||||
SS Toronto | Toronto Merger | Promissory Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Guarantee obligations | CAD | CAD 17.7 | ||||||
SS Toronto | Toronto Merger | Class A Units of Operating Partnership | |||||||
Related Party Transaction [Line Items] | |||||||
Operating partnership units issued per share of common stock | 73.11% | ||||||
Business acquisition partnership units issued | shares | 483,197 |
Summary of Related Party Costs
Summary of Related Party Costs (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 4,396,576 | $ 48,646,868 | |
Related party costs, Paid | 4,394,346 | 45,677,116 | |
Related party costs, Payable | 3,180,465 | 3,178,235 | |
Operating expenses (including organizational costs) | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 171,589 | 735,891 | |
Related party costs, Paid | 142,595 | 777,354 | |
Related party costs, Payable | 35,502 | 6,508 | |
Asset management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,287,570 | 2,970,846 | |
Related party costs, Paid | 1,287,570 | 2,970,846 | |
Related party costs, Payable | 0 | 0 | |
Property management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [1] | 1,071,428 | 2,752,862 |
Related party costs, Paid | [1] | 1,071,428 | 2,752,862 |
Related party costs, Payable | [1] | 0 | 0 |
Acquisition expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 212,577 | 10,729,535 | |
Related party costs, Paid | 212,577 | 10,729,535 | |
Related party costs, Payable | 0 | 0 | |
Selling commissions | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 966,516 | 21,141,748 | |
Related party costs, Paid | 966,516 | 21,141,748 | |
Related party costs, Payable | 0 | 0 | |
Dealer manager fee | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 353,167 | 6,573,962 | |
Related party costs, Paid | 513,881 | 6,573,760 | |
Related party costs, Payable | 0 | 160,714 | |
Offering costs | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 34,430 | 444,719 | |
Related party costs, Paid | 34,430 | 444,719 | |
Related party costs, Payable | 0 | 0 | |
Stockholder servicing fee | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [2] | 299,299 | 3,297,305 |
Related party costs, Paid | [2] | 165,349 | 286,292 |
Related party costs, Payable | [2] | $ 3,144,963 | $ 3,011,013 |
[1] | During the three months ended March 31, 2017 and year ended December 31, 2016, property management fees included approximately $0.6 million and $2.2 million, respectively, of fees paid to the sub-property manager of our properties. | ||
[2] | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares sold in the Primary Offering. |
Summary of Related Party Cost49
Summary of Related Party Costs (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 4,396,576 | $ 48,646,868 | |
Dealer Manager | Class T Common stock | |||
Related Party Transaction [Line Items] | |||
Monthly stockholder servicing fee accrual description | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | ||
Property management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [1] | $ 1,071,428 | 2,752,862 |
Property management fees | Sub-property manager | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 600,000 | $ 2,200,000 | |
[1] | During the three months ended March 31, 2017 and year ended December 31, 2016, property management fees included approximately $0.6 million and $2.2 million, respectively, of fees paid to the sub-property manager of our properties. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 09, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Apr. 13, 2017 |
Commitments and Contingencies [Line Items] | ||||
Redemptions of common stock, value | $ 26 | |||
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% | |||
Redemptions of common stock (in shares) | 42,000 | |||
Redemptions of common stock, value | $ 400,000 | |||
Share Redemption Program | Subsequent Event | ||||
Commitments and Contingencies [Line Items] | ||||
Redemptions of common stock, value | $ 400,000 | |||
Share Redemption Program | Minimum | ||||
Commitments and Contingencies [Line Items] | ||||
Shareholders share holding period | 1 year | |||
Distribution Reinvestment Plan | ||||
Commitments and Contingencies [Line Items] | ||||
Amendment, suspension or termination period for distribution reinvestment Plan | 10 days | |||
Sales commission or dealer manager fee payable | $ 0 | |||
Class A Common stock | Distribution Reinvestment Plan | ||||
Commitments and Contingencies [Line Items] | ||||
Shares issued pursuant to distribution reinvestment plan | 1,100,000 | 300,000 | ||
Class T Common stock | Distribution Reinvestment Plan | ||||
Commitments and Contingencies [Line Items] | ||||
Shares issued pursuant to distribution reinvestment plan | 100,000 | 50,000 | ||
Class A or Class T Common Stock | Distribution Reinvestment Plan | Subsequent Event | ||||
Commitments and Contingencies [Line Items] | ||||
Estimated value per share under distribution reinvestment plan | $ 10.22 |
Stock for Redemptions Based on
Stock for Redemptions Based on Number of Years Stock Held (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
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 -
Declaration of Distributions - Additional Information (Detail) | Mar. 21, 2017$ / shares |
Class A Common stock | |
Dividend Declared [Line Items] | |
Common stock per share outstanding per day declared | $ 0.001644 |
Cash distribution record date start | Apr. 1, 2017 |
Cash distribution record date end | Jun. 30, 2017 |
Class T Common stock | |
Dividend Declared [Line Items] | |
Common stock per share outstanding per day declared | $ 0.001644 |
Cash distribution record date start | Apr. 1, 2017 |
Cash distribution record date end | Jun. 30, 2017 |
Selected Quarterly Data - Summa
Selected Quarterly Data - Summary of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||
Total revenues | $ 17,707,546 | $ 14,939,818 | $ 14,457,550 | $ 9,799,189 | $ 6,234,589 |
Total operating expenses | 18,259,683 | 15,830,901 | 15,753,103 | 18,708,719 | 10,048,926 |
Operating loss | (552,137) | (891,083) | (1,295,553) | (8,909,530) | (3,814,337) |
Net loss | (5,221,480) | (4,524,376) | (6,341,069) | (10,729,510) | (4,508,654) |
Net loss attributable to common stockholders | $ (5,191,114) | $ (4,522,696) | $ (6,338,356) | $ (10,724,129) | $ (4,505,204) |
Class A Common stock | |||||
Schedule Of Quarterly Financial Information [Line Items] | |||||
Net loss per share-basic and diluted | $ (0.09) | $ (0.09) | $ (0.14) | $ (0.27) | $ (0.17) |
Class T Common stock | |||||
Schedule Of Quarterly Financial Information [Line Items] | |||||
Net loss per share-basic and diluted | $ (0.09) | $ (0.09) | $ (0.14) | $ (0.27) | $ (0.17) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Apr. 11, 2017USD ($)Property | Mar. 08, 2017USD ($)Property | Mar. 07, 2017 | Dec. 29, 2016USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 28, 2016 | May 01, 2017USD ($) | Feb. 01, 2017CAD | Dec. 30, 2016USD ($) | Jul. 28, 2016Entity |
Subsequent Event [Line Items] | |||||||||||
Number of properties removed from encumbrance | Property | 5 | ||||||||||
Principal payments on debt | $ 66,684,586 | $ 15,000,400 | |||||||||
Notional amount for interest rate cap | CAD | CAD 58,500,000 | ||||||||||
Operating Partnership | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notional amount for interest rate cap | $ 100,000,000 | ||||||||||
Loans Payable [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount of loan | $ 92,800,000 | ||||||||||
Amended KeyBank Property Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||||||
Amended KeyBank Property Loan | Loans Payable [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal payments on debt | $ 46,000,000 | ||||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | Dec. 31, 2016 | |||||||||
KeyBank CMBS Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of special purpose entities | Entity | 29 | ||||||||||
Scenario Forecast | Operating Partnership | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notional amount for interest rate cap | $ 90,000,000 | ||||||||||
Effective interest rate cap on derivative instrument | 1.25% | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of special purpose entities | 5 | ||||||||||
Subsequent Event | Amended KeyBank Property Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of properties removed from encumbrance | Property | 5 | ||||||||||
Subsequent Event | Amended KeyBank Property Loan | Loans Payable [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal payments on debt | $ 47,100,000 | ||||||||||
Subsequent Event | KeyBank CMBS Loan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount of loan | $ 52,000,000 | ||||||||||
Debt Instrument Maturity Date | May 1, 2027 | ||||||||||
Fixed rate of interest | 4.65% | ||||||||||
Debt Instrument, Periodic Payment | Monthly payments due are interest-only for the first five years and payments reflecting a 30-year amortization schedule begin thereafter. |