Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SmartStop Self Storage REIT, Inc. | |
Entity Central Index Key | 0001585389 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55617 | |
Entity Tax Identification Number | 46-1722812 | |
Entity Address, Address Line One | 10 Terrace Road | |
Entity Address, City or Town | Ladera Ranch | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92694 | |
City Area Code | 877 | |
Local Phone Number | 327-3485 | |
Entity Interactive Data Current | Yes | |
Class A Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 52,440,201 | |
Class T Common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,869,657 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate facilities: | ||
Land | $ 332,142,096 | $ 332,350,688 |
Buildings | 795,686,781 | 780,969,455 |
Site improvements | 63,208,443 | 60,505,225 |
Real estate investment property, gross | 1,191,037,320 | 1,173,825,368 |
Accumulated depreciation | (106,556,223) | (83,692,491) |
Real estate investment property | 1,084,481,097 | 1,090,132,877 |
Construction in process | 1,591,793 | 12,237,722 |
Real estate facilities, net | 1,086,072,890 | 1,102,370,599 |
Cash and cash equivalents | 36,747,083 | 62,279,757 |
Restricted cash | 9,787,127 | 6,291,366 |
Investments in and advances to Managed REITs | 8,178,896 | 6,072,399 |
Other assets, net | 5,870,035 | 6,318,037 |
Intangible assets, net | 13,237,876 | 30,040,426 |
Trademarks | 16,229,412 | 19,688,167 |
Goodwill | 53,643,331 | 78,372,980 |
Total assets | 1,229,766,650 | 1,311,433,731 |
LIABILITIES AND EQUITY | ||
Debt, net | 712,789,410 | 712,733,002 |
Accounts payable and accrued liabilities | 23,656,005 | 18,576,230 |
Due to affiliates | 818,665 | 1,624,474 |
Distributions payable | 6,017,893 | 5,159,105 |
Contingent earnout | 26,000,000 | 31,100,000 |
Deferred tax liabilities | 3,310,241 | 6,609,571 |
Total liabilities | 772,592,214 | 775,802,382 |
Commitments and contingencies (Note 13) | ||
Redeemable common stock / Preferred stock | 54,116,173 | 43,391,362 |
Equity: | ||
Additional paid-in capital | 492,156,465 | 491,433,240 |
Distributions | (155,013,319) | (128,642,787) |
Accumulated deficit | (136,914,972) | (87,090,486) |
Accumulated other comprehensive loss | (4,902,696) | (1,955,335) |
Total SmartStop Self Storage REIT, Inc. equity | 195,385,785 | 273,803,767 |
Noncontrolling interests in our Operating Partnership | 61,270,970 | 71,988,256 |
Other noncontrolling interests | 21,800 | 21,800 |
Total noncontrolling interests | 61,292,770 | 72,010,056 |
Total equity | 256,678,555 | 345,813,823 |
Total liabilities and equity | 1,229,766,650 | 1,311,433,731 |
Preferred Stock | ||
LIABILITIES AND EQUITY | ||
Redeemable common stock / Preferred stock | 0 | 0 |
Equity: | ||
Total equity | 146,379,708 | 146,426,164 |
Class A Common stock | ||
Equity: | ||
Common stock, value | 52,454 | 51,435 |
Class T Common stock | ||
Equity: | ||
Common stock, value | 7,853 | 7,700 |
Series A Convertible Preferred Stock | ||
LIABILITIES AND EQUITY | ||
Redeemable common stock / Preferred stock | $ 146,379,708 | $ 146,426,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 |
Series A Convertible Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 200,000 | 200,000 |
Preferred Stock, shares issued | 150,000 | 150,000 |
Preferred Stock, shares outstanding | 150,000 | 150,000 |
Preferred Stock, liquidation preference, value | $ 152,472,054 | $ 151,665,753 |
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 | 52,453,575 | 51,435,124 |
Common Stock, shares outstanding | 52,453,575 | 51,435,124 |
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 | 7,852,830 | 7,699,893 |
Common Stock, shares outstanding | 7,852,830 | 7,699,893 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 31,363,122 | $ 29,588,014 | $ 91,130,790 | $ 79,451,856 |
Operating expenses: | ||||
General and administrative | 4,012,072 | 3,519,557 | 11,829,732 | 7,000,627 |
Depreciation | 8,003,587 | 7,639,190 | 23,562,701 | 21,928,108 |
Intangible amortization expense | 1,587,899 | 3,741,046 | 8,475,682 | 7,822,354 |
Self administration transaction expenses | 0 | 107,100 | 0 | 1,595,371 |
Acquisition expenses – affiliates | 0 | 0 | 0 | 84,061 |
Other acquisition expenses | 468,577 | 25,529 | 593,903 | 109,765 |
Contingent earnout adjustment | 1,600,000 | 300,000 | (5,100,000) | 300,000 |
Impairment of goodwill and intangible assets | 0 | 0 | 36,465,732 | 0 |
Impairment of investments in Managed REITs | 0 | 0 | 4,376,879 | 0 |
Total operating expenses | 26,992,137 | 27,773,486 | 115,857,438 | 74,919,300 |
Operating income (loss) | 4,370,985 | 1,814,528 | (24,726,648) | 4,532,556 |
Other income (expense): | ||||
Interest expense | (8,093,476) | (10,260,936) | (24,717,208) | (28,584,740) |
Interest expense – accretion of fair market value of secured debt | 32,788 | 33,191 | 98,337 | 98,850 |
Interest expense – debt issuance costs | (952,479) | (1,082,543) | (2,832,240) | (2,997,801) |
Net loss on extinguishment of debt | 0 | 0 | 0 | (1,487,867) |
Gain resulting from acquisition of unconsolidated affiliates | 0 | 0 | 0 | 8,017,353 |
Other | 185,685 | (45,819) | 2,914,840 | (352,219) |
Net loss | (4,456,497) | (9,541,579) | (49,262,919) | (20,773,868) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 585,360 | 1,326,753 | 6,550,455 | 1,455,039 |
Less: Distributions to preferred stockholders | (2,387,977) | 0 | (7,112,022) | 0 |
Net loss attributable to SmartStop Self Storage REIT, Inc. common stockholders | (6,259,114) | (8,214,826) | (49,824,486) | (19,318,829) |
Self Storage Rental Revenue | ||||
Revenues: | ||||
Total revenues | 26,706,201 | 25,669,615 | 77,221,013 | 74,056,235 |
Ancillary Operating Revenue | ||||
Revenues: | ||||
Total revenues | 1,431,952 | 1,188,934 | 3,768,213 | 2,589,985 |
Managed REIT Platform Revenue | ||||
Revenues: | ||||
Total revenues | 2,051,021 | 1,192,665 | 5,687,701 | 1,221,727 |
Reimbursable Costs from Managed REITs | ||||
Revenues: | ||||
Total revenues | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 |
Operating expenses: | ||||
Operating expenses | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 |
Property Operating Expenses | ||||
Operating expenses: | ||||
Operating expenses | 9,816,774 | 9,655,599 | 28,686,843 | 26,630,201 |
Property operating expenses – Affiliates | ||||
Operating expenses: | ||||
Operating expenses | 0 | 0 | 0 | 6,605,670 |
Managed REIT Platform Expenses | ||||
Operating expenses: | ||||
Operating expenses | $ 329,280 | $ 1,248,665 | $ 2,512,103 | $ 1,259,234 |
Class A Common stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.10) | $ (0.14) | $ (0.84) | $ (0.33) |
Weighted average shares outstanding-basic and diluted | 52,019,749 | 50,789,174 | 51,654,459 | 50,650,524 |
Class T Common stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.10) | $ (0.14) | $ (0.84) | $ (0.33) |
Weighted average shares outstanding-basic and diluted | 7,827,572 | 7,626,158 | 7,776,909 | 7,584,645 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (4,456,497) | $ (9,541,579) | $ (49,262,919) | $ (20,773,868) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 1,069,449 | (651,011) | (1,538,451) | 1,408,709 |
Foreign currency hedge contract gains (losses) | (988,609) | (84,696) | 1,645,735 | (1,970,862) |
Interest rate swap and cap contract gains (losses) | 1,293,513 | (823,250) | (3,509,682) | (4,000,275) |
Other comprehensive gain (loss) | 1,374,353 | (1,558,957) | (3,402,398) | (4,562,428) |
Comprehensive loss | (3,082,144) | (11,100,536) | (52,665,317) | (25,336,296) |
Comprehensive loss attributable to noncontrolling interests: | ||||
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership | 404,742 | 1,543,525 | 7,005,492 | 1,774,600 |
Comprehensive loss attributable to SmartStop Self Storage REIT, Inc. stockholders | $ (2,677,402) | $ (9,557,011) | $ (45,659,825) | $ (23,561,696) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) | Total | SSGT Mergers | Self Administration Transaction | Redeemable Common Stock | Common StockClass A Common stock | Common StockClass T Common stock | Additional Paid-in Capital | Distributions | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total SmartStop Self Storage REIT, Inc. Equity | Noncontrolling Interests | Noncontrolling InterestsSSGT Mergers | Noncontrolling InterestsSelf Administration Transaction | Preferred Equity |
Beginning Balance at Dec. 31, 2018 | $ 345,256,897 | $ 32,226,815 | $ 50,437 | $ 7,534 | $ 500,474,807 | $ (94,248,326) | $ (62,340,153) | $ 1,390,354 | $ 345,334,653 | $ (77,756) | |||||
Beginning Balance (in shares) at Dec. 31, 2018 | 50,437,059 | 7,533,790 | |||||||||||||
Offering costs | (2,418) | (2,418) | (2,418) | ||||||||||||
Issuance of limited partnership units in our Operating Partnership in connection with the SSGT Mergers/Self Administration Transaction | $ 4,217,399 | $ 4,217,399 | |||||||||||||
Changes to redeemable common stock | (3,963,393) | 3,963,393 | (3,963,393) | (3,963,393) | |||||||||||
Redemptions of common stock | (141) | (2,044,001) | $ (120) | $ (21) | (141) | ||||||||||
Redemptions of common stock (in shares) | (120,000) | (21,291) | |||||||||||||
Distributions | (8,411,426) | (8,411,426) | (8,411,426) | ||||||||||||
Distributions to noncontrolling interests | (46,584) | (46,584) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 3,963,766 | $ 323 | $ 50 | 3,963,393 | 3,963,766 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 322,580 | 49,604 | |||||||||||||
Equity based compensation expense | 21,957 | 21,957 | 21,957 | ||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (8,891,558) | (8,891,558) | (8,891,558) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (56,759) | (56,759) | |||||||||||||
Foreign currency translation adjustment | 867,261 | 867,261 | 867,261 | ||||||||||||
Foreign currency hedge contract gain (loss) | (846,581) | (846,581) | (846,581) | ||||||||||||
Interest rate swap and cap contract gains (losses) | (1,315,092) | (1,315,092) | (1,315,092) | ||||||||||||
Ending Balance at Mar. 31, 2019 | 330,793,328 | 34,146,207 | $ 50,640 | $ 7,563 | 500,494,346 | (102,659,752) | (71,231,711) | 95,942 | 326,757,028 | 4,036,300 | |||||
Ending Balance (in shares) at Mar. 31, 2019 | 50,639,639 | 7,562,103 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | 345,256,897 | 32,226,815 | $ 50,437 | $ 7,534 | 500,474,807 | (94,248,326) | (62,340,153) | 1,390,354 | 345,334,653 | (77,756) | |||||
Beginning Balance (in shares) at Dec. 31, 2018 | 50,437,059 | 7,533,790 | |||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (19,318,829) | ||||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (1,455,039) | ||||||||||||||
Interest rate swap and cap contract gains (losses) | (4,000,275) | ||||||||||||||
Ending Balance at Sep. 30, 2019 | 360,622,181 | 39,839,496 | $ 51,149 | $ 7,650 | 491,272,437 | (119,904,285) | (81,658,982) | (3,172,074) | 286,595,895 | 74,026,286 | |||||
Ending Balance (in shares) at Sep. 30, 2019 | 51,148,541 | 7,649,856 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | 345,256,897 | 32,226,815 | $ 50,437 | $ 7,534 | 500,474,807 | (94,248,326) | (62,340,153) | 1,390,354 | 345,334,653 | (77,756) | |||||
Beginning Balance (in shares) at Dec. 31, 2018 | 50,437,059 | 7,533,790 | |||||||||||||
Ending Balance at Dec. 31, 2019 | 345,813,823 | 43,391,362 | $ 51,435 | $ 7,700 | 491,433,240 | (128,642,787) | (87,090,486) | (1,955,335) | 273,803,767 | 72,010,056 | $ 146,426,164 | ||||
Ending Balance (in shares) at Dec. 31, 2019 | 51,435,124 | 7,699,893 | |||||||||||||
Beginning Balance at Mar. 31, 2019 | 330,793,328 | 34,146,207 | $ 50,640 | $ 7,563 | 500,494,346 | (102,659,752) | (71,231,711) | 95,942 | 326,757,028 | 4,036,300 | |||||
Beginning Balance (in shares) at Mar. 31, 2019 | 50,639,639 | 7,562,103 | |||||||||||||
Offering costs | (1,559) | (1,559) | (1,559) | ||||||||||||
Issuance of limited partnership units in our Operating Partnership in connection with the SSGT Mergers/Self Administration Transaction | $ 63,643,000 | $ 63,643,000 | |||||||||||||
Issuance of limited partnership units in our Operating Partnership in exchange for special limited partnership interest | 18,800,000 | 9,687,035 | 9,687,035 | 9,112,965 | |||||||||||
Contribution of special limited partnership interest in exchange for limited partnership interests in our Operating Partnership | (18,800,000) | (18,800,000) | (18,800,000) | ||||||||||||
Noncontrolling interests related to the consolidated Tenant Programs joint ventures | 21,800 | 21,800 | |||||||||||||
Redemption of limited partnership interests held by our Former Advisor | (200,000) | (291,103) | (291,103) | 91,103 | |||||||||||
Changes to redeemable common stock | (4,049,066) | 4,049,066 | (4,049,066) | (4,049,066) | |||||||||||
Redemptions of common stock | (211) | (2,052,078) | $ (200) | $ (11) | (211) | ||||||||||
Redemptions of common stock (in shares) | (199,883) | (10,242) | |||||||||||||
Issuance of restricted stock | 232 | $ 232 | 232 | ||||||||||||
Issuance of restricted stock (in shares) | 232,176 | ||||||||||||||
Distributions | (8,533,201) | (8,533,201) | (8,533,201) | ||||||||||||
Distributions to noncontrolling interests | (105,140) | (105,140) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 4,049,444 | $ 328 | $ 50 | 4,049,066 | 4,049,444 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 328,392 | 50,757 | |||||||||||||
Equity based compensation expense | 25,136 | 25,136 | 25,136 | ||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (2,212,445) | (2,212,445) | (2,212,445) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (71,527) | (71,527) | |||||||||||||
Foreign currency translation adjustment | 1,192,459 | 1,192,459 | 1,192,459 | ||||||||||||
Foreign currency hedge contract gain (loss) | (1,039,585) | (1,039,585) | (1,039,585) | ||||||||||||
Interest rate swap and cap contract gains (losses) | (1,861,933) | (1,861,933) | (1,861,933) | ||||||||||||
Ending Balance at Jun. 30, 2019 | 381,650,732 | 36,143,195 | $ 51,000 | $ 7,602 | 491,113,855 | (111,192,953) | (73,444,156) | (1,613,117) | 304,922,231 | 76,728,501 | |||||
Ending Balance (in shares) at Jun. 30, 2019 | 51,000,324 | 7,602,618 | |||||||||||||
Offering costs | (2,276) | (2,276) | (2,276) | ||||||||||||
Changes to redeemable common stock | (4,046,001) | 4,046,001 | (4,046,001) | (4,046,001) | |||||||||||
Redemptions of common stock | (200) | (349,700) | $ (197) | $ (3) | (200) | ||||||||||
Redemptions of common stock (in shares) | (197,470) | (3,546) | |||||||||||||
Issuance of restricted stock | 17 | $ 17 | 17 | ||||||||||||
Issuance of restricted stock (in shares) | 16,886 | ||||||||||||||
Distributions | (8,711,332) | (8,711,332) | (8,711,332) | ||||||||||||
Distributions to noncontrolling interests | (1,375,462) | (1,375,462) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 4,046,381 | $ 329 | $ 51 | 4,046,001 | 4,046,381 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 328,801 | 50,784 | |||||||||||||
Equity based compensation expense | 160,858 | 160,858 | 160,858 | ||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (8,214,826) | (8,214,826) | (8,214,826) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (1,326,753) | (1,326,753) | |||||||||||||
Foreign currency translation adjustment | (651,011) | (651,011) | (651,011) | ||||||||||||
Foreign currency hedge contract gain (loss) | (84,696) | (84,696) | (84,696) | ||||||||||||
Interest rate swap and cap contract gains (losses) | (823,250) | (823,250) | (823,250) | ||||||||||||
Ending Balance at Sep. 30, 2019 | 360,622,181 | 39,839,496 | $ 51,149 | $ 7,650 | 491,272,437 | (119,904,285) | (81,658,982) | (3,172,074) | 286,595,895 | 74,026,286 | |||||
Ending Balance (in shares) at Sep. 30, 2019 | 51,148,541 | 7,649,856 | |||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (5,431,504) | ||||||||||||||
Ending Balance at Dec. 31, 2019 | 345,813,823 | 43,391,362 | $ 51,435 | $ 7,700 | 491,433,240 | (128,642,787) | (87,090,486) | (1,955,335) | 273,803,767 | 72,010,056 | 146,426,164 | ||||
Ending Balance (in shares) at Dec. 31, 2019 | 51,435,124 | 7,699,893 | |||||||||||||
Offering costs | (28,822) | (28,822) | (28,822) | ||||||||||||
Preferred equity issuance costs | (46,456) | ||||||||||||||
Changes to redeemable common stock | (3,979,539) | 3,979,539 | (3,979,539) | (3,979,539) | |||||||||||
Redemptions of common stock | (42) | $ (42) | (42) | ||||||||||||
Redemptions of common stock (in shares) | (42,040) | ||||||||||||||
Issuance of restricted stock | 48 | $ 48 | 48 | ||||||||||||
Issuance of restricted stock (in shares) | 47,842 | ||||||||||||||
Distributions | (8,668,726) | (8,668,726) | (8,668,726) | ||||||||||||
Distributions to noncontrolling interests | (1,356,799) | (1,356,799) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 3,979,539 | $ 322 | $ 50 | 3,979,167 | 3,979,539 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 322,411 | 50,046 | |||||||||||||
Equity based compensation expense | 219,603 | 219,603 | 219,603 | ||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (35,073,951) | (35,073,951) | (35,073,951) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (5,031,652) | (5,031,652) | |||||||||||||
Foreign currency translation adjustment | (4,567,120) | (3,959,904) | (3,959,904) | (607,216) | |||||||||||
Foreign currency hedge contract gain (loss) | 4,566,795 | 3,959,594 | 3,959,594 | 607,201 | |||||||||||
Interest rate swap and cap contract gains (losses) | (5,475,549) | (4,747,520) | (4,747,520) | (728,029) | |||||||||||
Ending Balance at Mar. 31, 2020 | 290,397,608 | 47,370,901 | $ 51,763 | $ 7,750 | 491,623,649 | (137,311,513) | (122,164,437) | (6,703,165) | 225,504,047 | 64,893,561 | 146,379,708 | ||||
Ending Balance (in shares) at Mar. 31, 2020 | 51,763,337 | 7,749,939 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | 345,813,823 | 43,391,362 | $ 51,435 | $ 7,700 | 491,433,240 | (128,642,787) | (87,090,486) | (1,955,335) | 273,803,767 | 72,010,056 | 146,426,164 | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 51,435,124 | 7,699,893 | |||||||||||||
Ending Balance at Jun. 30, 2020 | 271,955,685 | 51,374,754 | $ 52,119 | $ 7,801 | 491,870,566 | (146,094,279) | (130,655,858) | (6,096,431) | 209,083,918 | 62,871,767 | 146,379,708 | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 52,118,882 | 7,801,216 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | 345,813,823 | 43,391,362 | $ 51,435 | $ 7,700 | 491,433,240 | (128,642,787) | (87,090,486) | (1,955,335) | 273,803,767 | 72,010,056 | 146,426,164 | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | 51,435,124 | 7,699,893 | |||||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (49,824,486) | ||||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (6,550,455) | ||||||||||||||
Interest rate swap and cap contract gains (losses) | (3,509,682) | ||||||||||||||
Ending Balance at Sep. 30, 2020 | 256,678,555 | 54,116,173 | $ 52,454 | $ 7,853 | 492,156,465 | (155,013,319) | (136,914,972) | (4,902,696) | 195,385,785 | 61,292,770 | 146,379,708 | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 52,453,575 | 7,852,830 | |||||||||||||
Beginning Balance at Mar. 31, 2020 | 290,397,608 | 47,370,901 | $ 51,763 | $ 7,750 | 491,623,649 | (137,311,513) | (122,164,437) | (6,703,165) | 225,504,047 | 64,893,561 | 146,379,708 | ||||
Beginning Balance (in shares) at Mar. 31, 2020 | 51,763,337 | 7,749,939 | |||||||||||||
Offering costs | (22) | (22) | (22) | ||||||||||||
Changes to redeemable common stock | (4,011,353) | 4,011,353 | (4,011,353) | (4,011,353) | |||||||||||
Redemptions of common stock | (1) | (7,500) | $ (1) | (1) | |||||||||||
Redemptions of common stock (in shares) | (750) | ||||||||||||||
Issuance of restricted stock | 24 | $ 24 | 24 | ||||||||||||
Issuance of restricted stock (in shares) | 23,725 | ||||||||||||||
Distributions | (8,782,766) | (8,782,766) | (8,782,766) | ||||||||||||
Distributions to noncontrolling interests | (1,356,800) | (1,356,800) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 4,011,353 | $ 333 | $ 51 | 4,010,969 | 4,011,353 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 332,570 | 51,277 | |||||||||||||
Equity based compensation expense | 423,383 | 247,323 | 247,323 | 176,060 | |||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (8,491,421) | (8,491,421) | (8,491,421) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (933,443) | (933,443) | |||||||||||||
Foreign currency translation adjustment | 1,959,220 | 1,700,259 | 1,700,259 | 258,961 | |||||||||||
Foreign currency hedge contract gain (loss) | (1,932,451) | (1,677,000) | (1,677,000) | (255,451) | |||||||||||
Interest rate swap and cap contract gains (losses) | 672,354 | 583,475 | 583,475 | 88,879 | |||||||||||
Ending Balance at Jun. 30, 2020 | 271,955,685 | 51,374,754 | $ 52,119 | $ 7,801 | 491,870,566 | (146,094,279) | (130,655,858) | (6,096,431) | 209,083,918 | 62,871,767 | 146,379,708 | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 52,118,882 | 7,801,216 | |||||||||||||
Offering costs | (4,966) | (4,966) | (4,966) | ||||||||||||
Changes to redeemable common stock | (4,011,063) | 4,011,063 | (4,011,063) | (4,011,063) | |||||||||||
Redemptions of common stock | (1,269,644) | ||||||||||||||
Distributions | (8,919,040) | (8,919,040) | (8,919,040) | ||||||||||||
Distributions to noncontrolling interests | (1,406,034) | (1,406,034) | |||||||||||||
Issuance of shares for distribution reinvestment plan | 4,011,063 | $ 335 | $ 52 | 4,010,676 | 4,011,063 | ||||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 334,693 | 51,614 | |||||||||||||
Equity based compensation expense | 523,031 | 291,252 | 291,252 | 231,779 | |||||||||||
Net loss attributable to SmartStop Self Storage REIT, Inc. stockholders | (6,259,114) | (6,259,114) | (6,259,114) | ||||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (585,360) | (585,360) | |||||||||||||
Foreign currency translation adjustment | 1,069,449 | 928,902 | 928,902 | 140,547 | |||||||||||
Foreign currency hedge contract gain (loss) | (988,609) | (858,687) | (858,687) | (129,922) | |||||||||||
Interest rate swap and cap contract gains (losses) | 1,293,513 | 1,123,520 | 1,123,520 | 169,993 | |||||||||||
Ending Balance at Sep. 30, 2020 | $ 256,678,555 | $ 54,116,173 | $ 52,454 | $ 7,853 | $ 492,156,465 | $ (155,013,319) | $ (136,914,972) | $ (4,902,696) | $ 195,385,785 | $ 61,292,770 | $ 146,379,708 | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 52,453,575 | 7,852,830 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (49,262,919) | $ (20,773,868) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 32,038,383 | 29,750,462 |
Change in deferred tax liability | (3,299,330) | (409,649) |
Accretion of fair market value adjustment of secured debt | (98,337) | (98,850) |
Amortization of debt issuance costs | 2,832,240 | 2,997,801 |
Equity based compensation expense | 1,166,017 | 208,496 |
Contingent earnout adjustment | (5,100,000) | 300,000 |
Impairment of goodwill and intangible assets | 36,465,732 | 0 |
Impairment of investments in Managed REITs | 4,376,879 | 0 |
Unrealized foreign currency and derivative (gains) losses | 163,216 | (630,864) |
Net loss on extinguishment of debt | 0 | 1,487,867 |
Gain resulting from acquisition of unconsolidated affiliates | 0 | (8,017,353) |
Increase (decrease) in cash from changes in assets and liabilities: | ||
Other assets, net | 558,553 | (363,480) |
Accounts payable and accrued liabilities | 3,077,198 | 4,410,733 |
Managed REITs receivables | (48,302) | 33,685 |
Due to affiliates | (320,134) | (752,631) |
Net cash provided by operating activities | 22,549,196 | 8,142,349 |
Cash flows from investing activities: | ||
Purchase of real estate | (612,892) | (9,435,343) |
Additions to real estate | (11,761,393) | (7,993,081) |
Deposits on acquisition of real estate | (148,367) | (200,000) |
Settlement of foreign currency hedges | 398,951 | 1,064,287 |
SSGT Mergers, net of cash acquired | 0 | (345,538,595) |
Self Administration Transaction, net of cash acquired | 0 | (3,292,958) |
Purchase of foreign currency hedge | 0 | (147,347) |
Settlement of company owned life insurance | 0 | 3,122,962 |
Sale of real estate joint venture | 0 | 3,357,814 |
Net cash used in investing activities | (18,558,701) | (359,062,261) |
Cash flows from financing activities: | ||
Gross proceeds from issuance of debt | 338,466 | 531,334,779 |
Repayment of debt | 0 | (141,088,724) |
Scheduled principal payments on debt | (516,897) | (566,816) |
Debt issuance costs | (4,494) | (8,514,829) |
Stock issuance and offering costs | (519,456) | (509,512) |
Debt defeasance costs | 0 | (1,690,703) |
Redemption of common stock | (438,783) | (5,331,329) |
Redemption of noncontrolling interest | 0 | (200,000) |
Distributions paid to preferred stockholders | (6,305,722) | 0 |
Distributions paid to common stockholders | (14,311,105) | (13,607,658) |
Distributions paid to noncontrolling interest in OP | (4,124,617) | (1,079,696) |
Net cash provided by (used in) financing activities | (25,929,065) | 358,745,512 |
Impact of foreign exchange rate changes on cash and restricted cash | (98,343) | 96,122 |
Change in cash, cash equivalents, and restricted cash | (22,036,913) | 7,921,722 |
Cash, cash equivalents, and restricted cash beginning of period | 68,571,123 | 14,012,208 |
Cash, cash equivalents, and restricted cash end of period | 46,534,210 | 21,933,930 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 25,021,817 | 26,457,563 |
Supplemental disclosure of noncash activities: | ||
Issuance of shares pursuant to distribution reinvestment plan | 12,001,955 | 12,059,591 |
Distributions payable | 6,017,893 | 3,326,601 |
Additions to real estate and construction in process included in accounts payable | 250,172 | 864,237 |
Deposits applied to the purchase of real estate | 200,000 | 0 |
Redemption of common stock included in accounts payable and accrued liabilities | 1,269,644 | 405,971 |
Issuance of units in our Operating Partnership | 0 | 18,800,000 |
Debt assumed in SSGT Mergers | 0 | 5,038,435 |
Net liabilities assumed in SSGT Mergers | 0 | 1,712,596 |
Write-off of unamortized debt issuance costs | 0 | 356,519 |
Debt assumed in the Self Administration Transaction | 0 | 19,219,126 |
Deferred tax liabilities related to the Self Administration Transaction | 0 | 7,415,654 |
Accounts payable and other accrued liabilities assumed in the Self Administration Transaction | 0 | 722,286 |
Transfer of other assets to debt issuance costs | 0 | 1,075,000 |
SSGT Mergers | ||
Supplemental disclosure of noncash activities: | ||
Issuance of units in our Operating Partnership | 0 | 4,217,399 |
Self Administration Transaction | ||
Supplemental disclosure of noncash activities: | ||
Issuance of units in our Operating Partnership | 0 | 63,643,000 |
Limited Partner | ||
Supplemental disclosure of noncash activities: | ||
Contingent earnout consideration issued in the Self Administration Transaction | 0 | 30,900,000 |
Preferred Stock | ||
Cash flows from investing activities: | ||
Preferred equity investment in SSGT II | (6,435,000) | 0 |
Cash flows from financing activities: | ||
Stock issuance and offering costs | $ (46,457) | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | Note 1. Organization SmartStop Self Storage REIT, Inc, a Maryland corporation (the “Company”), is a self-managed and fully-integrated self storage real estate investment trust (“REIT”), formed on January 8, 2013, under the Maryland General Corporation Law. The Company’s year-end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries. On June 28, 2019, we acquired the self storage advisory, asset management and property management businesses and certain joint venture interests (the “Self Storage Platform”) of SmartStop Asset Management, LLC, our former sponsor (“SAM”), along with certain other assets of SAM (collectively, the “Self Administration Transaction”). As a result of the Self Administration Transaction, Strategic Storage Property Management II, LLC and SS Growth Property Management, LLC (together, our “Former External Property Managers”). Prior to the Self Administration Transaction, our Former External Advisor was responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement and our properties were previously managed by our Former External Property Managers pursuant to property management agreements Potential SST IV Merger On November 10, 2020, the Company, SST IV, and SST IV Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of the Company (“SST IV Merger Sub”), entered into a definitive Agreement and Plan of Merger (the “SST IV Merger Agreement”). Pursuant to the SST IV Merger Agreement, the Company will acquire SST IV by way of a merger of SST IV with and into SST IV Merger Sub, with SST IV Merger Sub being the surviving entity (the “SST IV Merger”). The SST IV Merger is expected to close during the first half of 2021. Assuming all of the conditions of the SST IV Merger are satisfied and the SST IV Merger is consummated in accordance with the terms in the SST IV Merger Agreement, the Company will acquire all of the real estate owned by SST IV, consisting of (i) 24 self storage facilities located in 9 states comprising approximately 18,000 self storage units and approximately 2.0 million net rentable square feet, and (ii) SST IV’s 50% equity interest in five unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada (the “JV Properties”). See Note 16 - Subsequent Events, for additional information related to the SST IV Merger. Offering Related Our Articles of Amendment and Restatement, as amended and supplemented, authorize 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, 200,000 shares of which have been classified as Series A Convertible Preferred Stock. 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 January 9, 2017, our 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, prior to the termination of our Offering, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $ 100.9 million in shares under our distribution reinvestment plan (our “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. As of September 30, 2020, we had sold approximately 5.0 million Class A Shares and approximately 0.8 million Class T Shares for approximately $ 52.1 million and $ 8.0 million, respectively, in our DRP Offering. On October 29, 2019 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase up to $200 million in shares (the aggregate shares to be purchased, the “Preferred Shares”) of our Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), in one or more closings (each, a “Closing,” and collectively, the “Closings”). The initial closing (the “Initial Closing”) in the amount of $150 million occurred on the Commitment Date, and the second and final closing in the amount of $50 million occurred on October 26, 2020. See Note 16 - Subsequent Events, for additional information. The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is redeemed or repurchased in full. See Note 8, Preferred Equity, for additional information. As of September 30, 2020, we owned 112 self storage facilities located in 17 states (Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, Nevada, North Carolina, Ohio, South Carolina, Texas and Washington) and Canada (the Greater Toronto Area). On April 20, 2020, our board of directors, upon recommendation of our Nominating and Corporate Governance Committee, approved an estimated value per share of our common stock of $10.40 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, 2019. As a result of the calculation of our estimated value per share, beginning in May 2020, shares sold pursuant to our distribution reinvestment plan are being sold at the estimated value per share of $10.40 for both Class A Shares and Class T Shares. Prior to the termination of our Primary Offering, Select Capital Corporation, a California corporation (our “Former Dealer Manager”), was responsible for marketing our shares offered pursuant to our Primary Offering. SAM indirectly owns a 15% non-voting equity interest in our Former Dealer Manager. Now that our Primary Offering has terminated, our Former Dealer Manager no longer provides such services for us. However, we pay our Former Dealer Manager an ongoing stockholder servicing fee with respect to the Class T Shares sold. Please see Note 11 – Related Party Transactions – Former Dealer Manager Agreement. Other Corporate History Our Operating Partnership was formed on January 9, 2013. During 2013, our Former External 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. See Note 4, Self Administration Transaction, for additional information. 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. Our Operating Partnership owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we own. As of September 30, 2020, we owned approximately 86.5% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 13.5% of the common units are owned indirectly by SAM and affiliates of our Former Dealer Manager. 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 SmartStop TRS, Inc. (our “TRS”), which is a wholly-owned subsidiary of our Operating Partnership. On October 1, 2018, we, our Operating Partnership, and SST II Growth Acquisition, LLC, our wholly-owned subsidiary (“Merger Sub”), entered into an Agreement and Plan of Merger (the “SSGT Merger Agreement”) with Strategic Storage Growth Trust, Inc. (“SSGT”), a non-traded REIT then sponsored by SAM, and SS Growth Operating Partnership, L.P. (“SSGT OP”). Pursuant to the terms and conditions set forth in the Merger Agreement, on January 24, 2019: (i) we acquired SSGT by way of a merger of SSGT with and into Merger Sub, with Merger Sub being the surviving entity (the “SSGT REIT Merger”); and (ii) immediately after the SSGT REIT Merger, SSGT OP merged with and into our Operating Partnership, with the Operating Partnership continuing as the surviving entity and remaining a subsidiary of the Company (the “SSGT Partnership Merger” and, together with the SSGT REIT Merger, the “SSGT Mergers”). SSGT was a REIT with stated investment objectives to acquire opportunistic self storage properties, including development and lease-up properties. See Note 3, Real Estate Facilities—Merger with Strategic Storage Growth Trust, Inc., for additional information related to the SSGT Mergers. COVID-19 The glob al economy has continued to be adversely impacted by the COVID-19 pandemic, including in the United States and in the markets in which we operate. The COVID-19 pandemic and the resulting effects, including shutdowns or weakness in national, regional and local economies have affected our business. While many of the factors underlying the demand for self storage improved during the third quarter, future governmental orders or broad economic weakness could adversely impact our business, financial condition, liquidity and results of operations, however, the extent and duration to which our operations will be impacted is highly uncertain and cannot be predicted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, and December 31, 2019, we were not a party to any other contracts/interests that would be deemed to be variable interest in VIEs other than our Tenant Programs joint ventures with SST IV and SSGT II which were acquired in the Self Administration Transaction, which are consolidated. Equity Investments Under the equity method, our investments will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and impairments, as applicable. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments. Investments in and Advances to Managed REITs As of September 30, 2020, and December 31, 2019, we owned equity investments with a carrying value of approximately $7.9 million, and $5.8 million, respectively, in the Managed REITs; such amounts are included in Investments in and advances to Managed REITs within our Consolidated Balance Sheets. We account for these investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the Managed REITs’ operating and financial policies through our advisory and property management agreements with the respective Managed REITs. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for our share of equity in the respective Managed REIT’s earnings and reduced by distributions. Also included in Investments in and advances to Managed REITs as of September 30, 2020 are receivables from the Managed REITs of approximately $320,000. As of December 31, 2019, receivables from the Managed REITs approximated $275,000. For additional discussion, . Noncontrolling Interests in Consolidated Entities We account for the noncontrolling interests in our Operating Partnership and the noncontrolling interests in our Tenant Programs joint ventures with SST IV and SSGT II 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 partners, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interests are reflected as a noncontrolling interests in the accompanying consolidated balance sheets. We also consolidate our interests in the SST IV and SSGT II Tenant Programs and present the minority interests as noncontrolling interests in the accompanying consolidated balance sheets. The noncontrolling interests shall be attributed their share of income and losses, even if that attribution results in a deficit noncontrolling interests balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of indefinite and long-lived assets and goodwill, and the estimated useful lives of real estate assets and intangibles. Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through 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 a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values as of the date of acquisition. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant . Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded none and approximately $13.6 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2020 and 2019, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of 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. Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the nine months ended September 30, 2020 and 2019, our property acquisitions did not meet the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisitions did not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the three months ended September 30, 2020 and 2019, we expensed approximately $470,000 and $26,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. During the nine months ended September 30, 2020 and 2019, we expensed approximately $594,000 and $194,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. Purchase Price Allocation for the Acquisition of a Business Should the initial accounting for an acquisition that meets the definition of a business be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we may 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 record those adjustments to our financial statements. We apply any measurement period adjustments in the period in which the provisional amounts are finalized. As discussed in Note 4, the Self Administration Transaction was an acquisition of a business. Evaluation of Possible Impairment of Real Property Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our real property 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 real property 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 real property assets to the fair value and recognize an impairment loss. For the three and nine months ended September 30, 2020 and 2019, no impairment losses related to our real property assets were recognized. Goodwill Valuation We initially recorded goodwill of approximately $78.4 million as a result of the Self Administration Transaction. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual impairment test for goodwill, and between annual tests, we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. In our impairment test of goodwill, we perform a quantitative analysis to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized. See Note 5—Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. Trademarks In connection with the Self Administration Transaction, we initially recorded $19.8 million associated with the two primary trademarks acquired. Prior thereto we had no amounts recorded related to trademarks. Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name. We used the following significant projections and assumptions to determine fair value under the relief from royalty method: revenues; royalty rate; tax expense; terminal growth rate; and discount rate. For the SmartStop ® ® The total estimated future amortization expense of the “Strategic Storage ® We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future. See Note 5 - Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. Revenue Recognition Self Storage Operations Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets, and contractually due but unpaid rent is included in other assets. Managed REIT Platform We earn property management and asset management revenue, pursuant to the respective property management and advisory agreement contracts, in connection with providing services to the Managed REITs. We have determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for the property management services and asset management services are satisfied as the services are rendered. While we are compensated for our services on a monthly basis, these services represent a series of distinct daily services in accordance with ASC 606. Such revenue is recorded in the Managed REIT Platform revenue line within our consolidated statements of operations. The Managed REITs’ advisory agreements also provide for reimbursement to us of our direct and indirect costs of providing administrative and management services to the Managed REITs. These reimbursements include costs incurred in relation to organization and offering services provided to the Managed REITs and the reimbursement of salaries, bonuses, and other expenses related to benefits paid to our employees while performing services for the Managed REITs. T he Managed REITs’ property management agreements also provide r eimbursement to us for the property manager’s costs of managing the properties. Reimbursable costs include wages and salaries and other expenses that arise in operating, managing and maintaining the Managed REITs’ properties. Under ASC 606, direct reimbursement of such costs does not represent a separate performance obligation from our obligation to perform property management and asset management services. The reimbursement income is considered variable consideration, and is recognized as the costs are incurred, subject to limitations on the Managed REIT Platform’s ability to incur offering costs or limitations imposed by the advisory agreements. We have elected to separately record such revenue in the Reimbursable costs from Managed REITs line within our consolidated statements of operations. Additionally, we earn revenue in connection with our Tenant Programs joint ventures with our Managed REITs. We also earn development and construction management revenue from services we provide in connection with the project design, coordination and oversite of development and certain capital improvement projects undertaken by the Managed REITs. We recognize such revenue in the Managed REIT Platform revenue line within our consolidated statements of operations. See Note 11 – Related Party Transactions, for additional information regarding revenue generated from our Managed REIT Platform . Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records a general reserve estimate 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 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 30-40 years Site Improvements 7-10 years Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives, generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2020, the gross amount allocated to in-place lease intangibles was approximately $46.6 million and accumulated amortization of in-place lease intangibles totaled approximately $45.2 million. As of December 31, 2019, the gross amounts allocated to in-place lease intangibles were approximately $46.8 million and accumulated amortization of in-place lease intangibles totaled approximately $40.4 million. The total estimated future amortization expense of intangible assets related to our self storage properties for the years ending December 31, 2020, 2021, 2022, 2023, 2024, and thereafter is approximately $25,000, $0.1 million, $0.1 million, $0.1 million, $0.1 million, and $1.0 million, respectively. In connection with the Self Administration Transaction, we allocated a portion of the consideration to the contracts that we acquired related to the Managed REITs and the customer relationships related to the Tenant Programs joint ventures. For these intangibles, we are amortizing such amounts on a straight-line basis over the estimated benefit period of the contracts and customer relationships. As of September 30, 2020, the gross amount of the intangible assets related to the Managed REITs contracts and the customer relationships related to the Tenant Programs joint ventures was approximately $18.1 million and accumulated amortization of those intangibles totaled approximately $6.3 million. As of December 31, 2019, the gross amount of the intangibles related to the Managed REITs contracts and the customer relationships related to the Tenant Programs joint ventures was approximately $26.5 million and accumulated amortization of those intangibles totaled approximately $2.9 million. The total estimated future amortization expense for such intangible assets for the years ending December 31, 2020, 2021, 2022, 2023, 2024 and thereafter is approximately $1.0 million, $2.9 million, $2.9 million, $2.9 million, $1.8 million, and $0.3 million, respectively. We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future. See Note 5 - Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. Debt Issuance Costs 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 7). 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 September 30, 2020, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $11.9 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $7.1 million. As of December 31, 2019, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $11.9 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $4.3 million. Organizational and Offering Costs We pay our Former 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% Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All adjustments related to amounts classified as long term net equity investments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Changes in equity investments not classified as long term are recorded in other income (expense) and represented a gain of approximately $0.3 million and a loss of approximately $0.2 million for the three months ended September 30, 2020 and 2019, respectively, and represented a loss of approximately $0.3 million and a gain of approximately $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. Redeemable Common Stock We adopted a share redemption program (“SRP”) that enables stockholders to sell their shares to us in limited circumstances. We record amounts that are redeemable under the SRP 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 SRP is limited to the number of shares we can repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. When we determine we have a mandatory obligation to repurchase shares under the SRP, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. On August 26, 2019, our board of directors approved a partial suspension of our SRP, effective as of September 27, 2019, so that common shares were redeemable at the option of the holder only in connection with (i) death or disability of a stockholder, (ii) confinement to a long-term care facility, or (iii) other exigent circumstances n March 30, 2020, our board of directors approved the complete suspension of our SRP, effective on April 29, 2020. Due to the complete suspension, we were unable to honor redemption requests made during the quarter ended March 31, 2020 or the quarter ended June 30, 2020. On August 20, 2020, our board of directors determined that it would be in our best interests to partially reinstate the SRP, effective as of September 23, 2020, solely for redemptions sought in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility. Our board of directors also authorized us to honor redemption requests made pursuant to exigent circumstances that were pending at the time of the complete suspension of our SRP and that had not been revoked. For the year ended December 31, 2019, we received redemption requests totaling approximately $4.9 million (approximately 0.5 million shares), approximately $4.5 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $0.4 million included in accounts payable and accrued liabilities as of December 31, 2019, and fulfilled in January 2020. During the six months ended June 30, 2020, approximately 0.1 million shares, or $1.3 million, were requested to be redeemed; however, due to the suspension of our SRP, no such share redemption requests were fulfilled. During the three months ended September 30, 2020, approximately $ 0.7 million (approximately 0.1 million shares), were then requested to be redeemed. On October 30, 2020, requests that were previously requested during the six months ended June 30, 2020 and had not been rescinded, as well as the requests from the three months ended September 30, 2020, were redeemed, such redemptions totaled approximately 0.1 million shares, or $ 1.3 million , and were included in accounts payable and accrued liabilities as of September 30, 2020 . Accounting for Equity Awards We issue equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”), both of which may be issued subject to either For time based awards granted which contain a graded vesting schedule, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For performance based awards, compensation cost is recognized over the requisite service period if and when we determine the performance condition is probable of being achieved. Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we use when measuring fair value: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety. The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions along with the assets and liabilities described in Note 4 - Self Administration Transaction. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. Additionally, certain such assets and liabilities are required to be fair valued periodically or valued pursuant to ongoing impairment analyses and have been valued subsequently utilizing the same techniques noted above. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. The table below summarizes our fixed rate notes payable at September 30, 2020, and December 31, 2019. 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 paya |
Real Estate Facilities
Real Estate Facilities | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in real estate facilities during the nine months ended September 30, 2020: Real estate facilities Balance at December 31, 2019 $ 1,173,825,368 Real estate acquisitions 812,892 Construction in process placed in service 13,389,703 Impact of foreign exchange rate changes (4,145,778 ) Improvements and additions 7,155,135 Balance at September 30, 2020 $ 1,191,037,320 Accumulated depreciation Balance at December 31, 2019 $ (83,692,491 ) Depreciation expense (23,136,367 ) Impact of foreign exchange rate changes 272,635 Balance at September 30, 2020 $ (106,556,223 ) Land Acquisition – Riverview, Florida On July 21, 2020, we purchased an undeveloped parcel of land adjacent to our existing Riverview, Florida self storage facility for $800,000, plus closing costs. We acquired the parcel from an unaffiliated third party and are in process of expanding our existing self storage facility on the newly acquired land; thereby adding approximately 170 units and approximately 25,000 rentable square feet. We expect development to be completed in the second or third quarter of 2021. Potential Acquisitions On June 2, 2020, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a plot of land (the “Etobicoke Property”) in the city of Toronto. On September 1, 2020, we executed a second purchase and sale agreement with the same seller for the acquisition of another plot of land (the “Scarborough Property”) in the city of Toronto. We intend on developing both the Etobicoke Property and the Scarborough Property into self storage facilities. The purchase price for the Etobicoke Property and the Scarborough Property are each approximately $2.2 million CAD, with adjustment factors to the purchase price based on the final surveys, plus closing costs. We expect to complete the acquisition of the Etobicoke Property and the Scarborough Property in the second half of 2021, and first half of 2022, respectively; however, there can be no assurances that we will complete the acquisitions. If we fail to acquire the Etobicoke Property or the Scarborough Property, in addition to the incurred acquisition costs, we may also forfeit earnest money deposits as a result. Merger with Strategic Storage Growth Trust, Inc. On October 1, 2018, we, our Operating Partnership, and SST II Growth Acquisition, LLC, our wholly-owned subsidiary (“Merger Sub”), entered into an Agreement and Plan of Merger (the “SSGT Merger Agreement”) with Strategic Storage Growth Trust, Inc. (“SSGT”), a non-traded REIT then sponsored by SAM, and SS Growth Operating Partnership, L.P. (“SSGT OP”). Pursuant to the terms and conditions set forth in the SSGT Merger Agreement, on January 24, 2019: (i) we acquired SSGT by way of a merger of SSGT with and into Merger Sub, with Merger Sub being the surviving entity (the “SSGT REIT Merger”); and (ii) immediately after the SSGT REIT Merger, SSGT OP merged with and into our Operating Partnership, with the Operating Partnership continuing as the surviving entity and remaining a subsidiary of the Company (the “SSGT Partnership Merger” and, together with the SSGT REIT Merger, the “SSGT Mergers”). The proceeds used to fund the SSGT Mergers and the repayment of approximately $141 million of our outstanding debt were funded by the SSGT Merger Financings, totaling approximately $500 million, as described in Note 7. At the effective time of the SSGT Partnership Merger, each outstanding unit of partnership interest in SSGT OP was converted automatically into 1.127 units of partnership interest in our Operating Partnership, which resulted in approximately 396,000 SSGT was a REIT with stated investment objectives to acquire opportunistic self storage properties, including development, and lease-up properties. Additionally, we obtained the rights to acquire a self storage facility which was under development located in Gilbert, Arizona that was previously under contract with SSGT and was acquired by us in July 2019. The following table reconciles the total consideration transferred during the SSGT Mergers: Fair value of consideration transferred: Cash $ 346,231,561 (1) Issuance of limited partnership units in our Operating Partnership to SS Growth Advisor, LLC 4,217,399 Total consideration transferred $ 350,448,960 (1) The approximately $346 million cash consideration consisted of approximately $320 million paid to the SSGT stockholders, approximately $19 million of SSGT debt that was repaid at closing, approximately $5 million of other SSGT liabilities paid at closing, and approximately $1 million in transaction costs. |
Self Administration Transaction
Self Administration Transaction | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Self Administration Transaction | Note 4. Self Administration Transaction Overview On June 28, 2019, we, our Operating Partnership and our TRS entered into a series of transactions, agreements, and amendments to our existing agreements and arrangements with our then-sponsor SAM and SmartStop OP Holdings, LLC (“SS OP Holdings”), a subsidiary of SAM, pursuant to which, effective June 28, 2019, we acquired the self storage advisory, asset management and property management businesses and certain joint venture interests of SAM, along with certain other assets of SAM. As a result of the Self Administration Transaction, Agreements Contribution Agreement On June 28, 2019, we along with our Operating Partnership, as contributee, and SAM and SS OP Holdings, as contributor, entered into a Contribution Agreement (the “Contribution Agreement”) whereby the Operating Partnership acquired the Self Storage Platform and certain other assets, including (a) SAM’s, or its subsidiaries’, 100% membership interests in our Former External Advisor and Former External Property Managers, the advisor and property manager for SST IV, the advisor and property manager for SSGT II, entities related to the Tenant Programs joint ventures, and certain entities related to SAM’s self storage business in Canada ; (b) all equipment, furnishings, fixtures and computer equipment as set forth in the Contribution Agreement; (c) certain personal property as set forth in the Contribution Agreement; (d) all intellectual property, goodwill, licenses and sublicenses granted and obtained with respect thereto (including all rights to the “SmartStop®” brand and “Strategic Storage®” related trademarks); (e) SAM’s processes, practices, procedures and workforce related to the self storage business (then consisting of a total of approximately 350 on-site self storage employees, regional and district managers, other personnel and the then current executive management team of the Company); and (f) certain other assets as set forth in the Contribution Agreement, in exchange for $769,126 in cash, and 8,698,956 Class A-1 limited partnership units of the Operating Partnership (“Class A-1 Units”) and 3,283,302 Class A-2 limited partnership units of the Operating Partnership (“Class A-2 Units”). Third Amended and Restated Limited Partnership Agreement and Redemption of Limited Partner Interest Agreement On June 28, 2019, we entered into the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Operating Partnership Agreement”), which amended and superseded the Second Amended and Restated Limited Partnership Agreement (the “Former OP Agreement”), and a Redemption of Limited Partner Interest Agreement (the “Redemption of Limited Partner Interest Agreement”) with the Former External Advisor and the Operating Partnership, pursuant to which the Operating Partnership redeemed all of the limited partnership interests held by the Former External Advisor in the Operating Partnership. As a result of the Redemption of Limited Partner Interest Agreement and the Self Administration Transaction, the Former External Advisor’s parent entity, SAM and its affiliates no longer hold either their previously existing 20,000 limited partnership units or their special limited partnership interest in the Operating Partnership; however, SAM received cash of $200,000 and also now holds Class A-1 Units and Class A-2 Units in the Operating Partnership, as further described below. In addition, the revised Operating Partnership Agreement created two new classes of units issued to SS OP Holdings in connection with the Self Administration Transaction: Class A-1 Units and Class A-2 Units. The Class A-1 Units are subject to the general restrictions on transfer contained in the Operating Partnership Agreement. In addition, until June 28, 2021 (the “Lock-Up Expiration”), the Class A-1 Units may not be sold, pledged, or otherwise transferred or encumbered except in certain limited circumstances set forth in the Contribution Agreement. The Class A-1 Units are otherwise entitled to all rights and duties of the Class A limited partnership units in the Operating Partnership, including cash distributions and the allocation of any profits or losses in the Operating Partnership. The Class A-2 Units may convert into Class A-1 Units as earnout consideration, as described below. The conversion features of the Class A-2 Units are as follows: (A) the first time the aggregate incremental assets under management (“AUM”) (as defined in the Operating Partnership Agreement) of the Operating Partnership equals or exceeds one-third one-third one-third The Redemption of Limited Partner Interest Agreement contained various customary representations and warranties. Membership Interest Purchase Agreement – Ladera Office On June 28, 2019, immediately following the Self Administration Transaction, SAM and its then wholly-owned subsidiary, 10 Terrace Rd, LLC (“10 Terrace Rd”), and SmartStop Storage Advisors, LLC (“SSA”), our indirect subsidiary, entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”), pursuant to which SSA purchased 100% of the membership interests in 10 Terrace Rd for $6.5 million, payable through the assumption of existing debt in the amount of approximately $4.2 million, and cash in the amount of approximately $2.3 million. 10 Terrace Rd is the owner of an office condominium located at 10 Terrace Rd., Ladera Ranch, California (the “Ladera Office”) which, as a result of the Membership Interest Purchase Agreement, we now indirectly own. The Ladera Office houses our corporate headquarters. Fair Value of Consideration Transferred We accounted for the Contribution Agreement and Membership Interest Purchase Agreement discussed above as a business combination under the acquisition method of accounting. During the nine months ended September 30, 2019, we incurred approximately $1.6 million for legal fees and fees and expenses of our other professional and financial advisors related to the Self Administration Transaction, which are included in the self administration transaction expenses line-item in the accompanying consolidated statements of operations. The estimated fair value of the consideration transferred totaled approximately $111.3 million and consisted of the following: Estimated Fair Value of Consideration Transferred Cash (1) $ 3,918,185 Class A-1 Units 63,643,000 Class A-2 Units (contingent earnout) 30,900,000 Total Consideration Transferred 98,461,185 Fair value of our preexisting 50% equity interests 12,800,000 Total $ 111,261,185 (1) As a result of this acquisition, we remeasured the book value of our preexisting 50% equity method investments in our Tenant Programs joint ventures to fair value, which resulted in a gain of approximately $8.0 million which was presented in the gain resulting from acquisition of unconsolidated affiliates line-item in our consolidated statements of operations as of the date of the acquisition. The fair values of the Tenant Programs joint ventures were determined based on a discounted cash flow valuation of the projected cash flows. The estimated fair value of the Class A-1 Units issued was determined using the Company’s then current net asset value, which was based on an income approach to value the properties and the valuation of the assets acquired in the Self Administration Transaction, as described herein, adjusted for market related adjustments and illiquidity discounts. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as discussed in Note 2. The key assumptions used in estimating the fair value of the Class A-1 Units and Class A-2 Units consideration included (i) a marketability discount of 5%, (ii) a capitalization rate of 5.16%, and (iii) annual net operating income. The estimated fair value of the contingent earnout, Class A-2 Units, was determined using the net asset value calculation described above and further adjusted based on a discounted probability weighted forecast of achieving the requisite AUM thresholds. Subsequent to the completion of the Self Administration Transaction, such liability is required to be recorded at fair value. For additional information, see Note 5 – Self Administration Transaction – Intangible Assets, Goodwill and Certain Other Assets and Liabilities. As of September 30, 2020, we have added incremental assets under management of approximately $219 million since the close of the Self Administration Transaction. Allocation of Consideration The consideration transferred pursuant to the Self Administration Transaction was allocated to the assets acquired and liabilities assumed, based upon their estimated fair values as of the acquisition date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed: Identifiable Assets Acquired at Fair Value Cash and cash equivalents $ 36,443 Restricted cash 94,999 Land 975,000 Building 5,389,000 Site Improvements 136,000 Equipment, furniture and fixtures 651,000 Investments in Managed REITs 5,600,000 Other assets 1,084,629 Intangibles - customer relationships 1,600,000 Trademarks 19,800,000 Intangibles - management contracts 24,900,000 Total identifiable assets acquired $ 60,267,071 Identifiable Liabilities Assumed at Fair Value Debt $ 19,219,126 Accounts payable and accrued expenses 722,286 Deferred tax liabilities, net 7,415,654 Total liabilities assumed $ 27,357,066 Net identifiable assets acquired $ 32,910,005 Goodwill 78,372,980 Non-controlling interest related to consolidated Tenant Programs joint ventures (21,800 ) Net assets acquired $ 111,261,185 The fair value estimate of property and equipment utilized a combination of the income, cost and market approaches, depending on the characteristics of the asset classification. The fair value of land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets. Equipment was valued based on estimated replacement cost. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. The intangible assets acquired primarily consist of trademarks and the property management and advisory contracts related to the Managed REITs. The value of the property management and advisory contracts were determined based on a discounted cash flow valuation of the projected cash flows of the acquired contracts. The deferred tax liability is the result of differences between the GAAP carrying value of certain amortizing assets and the carrying value for tax purposes related to activities which are conducted through our TRS. The goodwill recognized was supported by several factors, including that the Company becoming self-managed; additionally, the Managed REIT Platform business brings an established management platform with numerous strategic benefits including growth from new income streams and the ability to offer new products. The results of the acquisition have been included in our consolidated statements of operations since the closing date of the transaction. Fair Value of Equity Exchanged Related to the Redemption of Limited Partnership Interests In connection with the Redemption of Limited Partner Interest Agreement and the Contribution Agreement, the Former External Advisor redeemed its special limited partnership interest and 20,000 limited partnership units in the Operating Partnership in exchange for $200,000 in cash and Class A-1 Units. The exchange was accounted for as a transaction among equity holders with no gain or loss recognized. The fair value of the special limited partnership interest contributed was determined to be approximately $18.8 million, while the book value of the Class A-1 Units issued that was recorded in noncontrolling interest was approximately $9.1 million. The difference between the fair value of the special limited partnership interest received and the book value of the Operating Partnership Units issued was recorded to additional paid in capital. The estimated fair value of the Class A-1 Units issued was determined consistent with the methodology described above. The fair value of the special limited partnership interest was determined based on discounted projections of the future value of the special limited partnership interest which included various assumptions, including estimated future distributions and the related timing thereto. Administrative Services Agreement On June 28, 2019, we along with our Operating Partnership, the TRS and SSA (collectively, the “Company Parties”) entered into an Administrative Services Agreement with SAM (the “Administrative Services Agreement”), which, as amended, requires that the Company Parties will be reimbursed for providing certain operational and administrative services to SAM which may include, without limitation, accounting and financial support, IT support, HR support, advisory services and operations support, and administrative support as set forth in the Administrative Services Agreement and SAM will be reimbursed for providing certain operational and administrative services to the Company Parties which may include, without limitation, due diligence support, marketing, fulfillment and offering support, events support, insurance support, and administrative and facilities support. SAM will receive reimbursement based on the actual costs for providing its services and the Company Parties will receive monthly reimbursement based on actual cost for providing its services under the Administrative Services Agreement. SAM will also pay the Company Parties an allocation of rent and overhead for the portion it occupies in the Ladera Office. Such agreement has a term of |
Self Administration Transacti_2
Self Administration Transaction - Intangible Assets, Goodwill and Certain Other Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Self Administration Transaction - Intangible Assets, Goodwill and Certain Other Assets and Liabilities | Note 5. Self Administration Transaction - Intangible Assets, Goodwill and Certain Other Assets and Liabilities The emergence and ongoing spread of the COVID-19 pandemic caused significant volatility in the economy and the capital markets. The increase in consumer and investor uncertainty had an impact on our Managed REITs, specifically the Managed REITs’ ability to attract investor equity in the face of economic weakness and volatility. Further, starting in April 2020 various broker dealers that our Managed REITs had selling agreements with temporarily halted non-traded REIT sales within their advisory networks. Effective April 30, 2020, the Managed REITs suspended their offerings. Given the disruption that COVID-19 had on our Managed REITs and their ability to raise additional equity, accordingly we evaluated the various intangible assets and liabilities associated with the sponsorship of the Managed REITs for impairment as of March 31, 2020. Based on the above facts, we revised our capital raise projections for the Managed REITs. We then evaluated the revised projected undiscounted future cash flows of our amortizing intangible assets to determine if they exceeded their respective carrying values and we determined that certain trademarks and management contracts acquired in the Self Administration Transaction were impaired. For such assets we recorded impairments to reduce their carrying value to their respective fair values. For our indefinite-lived trademark we determined that the carrying value was in excess of its fair value and therefore recorded an impairment equal to the difference. As a result, in March 2020, we recorded impairment charges totaling approximately $11.7 million to intangible assets, consisting of approximately $3.3 million related to our trademarks, approximately $2.2 million related to the management contracts of SST IV and approximately $6.2 million related to the management contracts of SSGT II. We similarly evaluated goodwill for impairment and determined that the carrying value of the goodwill related to our Managed REIT segment was in excess of fair value, and therefore impaired and we recognized an impairment charge of approximately $24.7 million. Goodwill related to our self storage operations was not impaired. In connection with the Self Administration Transaction, we acquired a special limited partnership interest in SST IV and SSGT II. This interest, in certain situations, may entitle us to various subordinated distributions under SST IV’s and SSGT II’s operating partnership agreements. Given the revised capital projections noted above, the projected future subordinated distributions had revised estimated fair values less than their carrying values. We deemed this difference to be an other than temporary decline in value and have therefore recorded an impairment charge of approximately $ 4.4 million as of March 31, 2020 . As a result of the Self Administration Transaction, we recorded a deferred tax liability, which is the result of differences between the GAAP carrying value of certain amortizing assets and the carrying value for tax purposes of certain assets related to activities which are conducted through our TRS. As we reduced the GAAP carrying value of such assets, primarily the Managed REIT management contracts, we adjusted the value of our deferred tax liabilities by pro-rata amounts, reducing the deferred tax liabilities in aggregate by approximately $2.4 million, and recorded such adjustment as of March 31, 2020, as other income within the other line-item in our consolidated statement of operations. In connection with the Self Administration Transaction, we issued the Class A-2 Units, as a form of contingent consideration, which is required to be revalued at each reporting period, based on the discounted probability weighted forecast of achieving the requisite AUM thresholds or the occurrence of an Earnout Acceleration Event. The revised capital raise projections discussed above reduced the probability of the Class A-2 Units converting, which had the result of decreasing the estimated fair value of the contingent earnout liability from $31.1 million as of December 31, 2019 to $23.9 million as of March 31, 2020, the date of the impairment analysis. As of September 30, 2020, the estimated fair value of the contingent earnout liability is $26.0 million. |
Pro Forma Financial Information
Pro Forma Financial Information (Unaudited) | 9 Months Ended |
Sep. 30, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | |
Pro Forma Financial Information (Unaudited) | Note 6. Pro Forma Financial Information (Unaudited) The table set forth below summarizes, on a pro forma basis, the combined results of operations of the Company for the nine months ended September 30, 2020 and 2019. Such presentation reflects the Company’s acquisitions that occurred during 2019, which met the GAAP definition of a business in effect at that time, as if the acquisitions had occurred as of January 1, 2018. This pro forma information does not purport to represent what the actual consolidated results of operations of the Company would have been for the periods indicated, nor does it purport to predict the results of operations for future periods. For the Nine Months ended September 30, 2019 September 30, 2020 Pro forma revenue $ 83,770,481 $ 91,130,790 Pro forma operating expenses $ (76,609,917 ) $ (115,057,438 ) Pro forma net income (loss) attributable to common stockholders $ (22,486,573 ) $ (49,248,355 ) The pro forma financial information for the nine months ended September 30, 2020 and 2019 was adjusted to exclude none and approximately $1.6 million, respectively, for acquisition related expenses. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt The Company’s debt is summarized as follows: Encumbered Property September 30, 2020 December 2019 Interest Rate Maturity Date KeyBank CMBS Loan (1) $ 95,000,000 $ 95,000,000 3.89 % 8/1/2026 KeyBank Florida CMBS Loan (2) 52,000,000 52,000,000 4.65 % 5/1/2027 Midland North Carolina CMBS Loan (3) 46,591,442 47,048,287 5.31 % 8/1/2024 Canadian CitiBank Loan (4) 83,274,660 85,500,660 2.73 % 10/9/2021 CMBS SASB Loan (5) 235,000,000 235,000,000 3.15 % (11) 2/9/2022 CMBS Loan (6) 104,000,000 104,000,000 5.00 % 2/1/2029 Secured Loan (7) (8) 85,512,000 85,512,000 3.00 % 1/24/2022 Stoney Creek Loan (9) 5,446,364 5,591,950 4.65 % 10/1/2021 Torbarrie Loan (10) 6,125,060 5,936,996 4.65 % 9/1/2021 Ladera Office Loan 4,119,943 4,179,994 4.29 % 11/1/2026 Premium on secured debt, net 494,168 592,505 Debt issuance costs, net (4,774,227 ) (7,629,390 ) Total debt $ 712,789,410 $ 712,733,002 (1) This fixed rate 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) with monthly interest only payments until September 2021, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. (2) This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. (3) This fixed rate 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 became due monthly. (4) This variable rate loan encumbers 10 of our Canadian properties and the amounts shown above are in USD based on the foreign exchange rate in effect of the dates presented. W e purchased interest rate caps that cap CDOR at 3.0% until October 15, 2021. (5) This variable rate loan encumbers 29 properties (Morrisville, Cary, Raleigh, Vallejo, Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Port St Lucie, Sacramento, Concord, Oakland, Wellington, Doral, Naples, Baltimore, Aurora, Jones Blvd - Las Vegas, Russell Rd - Las Vegas, Riverside, Stockton, Azusa, Romeoville, Elgin, San Antonio, Kingwood). The separate assets of these encumbered properties are not available to pay our other debts. (6) This fixed rate loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts. (7) This variable rate loan encumbers 16 properties (Colorado Springs, Aurora, Phoenix, 3173 Sweeten Creek Rd - Asheville, Elk Grove, Garden Grove, Deaverview Rd - Asheville, Highland Center Blvd - Asheville, Sarasota, Mount Pleasant, Pembroke Pines, Riverview, Eastlake, McKinney, Hualapai Way - Las Vegas, Gilbert). The separate assets of these encumbered properties are not available to pay our other debts. (8) On January 29, 2019, we entered into a $161.2 million notional interest rate swap whereby LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the pay off of the Senior Term Loan, we terminated approximately $75.7 million of this interest rate swap which required a settlement payment of approximately $0.6 million. The remaining $85.5 million of the interest rate swap effectively fixed the interest rate on the Secured Loan at 5.1% until August 1, 2020. To continue hedging our interest rate risk related to this loan, we purchased an interest rate cap on August 3, 2020 with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. (9) This variable rate loan bears interest at a rate of 1.95 % plus Royal Bank of Canada Prime Rate, which was approximately 2.45 % as of September 30, 2020, and in no event shall the total interest rate fall below 4.65 % per annum. The Stoney Creek loan was assumed in the SSGT Mergers and had a balance of approximately $ 5 million USD as of the SSGT Mergers date. The Stoney Creek loan is secured by a first lien deed of trust on the Stoney Creek property and all improvements thereto, is cross-collateralized with the Torbarrie property, and is guaranteed by the Company. The amounts shown above are in USD based on the foreign exchange rate in effect as of September 30, 2020. (10) This variable rate loan bears interest at a rate of 1.95% plus Royal Bank of Canada Prime Rate, which was approximately 2.45% as of September 30, 2020, and in no event shall the total interest rate fall below 4.65% per annum. The Torbarrie loan was assumed in the SSGT Mergers and had no outstanding balance as of the date of the SSGT Mergers. The Torbarrie loan is a construction loan and is (11) This loan incurs interest at LIBOR plus 3%, which resulted in an interest rate of 3.15% as of September 30, 2020. However, in June 2019, we purchased an interest rate swap whereby LIBOR is fixed at 1.79% though February 15, 2022, which results in an effective fixed interest rate of 4.79% on this loan. The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of September 30, 2020 was approximately 3.73%. We are subject to certain restrictive covenants relating to the outstanding debt. As of September 30, 2020, we were in compliance with all such covenants. On January 24, 2019, in conjunction with the SSGT Mergers, we, through certain wholly-owned special purpose entities, entered into various financings (“SSGT Merger Financings”), as follows: Merger Financings Principal Borrowing as of Merger Date CMBS SASB Loan $ 235,000,000 CMBS Loan 104,000,000 Secured Loan 89,178,000 Senior Term Loan 72,000,000 Total $ 500,178,000 The proceeds from the SSGT Merger Financings were primarily used to facilitate the SSGT Mergers as previously described, including the payment of the SSGT merger consideration and the repayment, in full, of certain of our debt, as follows: Merger Financings Principal Repaid Raleigh/Myrtle Beach promissory note $ 11,862,471 Amended KeyBank Credit Facility 98,782,500 Oakland and Concord loan 19,443,753 $11M KeyBank Subordinate Loan 11,000,000 Total $ 141,088,724 In conjunction with the SSGT Merger Financings, we recognized a loss on extinguishment of debt of approximately $1.5 million, primarily attributable to prepayment penalties related to the CMBS SASB Loan This loan is a $235 million commercial mortgage-backed securities (“CMBS”), single-asset/single-borrower (“SASB”) financing (the “CMBS SASB Loan”) with KeyBank, National Association (“KeyBank”) and Citi Real Estate Funding Inc. or its affiliates (“Citibank”), as initial lenders (together, the “CMBS SASB Lenders”), comprised of (A) a mortgage loan in the amount of $180 million (the “CMBS SASB Mortgage Loan”) and (B) a mezzanine loan in the amount of $55 million (the “CMBS SASB Mezzanine Loan”). The CMBS SASB Mortgage Loan is secured by a first mortgage or deed of trust on each of 29 wholly owned properties (the “CMBS SASB Properties”), and the CMBS SASB Mezzanine Loan is secured by a pledge of the equity interests in the 29 special purpose entities that own the CMBS SASB Properties. Each loan has a maturity date of February 9, 2022, which may, in certain circumstances, be extended at the option of the respective borrower for two consecutive terms of one year each, as set forth in the respective loan agreement (collectively, the “CMBS SASB Loan Agreements”). Monthly payments due under the CMBS SASB Loan Agreements are interest-only, with the full principal amount becoming due and payable on the respective maturity date. The amounts outstanding under the CMBS SASB Loan Agreements bear interest at an annual rate equal to LIBOR plus 3%. In addition, pursuant to the requirements of the CMBS SASB Loan Agreements: (a) the borrower with respect to the CMBS SASB Mortgage Loan has purchased an interest rate cap with a notional amount of $180 million, with an effective date of January 24, 2019, whereby LIBOR is capped at 3% through February 15, 2022 and (b) the borrower with respect to the CMBS SASB Mezzanine Loan has purchased an interest rate cap with a notional amount of $55 million, with an effective date of January 24, 2019, whereby LIBOR is capped at 3% through February 15, 2022. On June 7, 2019, to effectively terminate our $180 million and $55 million existing interest rate caps, we sold an offsetting interest rate cap with a notional amount of $235 million, whereby LIBOR is capped at 3% through February 15, 2022. We simultaneously entered into an interest rate swap with a notional amount of $235 million, whereby LIBOR is fixed at 1.79% through February 15, 2022. None of the CMBS SASB Loan may be prepaid, in whole or in part, without satisfying certain conditions as set forth in the respective CMBS SASB Loan Agreements, such as the payment of a spread maintenance premium if the prepayment is made within the first two years. Thereafter the CMBS SASB Loan may be prepaid in whole or in part at par without penalty. The loan documents for the CMBS SASB Loan contain: customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; reserve requirements and events of default all as set forth in such loan documents. In addition, and pursuant to the terms of the limited recourse guaranties, with respect to the CMBS SASB Mortgage Loan (the “CMBS SASB Mortgage Loan Guaranty”), and with respect to the CMBS SASB Mezzanine Loan (the “CMBS SASB Mezzanine Loan Guaranty” and collectively the “CMBS SASB Guarantees”), each dated January 24, 2019, in favor of the CMBS SASB Lenders, the Company serves as a non-recourse guarantor with respect to each of the CMBS SASB Mortgage Loan and the CMBS SASB Mezzanine Loan and is subject to certain net worth and liquidity requirements, each as described in the CMBS SASB Guarantees. CMBS Loan The CMBS loan is a $104 million CMBS financing with KeyBank as lender (the “CMBS Lender”) pursuant to a mortgage loan (the “CMBS Loan”), and The amounts outstanding under the CMBS Loan bear interest at an annual fixed rate equal to 5%. Commencing two years after securitization, the CMBS Loan may be defeased in whole, but not in part, subject to certain conditions as set forth in the CMBS Loan Agreement. The loan documents for the CMBS Loan contain: customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; reserve requirements and events of default all as set forth in such loan documents. In addition, and pursuant to the terms of the limited recourse guaranty dated January 24, 2019, in favor of the CMBS Lender, the Company serves as a non-recourse guarantor with respect to the CMBS Loan. Secured Loan This represents secured financing with KeyBank, Fifth Third Bank (“Fifth Third”), and SunTrust Bank (“SunTrust”) as equal co-lenders (the “Secured Lenders”) pursuant to a mortgage loan (the “Secured Loan”). . The amounts outstanding under the Secured Loan Agreement bear interest at an annual rate equal to LIBOR plus 2.5%. On January 24, 2019, the borrowers entered into an interest rate swap arrangement with a notional amount of approximately $89.2 million, such that LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the settlement of a previously existing loan, we restructured this swap to reduce the notional amount to approximately $85.5 million, an amount equivalent to the then outstanding principal on the Secured Loan. On August 3, 2020, we purchased an interest rate cap with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. The loan documents for the Secured Loan contain: customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; reserve requirements and events of default all as set forth in such loan documents. In particular, the Secured Loan Agreement imposes certain requirements on the Company such as a total leverage ratio, tangible net worth and liquidity requirements, fixed charge coverage ratios and limits on the amount of unhedged variable rate debt exposure. On May 8, 2020, we completed an amendment to the Secured Loan with the Secured Lenders. The Secured Loan amendment revised certain financial covenants, including increasing the REIT-level liquidity covenant from $10 million to $15 million, and the addition of a REIT-level debt service coverage ratio. Additionally, the amendment added a minimum rate for LIBOR of 0.50% . Secured Loan. Canadian CitiBank Loan On October 11, 2018, we, through 10 special purpose entities wholly owned by our Operating Partnership, entered into a loan agreement with The CitiBank Loan Agreement is a term loan, the original maturity date was October 9, 2020. The loan may, in certain circumstances, be extended at our option for three consecutive terms of one year each. We exercised the first one year extension option, extending the maturity date to October 9, 2021. Monthly payments due under the CitiBank Loan Agreement are interest-only, with the full principal amount becoming due and payable on the maturity date. The amounts outstanding under the CitiBank Loan Agreement bear interest at a rate equal to the sum of the “CDOR” (as defined in the CitiBank Loan Agreement) and 2.25%. If we exercise our third extension option, the interest rate shall be increased by 0.25%. In addition, pursuant to the requirements of the CitiBank Loan Agreement, we have purchased interest rate caps with a combined notional amount of $112 million CAD, whereby the CDOR is capped at 3.00% through October 15, 2021. The following table presents the future principal payment requirements on outstanding debt as of September 30, 2020: 2020 $ 184,142 2021 96,140,324 2022 323,426,408 2023 3,384,134 2024 47,043,621 2025 and thereafter 246,890,840 Total payments 717,069,469 Premium on secured debt, net 494,168 Debt issuance costs, net (4,774,227 ) Total $ 712,789,410 |
Preferred Equity
Preferred Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Preferred Equity | Note 8. Preferred Equity Series A Convertible Preferred Stock On October 29, 2019 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase up to $200 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), in one or more closings (each, a “Closing,” and collectively, the “Closings”). The initial closing (the “Initial Closing”) in the amount of $150 million occurred on the Commitment Date, and the second and final closing in the amount of $50 million occurred on October 26, 2020. We incurred approximately $3.6 million in issuance costs related to the Series A Convertible Preferred Stock, which were recorded as a reduction to Series A Convertible Preferred stock on our consolidated balance sheets. The shares of Series A Convertible Preferred Stock rank senior to all other shares our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is redeemed or repurchased in full. The dividends are payable in arrears for the prior calendar quarter on or before the 15 th Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) aggregate purchase price of all outstanding Preferred Shares, plus any accrued and unpaid dividends (the “Liquidation Amount”) and (ii) the amount that that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such liquidation. Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series A Convertible Preferred Stock for cash at any time following the fifth anniversary of the Initial Closing. The amount of such redemption will be equal to the Liquidation Amount. Upon the listing of our common stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had such Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to the Listing, and then all of such Preferred Shares were sold in the Listing, or (ii) the Liquidation Amount, plus a premium amount (the “Premium Amount”) of 10%, 8%, 6%, 4%, or 2% if redeemed prior to the first, second, third, fourth, or fifth anniversary dates of issuance, respectively, or 0% if redeemed thereafter, as set forth in the Articles Supplementary. Upon a change of control event, we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such change of control or (ii) the Liquidation Amount, plus the Premium Amount, as set forth in the Articles Supplementary. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series A Convertible Preferred Stock have the right to require us to repurchase the Series A Convertible Preferred Stock at an amount equal to the Liquidation Amount with no Premium Amount. At any time after the earlier to occur of (i) the second anniversary of the Initial Closing or (ii) 180 days after a Listing, the holders of Series A Convertible Preferred Stock have the right to convert any or all of the Series A Convertible Preferred Stock held by such holders into common stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount by the conversion price. The conversion price is $10.66, as may be adjusted in connection with stock splits, stock dividends and other similar transactions. The holders of Series A Convertible Preferred Stock are not entitled to vote on any matter submitted to a vote of our stockholders, except that in the event that the dividend for the Series A Convertible Preferred Stock has not been paid for at least four quarters (whether or not consecutive), the holders of Series A Convertible Preferred Stock have the right to vote together with our stockholders on any matter submitted to a vote of our stockholders, upon which the holders of the Series A Convertible Preferred Stock and holders of common stock shall vote together as a single class. The number of votes applicable to a share of Series A Convertible Preferred Stock will be equal to the number of shares of common stock a share of Series A Convertible Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote. This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) our real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with our Executive Chairman as of the Commitment Date, or his affiliates, (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related and (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of our revenues for our last fiscal year. In connection with the issuance of the Series A Convertible Preferred Stock, we and the Investor also entered into an investors’ rights agreement (the “Investors’ Rights Agreement”) which provides the Investor with certain customary protections, including demand registration rights and “piggyback” registration rights with respect to our common stock issued to the Investor upon conversion of the Preferred Shares. As of September 30, 2020, there were 150,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $152.5 million, which consisted of $150 million from the Initial Closing, approximately $2.3 million of accumulated and unpaid distributions, and approximately $0.1 million of accumulated and unpaid fees on the undrawn commitment. As of December 31, 2019, there were 150,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $151.7 million, which consisted of $150 million from the Initial Closing, approximately $1.7 million of accumulated and unpaid distributions, and approximately $0.1 million of accumulated and unpaid fees on the undrawn commitment. See Note 16 - Subsequent Events, for additional information |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 9. Derivative Instruments Interest Rate Derivatives 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 use interest rate swaps and caps as part of our interest rate risk management strategy. The effective portion of the change in the fair value of the derivative that qualifies as a cash flow hedge is recorded in accumulated other comprehensive income (loss) (“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. We do not use interest rate derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in other income (expense) as income within our consolidated statements of operations. Foreign Currency Hedges 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 use foreign currency forwards and foreign currency options 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. A foreign currency option contract is a commitment by the seller of the option to deliver, solely at the option of the buyer, a certain amount of currency at a certain price on a specific date. For derivatives designated as net investment hedges, the changes in the fair value of the derivatives are reported in accumulated other comprehensive income. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The following table summarizes the terms of our derivative financial instruments as of September 30, 2020: Notional Amount Strike Effective Maturity Interest Rate Swaps: LIBOR Swap $ 235,000,000 1.79 % June 15, 2019 February 15, 2022 Interest Rate Cap: LIBOR Cap $ 80,000,000 0.50 % August 3, 2020 August 2, 2021 CDOR Cap 99,300,000 (1) 3.00 % October 11, 2018 October 15, 2021 CDOR Cap 1,000,000 (1) 3.00 % March 28, 2019 October 15, 2021 CDOR Cap 11,700,000 (1) 3.00 % May 28, 2019 October 15, 2021 Foreign Currency Forward: Denominated in CAD $ 95,000,000 (1) 1.334 February 10, 2020 February 10, 2021 (1) On January 25, 2019, we settled a $90 million CAD foreign currency forward, receiving a net settlement of approximately $2.1 million and simultaneously entered into a $95 million CAD foreign currency forward. On July 8, 2019, we settled the $95 million CAD foreign currency forward, paying a net settlement of approximately $0.6 million and simultaneously entered into a $95 million CAD currency option. On December 9, 2019 the CAD currency option expired and we simultaneously entered into a two month $95 million CAD foreign currency forward . A portion of our gain (loss) from our settled and unsettled foreign currency hedges is recorded net in foreign currency hedge contract gain (loss) in our consolidated statements of comprehensive loss, the other portion, a loss of approximately $0.4 million and a gain of approximately $0.1 million related to the ineffective portion is recorded in other income (expense) within our consolidated statements of operations for the three and nine months ended September 30, 2020, respectively. The following table summarizes the terms of our derivative financial instruments as of December 31, 2019: Notional Amount Strike Effective Maturity Interest Rate Swaps: LIBOR Swap $ 85,512,000 2.61 % January 24, 2019 August 1, 2020 (3) LIBOR Swap 235,000,000 1.79 % June 15, 2019 February 15, 2022 Interest Rate Cap: CDOR Cap $ 99,300,000 (1) 3.00 % October 11, 2018 October 15, 2021 CDOR Cap 1,000,000 (1) 3.00 % March 28, 2019 October 15, 2021 CDOR Cap 11,700,000 (1) 3.00 % May 28, 2019 October 15, 2021 Foreign Currency Option: Denominated in CAD $ 95,000,000 (1) 1.323 December 9, 2019 February 10, 2020 (2) (1) Notional amount shown is denominated in CAD. (2) We settled this forward on February 10, 2020, receiving a net settlement of approximately $ 0.5 million and simultaneously entered into another $ 95 million CAD foreign currency forward with a maturity date of February 10, 2021 . (3) The following table presents a gross presentation of the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of September 30, 2020 and December 31, 2019: Asset/Liability Derivatives Fair Value Balance Sheet Location September 30, 2020 December 31, 2019 Interest Rate Swaps Accounts payable and accrued liabilities $ 5,286,666 $ 1,695,140 Interest Rate Caps Other assets $ — $ 28,847 Foreign Currency Hedges Other assets $ — $ — Accounts payable and accrued liabilities 149,200 1,425,632 |
Segment Disclosures
Segment Disclosures | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Disclosures | Note 10. Segment Disclosures Prior to the Self Administration Transaction on June 28, 2019, we internally evaluated all of our properties and interests therein as one industry segment and, accordingly, did not report segment information. Subsequent to the Self Administration Transaction, we now operate in two reportable business segments: (i) self storage operations and (ii) our Managed REIT Platform business. Management evaluates performance based upon net operating income (“NOI”). For our self storage operations, NOI is defined as leasing and related revenues, less property level operating expenses. NOI for the Company’s Managed REIT Platform business represents Managed REIT Platform revenues less Managed REIT Platform expenses. The following tables summarize information for the reportable segments for the periods presented: Three Months Ended September 30, 2020 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 26,706,201 $ — $ — $ 26,706,201 Ancillary operating revenue 1,431,952 — — 1,431,952 Managed REIT Platform revenue — 2,051,021 — 2,051,021 Reimbursable costs from Managed REITs — 1,173,948 — 1,173,948 Total revenues 28,138,153 3,224,969 — 31,363,122 Operating expenses: Property operating expenses 9,816,774 — — 9,816,774 Managed REIT Platform expense — 329,280 — 329,280 Reimbursable costs from Managed REITs — 1,173,948 — 1,173,948 General and administrative — — 4,012,072 4,012,072 Depreciation 7,863,351 — 140,236 8,003,587 Intangible amortization expense 561,601 1,026,298 — 1,587,899 Other acquisition expenses 468,577 — — 468,577 Contingent earnout expense — 1,600,000 — 1,600,000 Total operating expenses 18,710,303 4,129,526 4,152,308 26,992,137 Operating income (loss) 9,427,850 (904,557 ) (4,152,308 ) 4,370,985 Other income (expense): Interest expense (8,048,225 ) — (45,251 ) (8,093,476 ) Interest expense – accretion of fair market value of secured debt 32,788 — — 32,788 Interest expense – debt issuance costs (950,120 ) — (2,359 ) (952,479 ) Other (139,829 ) 325,514 — 185,685 Net income (loss) $ 322,464 $ (579,043 ) $ (4,199,918 ) $ (4,456,497 ) Nine Months Ended September 30, 2020 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 77,221,013 $ — $ — $ 77,221,013 Ancillary operating revenue 3,768,213 — — 3,768,213 Managed REIT Platform revenue — 5,687,701 — 5,687,701 Reimbursable costs from Managed REITs — 4,453,863 — 4,453,863 Total revenues 80,989,226 10,141,564 — 91,130,790 Operating expenses: Property operating expenses 28,686,843 — — 28,686,843 Managed REIT Platform expense — 2,512,103 — 2,512,103 Reimbursable costs from Managed REITs — 4,453,863 — 4,453,863 General and administrative — — 11,829,732 11,829,732 Depreciation 23,185,178 — 377,523 23,562,701 Intangible amortization expense 4,950,285 3,525,397 — 8,475,682 Other acquisition expenses 593,903 — — 593,903 Contingent earnout adjustment — (5,100,000 ) — (5,100,000 ) Impairment of goodwill and intangible assets — 36,465,732 — 36,465,732 Impairment of investments in Managed REITs — 4,376,879 — 4,376,879 Total operating expenses 57,416,209 46,233,974 12,207,255 115,857,438 Operating income (loss) 23,573,017 (36,092,410 ) (12,207,255 ) (24,726,648 ) Other income (expense): Interest expense (24,581,790 ) — (135,418 ) (24,717,208 ) Interest expense – accretion of fair market value of secured debt 98,337 — — 98,337 Interest expense – debt issuance costs (2,825,162 ) — (7,078 ) (2,832,240 ) Other (544,296 ) 3,312,206 146,930 2,914,840 Net loss $ (4,279,894 ) $ (32,780,204 ) $ (12,202,821 ) $ (49,262,919 ) Three Months Ended September 30, 2019 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 25,669,615 $ — $ — $ 25,669,615 Ancillary operating revenue 1,188,934 — — 1,188,934 Managed REIT Platform revenue — 1,192,665 — 1,192,665 Reimbursable costs from Managed REITs — 1,536,800 — 1,536,800 Total revenues 26,858,549 2,729,465 — 29,588,014 Operating expenses: Property operating expenses 9,655,599 — — 9,655,599 Managed REIT Platform expense — 1,248,665 — 1,248,665 Reimbursable costs from Managed REITs — 1,536,800 — 1,536,800 General and administrative — — 3,519,557 3,519,557 Depreciation 7,470,184 — 169,006 7,639,190 Intangible amortization expense 2,503,987 1,237,059 — 3,741,046 Self administration transaction expenses — — 107,100 107,100 Other acquisition expenses 25,529 — — 25,529 Contingent earnout adjustment — 300,000 — 300,000 Total operating expenses 19,655,299 4,322,524 3,795,663 27,773,486 Operating income (loss) 7,203,250 (1,593,059 ) (3,795,663 ) 1,814,528 Other income (expense): Interest expense (10,214,822 ) — (46,114 ) (10,260,936 ) Interest expense – accretion of fair market value of secured debt 33,191 — — 33,191 Interest expense – debt issuance costs (1,082,543 ) — — (1,082,543 ) Other (106,450 ) 60,631 — (45,819 ) Net loss $ (4,167,374 ) $ (1,532,428 ) $ (3,841,777 ) $ (9,541,579 ) Nine Months Ended September 30, 2019 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 74,056,235 $ — $ — $ 74,056,235 Ancillary operating revenue 2,589,985 — — 2,589,985 Managed REIT Platform revenue — 1,221,727 — 1,221,727 Reimbursable costs from Managed REITs — 1,583,909 — 1,583,909 Total revenues 76,646,220 2,805,636 — 79,451,856 Operating expenses: Property operating expenses 26,630,201 — — 26,630,201 Property operating expenses – affiliates 6,605,670 — — 6,605,670 Managed REIT Platform expense — 1,259,234 — 1,259,234 Reimbursable costs from Managed REITs — 1,583,909 — 1,583,909 General and administrative — — 7,000,627 7,000,627 Depreciation 21,750,206 — 177,902 21,928,108 Intangible amortization expense 6,524,347 1,298,007 — 7,822,354 Self administration transaction expenses — — 1,595,371 1,595,371 Acquisition expenses – affiliates 84,061 — — 84,061 Other acquisition expenses 109,765 — — 109,765 Contingent earnout adjustment — 300,000 — 300,000 Total operating expenses 61,704,250 4,441,150 8,773,900 74,919,300 Operating income (loss) 14,941,970 (1,635,514 ) (8,773,900 ) 4,532,556 Other income (expense): Interest expense (28,537,117 ) — (47,623 ) (28,584,740 ) Interest expense – accretion of fair market value of secured debt 98,850 — — 98,850 Interest expense – debt issuance costs (2,997,801 ) — — (2,997,801 ) Net loss on extinguishment of debt (1,487,867 ) — — (1,487,867 ) Gain resulting from acquisition of unconsolidated affiliates 8,017,353 — — 8,017,353 Other (414,871 ) 62,652 — (352,219 ) Net loss $ (10,379,483 ) $ (1,572,862 ) $ (8,821,523 ) $ (20,773,868 ) The following table summarizes our total assets by segment as of September 30, 2020: Segments September 30, 2020 Self Storage $ 1,158,358,937 (1) Managed REIT Platform 37,895,289 (1) Corporate and Other 33,512,424 Total assets $ 1,229,766,650 (1) Included in the assets of the Self Storage and the Managed REIT Platform segments as of September 30, 2020, are approximately $45.3 million and $8.4 million of goodwill, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions Through the closing of the Self Administration Transaction on June 28, 2019, we incurred expenses under the following advisory and property management agreements; commencing on such closing and continuing thereafter we no longer incur such expenses. The Former Dealer Manager Agreement and the Transfer Agent Agreement described below were not impacted by the Self Administration Transaction. Fees to Affiliates Our Advisory Agreement with our Former External Advisor, our dealer manager agreement, as amended ("Former Dealer Manager Agreement") with our Former Dealer Manager, our Property Management Agreements with our Former External Property Managers and our Transfer Agent Agreement with our Transfer Agent entitle such affiliates to specified fees upon the provision of certain services with regard to our Offering and investment of funds in real estate properties, among other services, as well as certain reimbursements, as described below . Advisory Agreement Prior to the Self Administration Transaction we did not have any employees. Our Former External Advisor was primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Former External Advisor received various fees and expenses under the terms of our Advisory Agreement. As a result of the Self Administration Transaction, on June 28, 2019, we acquired approximately 350 self storage professionals and other personnel and now perform such services on our own behalf. Our Former External Advisor received acquisition fees equal to 1.75% of the contract purchase price of each property we acquired plus reimbursement of any acquisition expenses incurred by our Former External Advisor. Our Former External Advisor also received a monthly asset management fee equal to 0.05208%, which is one-twelfth of 0.625%, of our aggregate asset value, as defined in the Advisory Agreement. Pursuant to the Advisory Agreement, our Former External Advisor was entitled to reimbursement of our Former External Advisor’s direct and indirect costs of providing administrative and management services to us. Former Dealer Manager Agreement In connection with our Primary Offering, our Former 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 Former Dealer Manager Agreement. In addition, our Former 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% Affiliated Former Dealer Manager SAM owns a 15% non-voting equity interest in our Former Dealer Manager. Affiliates of our Former Dealer Manager own limited partnership interests in our Operating Partnership. Transfer Agent Agreement SAM owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (“Transfer Agent”), which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provides transfer agent and registrar services to us. These services are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholder. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with transfer agent and registrar services. Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by SRA. Fees paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account fees. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it. The initial term of the transfer agent agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the transfer agent agreement upon 90 days’ prior written notice. In the event that we terminate the transfer agent agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the transfer agent agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. Property Management Agreements As a result of the Self Administration Transaction, we now perform property management services on our own behalf. Through June 28, 2019, pursuant to the property management agreements, our Former External Property Managers received: (i) a monthly management fee for each property equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the property manager’s costs of managing the properties and (ii) a construction management fee equal to 5% of the cost of construction or capital improvement work in excess of $10,000. In addition, we had agreed with our Former External Property Managers or an affiliate to share equally in the net revenue attributable to the sale of tenant insurance, protection plans, or other indemnity plans at our properties. With respect to each new property we acquired for which we entered into a property management agreement with our Former External Property Managers we paid our Former External Property Managers a one-time start-up fee in the amount of $3,750. Our self storage properties located in Canada were subject to separate property management agreements with our Former External Property Managers on terms substantially the same as the amended property management agreements described above. All of our properties in the United States and Canada are operated under the “SmartStop® Self Storage” brand, which as a result of the Self Administration Transaction we now own. 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, 2019, and the nine months ended September 30, 2020, as well as any related amounts payable as of December 31, 2019 and September 30, 2020: Year Ended December 31, 2019 Nine Months Ended September 30, 2020 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses $ 975,985 $ 1,185,370 $ — $ — $ — $ — Transfer Agent fees 324,943 374,404 — 465,520 438,520 27,000 Asset management fees 3,622,559 3,622,559 — — — — Property management fees 2,983,110 2,983,110 — — — — Acquisition expenses 84,061 84,061 — — — — Capitalized Acquisition costs 235,932 235,932 — — — — Self Administration Transaction working capital true-up 493,785 493,785 — — — — Additional paid-in capital Stockholder servicing fee (1) — 667,651 1,277,340 — 485,675 791,665 Total $ 8,720,375 $ 9,646,872 $ 1,277,340 $ 465,520 $ 924,195 $ 818,665 (1) th Please see Note 3 – Real Estate Facilities and Note 4 – Self Administration Transaction for detail regarding additional related party transactions. Tenant Programs W e may offer a tenant insurance plan, tenant protection plan or similar program (collectively “Tenant Programs”) to customers at our properties. We and an affiliate of our Former External Property Manager previously agreed to transfer our respective rights in such Tenant Programs revenue to a joint venture owned 50% by our TRS subsidiary and, through the date of the Self Administration Transaction, 50% by our Former External Property Manager’s affiliate (the “Former PM Affiliate”). Under the terms of the joint venture agreement, the TRS received of the net economics generated from such Tenant Programs and the Former PM Affiliate received the other of such net economics shared equally in the net revenue attributable to the sale of Tenant Programs at the properties we acquired in the SSGT Mergers on substantially similar terms as set forth above. . For the three and nine months ended September 30, 2020, we recorded net revenues of approximately $1.2 million and $3.1 million, respectively, related to Tenant Programs which was included in ancillary operating revenue in the consolidated statements of operations. For the three and nine months ended September 30, 2019, we recorded net revenues of approximately $1.0 million and $2.0 million, respectively, related to Tenant Programs which was included in ancillary operating revenue in the consolidated statements of operations. Acquisition of Self Storage Platform from SmartStop Asset Management, LLC and Other Transactions As a result of the Self Administration Transaction, the advisor and property manager entities of SST IV and SSGT II, became our indirect subsidiaries. As a result, we are entitled to receive various fees and expense reimbursements under the terms of the SST IV and SSGT II advisory and property management agreements as described below. Investment in Managed REIT On September 21, 2020, a wholly owned subsidiary of our Operating Partnership (the “Preferred Investor”), entered into a preferred unit purchase agreement (the “SSGT II Unit Purchase Agreement”) with SS Growth Operating Partnership II, L.P. (the “SSGT II OP”) and SSGT II. Pursuant to the terms of the SSGT II Unit Purchase Agreement, the Preferred Investor agreed to purchase, in one or more tranches, up to 1.6 million units of limited partnership interest in SSGT II OP (the “SSGT II Preferred Units”) for an aggregate of up to $40 million (the “SSGT II Investment”). Upon the closing of each tranche of the SSGT II Investment, the Preferred Investor will be due an investment fee equal to 1% of the investment amount of such tranche. The Preferred Investor will receive distributions, payable monthly in arrears, at a rate of 7.25% per annum from the date of investment until 180 days after the date of investment, 8.25% per annum from 181 days after the date of investment until 360 days after the date of investment, and 9.25% per annum thereafter (collectively, the “Pay Rate”). The proceeds of the SSGT II Investment may be used by SSGT II OP to finance self-storage acquisition, development, and improvement activities, and working capital or other general partnership purposes. Each SSGT II Preferred Unit has a liquidation preference of $25.00, plus all accumulated and unpaid distributions. The foregoing distributions shall be payable monthly, and calculated on an actual/360 day basis, and any unpaid distributions shall accrue at the applicable Pay Rate On September 21, 2020, the Preferred Investor invested approximately $6.5 million in the SSGT II Operating Partnership. Such investment is included in investments in and advances to Managed REITs in our consolidated balance sheets. As of September 30, 2020, we were potentially required to purchase an additional $33.5 million in SSGT II Preferred Units. For the three months ended September 30, 2020, we recorded income related to the SSGT II Preferred Units, totaling approximately $13,000 which is recorded within the Other line item in our consolidated statements of operations. Subsequent to September 30, 2020, on October 29, 2020, and November 4, 2020, the Preferred Investor made additional preferred investments into SSGT II Operating Partnership of approximately $13 million and $13 million, respectively, increasing the total investment in SSGT II Preferred Units to approximately $32.5 million, and decreasing our potential requirement to purchase additional units to $7.5 million. On November 12, 2020, SSGT II redeemed $19 million of our SSGT II Preferred Units, reducing our investment in SSGT II Preferred Units to $13.5 million. See Note 16 - Subsequent Events, for additional information Advisory Agreement Fees Our indirect subsidiaries, Strategic Storage Advisor IV, LLC, the advisor to SST IV (the “SST IV Advisor”), and SS Growth Advisor II, LLC, the advisor to SSGT II (the “SSGT II Advisor”), are entitled to receive various fees and expense reimbursements under the terms of the SST IV and SSGT II advisory agreements. SST IV Advisory Agreement The SST IV Advisor provides acquisition and advisory services to SST IV pursuant to an advisory agreement (the “SST IV Advisory Agreement”). SST IV is required to reimburse SST IV Advisor for organization and offering costs under the SST IV Advisory Agreement; however, the SST IV Advisor funds, and will not be reimbursed for 1.15% of the gross offering proceeds from the sale of Class W shares sold in the SST IV offering. Such amounts for the three and nine months ended September 30, 2020 totaled approximately none and $25,000, respectively. The SST IV Advisor will be required to reimburse SST IV within 60 days after the end of the month in which the SST IV public offering terminates to the extent SST IV paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the SST IV offering. The SST IV Advisory Agreement also requires the SST IV Advisor to reimburse SST IV to the extent that offering expenses, including sales commissions, dealer manager fees and organization and offering expenses, are in excess of 15% of gross proceeds from the SST IV offering. Effective as of April 30, 2020, SST IV suspended its offering due to various factors, including the uncertainty relating to the ongoing COVID-19 outbreak and its potential economic impact, the status of fundraising in the non-traded REIT industry due to such uncertainty and the termination of their dealer manager agreement. The termination of their public offering occurred on September 11, 2020. Subsequent to the termination of SST IV’s primary offering, they determined that total organization and offering costs did not exceed 3.5% of the gross proceeds received from their primary offering, and thus we were not required to reimburse SST IV. Additionally, they determined that total organization and offering costs will not exceed 15% of the gross proceeds received in their primary offering, and thus we will not be required to reimburse SST IV for any excess offering costs. The SST IV Advisor also receives a monthly asset management fee equal to 0.0833%, which is one-twelfth of 1%, of SST IV’s aggregate asset value, as defined. The SST IV Advisor may potentially also be entitled to various subordinated distributions under SST IV’s operating partnership agreement pursuant to the special limited partnership interest and its cash flow participation distribution rights if SST IV (1) lists its shares of common stock on a national exchange, (2) terminates the SST IV Advisory Agreement, (3) liquidates its portfolio, or (4) enters into an Extraordinary Transaction, as defined in the SST IV operating partnership agreement. The SST IV Advisory Agreement provides for reimbursement of the SST IV Advisor’s direct and indirect costs of providing administrative and management services to SST IV. The SST IV Advisor will be required to pay or reimburse SST IV the amount by which SST IV’s aggregate annual operating expenses, as defined, exceed the greater of 2% of SST IV’s average invested assets or 25% of SST IV’s net income, as defined, unless a majority of SST IV’s independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. SSGT II Advisory Agreement The SSGT II Advisor provides acquisition and advisory services to SSGT II pursuant to an advisory agreement (the “SSGT II Advisory Agreement”). In connection with the SSGT II private placement offering, SSGT II is required to reimburse the SSGT II Advisor for organization and offering costs from the SSGT II private offering pursuant to the SSGT II Advisory Agreement. Effective as of April 30, 2020, SSGT II suspended their offering due to various factors, including the uncertainty relating to the ongoing COVID-19 outbreak and its potential economic impact, the status of fundraising in the non-traded REIT industry due to such uncertainty and the termination of their dealer manager agreement. The SSGT II Advisor will receive a monthly asset management fee equal to 0.1042%, which is one-twelfth of 1.25%, of SSGT II’s aggregate asset value, as defined. The SSGT II Advisor may also be potentially entitled to various subordinated distributions under SSGT II’s operating partnership agreement pursuant to the special limited partnership interest and its cash flow participation distribution rights. So long as the SSGT II Advisory Agreement has not been terminated (including by means of non-renewal), SSGT II is required to pay the SSGT II Advisor a distribution from its operating partnership (other than net sale proceeds), pursuant to a special limited partnership interest, equal to 10.0% of any amount distributed to stockholders in excess of the amount required to provide stockholders with an annual aggregate distribution equal to 5.0% (reflective of the weighted average purchase price per share), cumulative within the subject calendar year (as adjusted for partial periods outstanding). Such distribution will be reconciled and paid annually. The cash flow participation distribution may be payable in cash or operating partnership units (or any combination thereof), at the election of the SSGT II Advisor. The SSGT II Advisor may also be potentially entitled to various subordinated distributions under SSGT II’s operating partnership agreement if SSGT II (1) lists its shares of common stock on a national exchange, (2) terminates the SSGT II Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in the SSGT II operating partnership agreement. The SSGT II Advisory Agreement provides for reimbursement of the SSGT II Advisor’s direct and indirect costs of providing administrative and management services to SSGT II. Managed REIT Property Management Agreements Our indirect subsidiaries, Strategic Storage Property Management IV, LLC and SS Growth Property Management II, LLC (collectively the “Managed REITs Property Managers”), are entitled to receive fees for their services in managing the properties owned by the Managed REITs pursuant to property management agreements entered into between the owner of the property and the applicable Managed REIT’s Property Manager. The Managed REIT’s Property Managers will receive a property management fee equal to 6% of the gross revenues from the properties, generally subject to a monthly minimum of $3,000 per property, plus reimbursement of the costs of managing the properties, and a one-time fee of $3,750 for each property acquired that would be managed by the Managed REITs Property Managers. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. Pursuant to the property management agreements, we through our Operating Partnership employ the on-site staff for the Managed REITs’ properties. The SST IV property manager will be entitled to a construction management fee equal to 5% of the cost of a related construction or capital improvement work project in excess of $10,000. Summary of Fees and Revenue Related to the Managed REITs Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and nine months ended September 30, 2020 and 2019: Managed REIT Platform Revenues Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Property management agreement – SST IV $ 367,256 $ 288,026 $ 1,039,753 $ 296,300 Property management agreement – SSGT II 90,069 40,222 241,624 40,822 Advisory agreement – SST IV 813,052 490,844 2,358,906 506,470 Advisory agreement – SSGT II 281,839 117,380 788,932 121,942 Tenant Program revenue – SST IV 252,885 120,498 610,635 120,498 Tenant Program revenue – SSGT II 73,011 15,895 152,624 15,895 Other Managed REIT revenue (1) 172,909 119,800 495,227 119,800 Total $ 2,051,021 $ 1,192,665 $ 5,687,701 $ 1,221,727 (1) Such revenues primarily includes construction management and development fees. Reimbursable costs from Managed REITs includes reimbursement of both the SST IV and SSGT II Advisors’ direct and indirect costs of providing administrative and management services to the Managed REITs. Additionally, reimbursable costs includes reimbursement pursuant to the property management agreements for reimbursement of the costs of managing the Managed REITs’ properties, including wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. As of September 30, 2020, we had receivables due from SST IV and SSGT II totaling approximately $314,000 and $6,000, respectively, and as of December 31, 2019, we had receivables due from SST IV and SSGT II totaling approximately $100,000 and $175,000, respectively. Such amounts are included in investments in and advances to the Managed REITs line-item in our consolidated balance sheets. Such amounts included unpaid amounts relative to the above table, in addition to other direct routine expenditures of the Managed REITs that we directly funded. Administrative Services Agreement For the three and nine months ended September 30, 2020, we incurred fees payable to SAM under the Administrative Services Agreement of approximately $82,000 and $1.9 million, respectively, which were recorded in the Managed REIT Platform expenses line item in our consolidated statement of operations for the three and nine months ended September 30, 2020. We recorded reimbursements from SAM of approximately $0.1 million and $0.3 million, respectively, related to services provided to SAM as well as reimbursements of rent and overhead for the portion of the Ladera Office occupied by SAM, which were included in Managed REIT Platform revenue in our consolidated statement of operations for the three and nine months ended September 30, 2020, respectively. As of September 30, 2020, a receivable of approximately $37,000 was due from SAM related to the Administrative Services Agreement and included in the other assets line in our consolidated balance sheet. As of December 31, 2019, a payable of approximately $0.3 million was due to SAM related to the Administrative Services Agreement and included in the due to affiliates line in our consolidated balance sheet. |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Based Compensation | Note 12. Equity Based Compensation We issue equity based compensation pursuant to the employee and director long-term incentive plan of SmartStop Self Storage REIT, Inc. (the “Plan”). Pursuant to the Plan, we are able to issue various forms of equity based compensation. Through September 30, 2020, we have issued equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”). Through March 2020, we had only issued restricted stock, which shares are subject to a time based vesting period. In April 2020 t The fair value of the restricted stock and the LTIP Units was determined based on an estimated value per share, adjusted for an illiquidity discount due to the illiquid nature of the underlying equity. The fair value of the LTIP Units was further adjusted by applying an additional discount as the LTIP Units are not initially economically equivalent to our restricted stock. For the performance based awards, a fair value was determined for each performance ranking scenario, with stock compensation expense recorded using the fair value of the scenario determined to be probable of achievement. Time Based Awards We have granted various time based awards, which generally vest ratably over either one, three, or four years commencing in the year of grant, subject to the recipient’s continued employment or service through the applicable vesting date. All grants of time based restricted stock have limitations on transferability during the vesting period, and the grantee does not have the ability to vote any unvested shares. the restriction on transfer applies only to the unvested portion of the restricted stock. With respect to grants of time based restricted stock made to our executive officers in 2020, distributions began to accrue effective January 1, 2020 and are payable as distributions are paid on our Class A Shares without regard to whether the underlying restricted shares have vested. With respect to all other outstanding grants of time based restricted stock, distributions accrue on non-vested shares granted and are paid when the underlying restricted shares vest. Holders of time based LTIP Units receive allocations of profits and losses with respect to the LTIP Units as of the effective date, distributions from the effective date in an amount equivalent to the distributions declared and paid on our Class A Shares, and the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, time based LTIP Units generally may not be transferred, other than by laws of descent and distribution. The following table summarizes the activity related to our time based awards: Restricted Stock LTIPs Time Based Award Grants Shares Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Unvested at December 31, 2018 21,438 $ 10.38 $ — $ — Granted 251,993 9.48 — — Vested (7,625 ) 10.29 — — Forfeited — — — — Unvested at December 31, 2019 265,806 9.53 — — Granted 72,383 9.78 214,521 9.09 Vested (81,618 ) 9.57 — — Forfeited (6,567 ) 9.78 — — Unvested at September 30, 2020 250,004 $ 9.58 214,521 $ 9.09 Performance Based Awards With respect to performance based awards, the number of shares of restricted stock granted as of the grant date equaled 100% of the targeted award, whereas the number of LTIP Units granted as of the grant date equaled 200% of the targeted award. The targeted award for each executive was determined and approved by the Compensation Committee of our Board of Directors. The actual number of shares of restricted stock or LTIP Units, as applicable, to be issued upon vesting may range from 0% to 200% of the targeted award, such determination being based upon the results of the performance measure. Performance based awards vest based upon our performance as ranked amongst a peer group of self storage related companies. This comparison will be conducted using a performance measure of average annual same-store revenue growth, analyzed over a three-year period. Earned awards for the 2020 grant will vest, as applicable, no later than March 31, 2023. Recipients of performance based restricted stock accrue distributions during the performance period, and such distributions will only be payable on the date that any such shares of restricted stock vest, based upon the performance level attained. Recipients of performance based LTIP Units are issued LTIP Units at 200% of the targeted award and are entitled to receive distributions and allocations of profits and losses with respect to the performance based LTIP Units as of the effective date of January 1, 2020 in an amount equal to 10% of the distributions and allocations available to such LTIP Units, until the Distribution Participation Date (as defined in the Partnership Agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance based LTIP Units that vest. Following the Distribution Participation Date, recipients will be entitled to receive the full amount of distributions and allocations of profits and losses with respect to the vested performance-based LTIP Units, such amount being equivalent to distributions declared and paid on our Class A Shares. The following table summarizes our activity related to our performance based awards: Restricted Stock LTIPs Performance Based Award Grants Shares Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Unvested at December 31, 2019 — $ — — $ — Granted 5,752 9.78 130,638 9.09 Vested — — — — Forfeited — — — — Unvested at September 30, 2020 5,752 $ 9.78 130,638 $ 9.09 Holders of performance based restricted stock do not have any rights as a stockholder with respect to the unvested portion of such restricted stock awards. Prior to vesting, shares of performance based restricted stock generally may not be transferred, other than by laws of descent and distribution. Holders of performance based LTIP Units have the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, performance based LTIP Units generally may not be transferred, other than by laws of descent and distribution. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. The profits interests’ characteristics of the LTIP Units mean that initially they will not be treated as economically equivalent in value to a common unit and the issuance of LTIP Units will not be a taxable event to the Operating Partnership or the recipient. If and when certain events occur pursuant to applicable tax regulations and in accordance with the Partnership Agreement, LTIP Units may increase in value over time and become equivalent to common units of limited partnership interest of our Operating Partnership on a one-for-one basis. As of September 30, 2020, 5,330,483 shares of stock were available for issuance under the Plan. We recorded approximately $0.5 million and $1.2 million of equity based compensation expense, primarily in general and administrative expense and to a lesser extent, in property operating expenses, within our consolidated statements of operations for the three and nine months ended September 30, 2020, respectively. As of September 30, 2020, there was approximately $4.2 million of total unrecognized compensation expense related to non-vested equity awards. Such cost is expected to be recognized over a weighted-average period of approximately 2.7 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. 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 20, 2020, beginning in May 2020, shares sold pursuant to our distribution reinvestment plan are sold at the estimated value per share of $10.40 per Class A Share and Class T Share. On November 30, 2016, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $100.9 million in shares under our distribution reinvestment plan (our “DRP Offering”). 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, dealer manager fee, or stockholder servicing 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 September 30, 2020, we had sold approximately 5.0 million Class A Shares and approximately 0.8 million Class T Shares through our DRP Offering. Share Redemption Program As described in Note 2 – Redeemable Common Stock, we have an SRP; please refer to Note 2 for additional details. Pursuant to the SRP, we may redeem the shares of stock presented for redemption for cash to the extent that such requests comply with the below terms of our SRP and we have sufficient funds available to fund such redemption. Our board of directors may amend, suspend or terminate the SRP with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. On August 20, 2020, our board of directors determined that it would be in the best interests of the Company to amend the terms of the SRP to revise the redemption price per share for all redemptions under the SRP to be equal to the most recently published estimated net asset value per share of the applicable share class (the “SRP Amendment”). Prior to the SRP Amendment, the redemption amount was the lesser of the amount the stockholders paid for their shares or the price per share in the current offering. There are several limitations in addition to those noted above on our ability to redeem shares under the SRP including, but not limited to: • 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 year ended December 31, 2019, we received redemption requests totaling approximately $4.9 million (approximately 0.5 million shares), approximately $4.5 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $0.4 million included in accounts payable and accrued liabilities as of December 31, 2019 and fulfilled in January 2020 . During the six months ended June 30, 2020, approximately 0.1 million shares, or $1.3 million, were requested to be redeemed; however, due to the suspension of our SRP, no share redemption requests were fulfilled. During the three months ended September 30, 2020, approximately $0.7 million (approximately $0.1 million shares), were then requested to be redeemed. On October 30, 2020, requests that were previously requested during the six months ended June 30, 2020 and had not been rescinded, as well as the requests from the three months ended September 30, 2020, were redeemed, such redemptions totaled approximately 0.1 million shares, or $1.3 million, and were included in accounts payable and accrued liabilities as of September 30, 2020 Operating Partnership Redemption Rights Generally, the limited partners of our Operating Partnership, excluding any limited partners with respect to their A-2 Units, 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. Additionally, the Class A-1 Units issued in connection with the Self Administration Transaction are subject to the general restrictions on transfer contained in the Operating Partnership Agreement. Lock-Up Expiration, the Class A-1 Units may not be sold, pledged, or otherwise transferred or encumbered except in certain limited circumstances set forth in the Contribution Agreement. The Class A-1 Units are otherwise entitled to all rights and duties of the Class A limited partnership units in the Operating Partnership, including cash distributions and the allocation of any profits or losses in the Operating Partnership 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 | 9 Months Ended |
Sep. 30, 2020 | |
Dividends [Abstract] | |
Declaration of Distributions | Note 14. Declaration of Distributions On March 30, 2020, our board of directors changed its distribution authorizations from a quarterly to monthly authorization starting with the second quarter of 2020. This change in the distribution policy was in order to give our board maximum flexibility to monitor and evaluate the situation related to the financial impact of COVID-19. For the months of April, May, June, July, August, and September 2020, our board of directors authorized a daily distribution rate of approximately $0.00164 per day per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on each day of the period. A fter the stockholder servicing fee is paid, approximately $ 0.0014 per day will be paid per Class T share. On September 25, 2020, our board of directors changed its distribution authorizations back to quarterly from monthly authorizations, starting with the fourth quarter of 2020. In connection with this, the board of directors authorized a daily distribution rate of approximately $ 0.00164 per day per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on the Company’s books at the close of business on each day of the period commencing on October 1, 2020 and ending December 31, 2020 . Such distributions payable to each stockholder of record during a month will be paid the following month. |
Selected Quarterly Data
Selected Quarterly Data | 9 Months Ended |
Sep. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data | Note 15. Selected Quarterly Data The following is a summary of quarterly financial information for the periods shown below: Three months ended September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 September 30, 2020 Total revenues $ 29,588,014 $ 30,076,693 $ 30,298,123 $ 29,469,545 $ 31,363,122 Total operating expenses $ 27,773,486 $ 26,965,933 $ 61,368,274 $ 27,497,027 $ 26,992,137 Operating income (loss) $ 1,814,528 $ 7,055,456 $ (31,070,151 ) $ 1,972,518 $ 4,370,985 Net loss $ (9,541,579 ) $ (4,321,670 ) $ (37,743,581 ) $ (7,062,841 ) $ (4,456,497 ) Net loss attributable to common stockholders $ (8,214,826 ) $ (5,431,504 ) $ (35,073,951 ) $ (8,491,421 ) $ (6,259,114 ) Net loss per Class A Share-basic and diluted $ (0.14 ) $ (0.09 ) $ (0.59 ) $ (0.14 ) $ (0.10 ) Net loss per Class T Share-basic and diluted $ (0.14 ) $ (0.09 ) $ (0.59 ) $ (0.14 ) $ (0.10 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events Issuance of Series A Preferred Stock We entered into a Purchase Agreement with Extra Space Storage LP (the “Investor”) on October 29, 2019, in which the Investor agreed to purchase up to 200,000 shares of Series A Preferred Stock. At the close of the transaction, we issued 150,000 shares, with the remaining 50,000 shares issuable at our discretion until October 28, 2020. On October 26, 2020, we exercised our option to issue an additional 50,000 shares of Series A Preferred Stock for $50 million in proceeds. We may use the proceeds to pay down existing debt, finance acquisitions and capital improvement projects, working capital or other general partnership purposes. Investment in Managed REIT Subsequent to September 30, 2020, on October 29, 2020, and November 4, 2020, the Preferred Investor invested an additional approximately $13 million and $13 million, respectively, in SSGT II Preferred Units in the SSGT II Operating Partnership. SSGT II utilized the funds to purchase through its operating partnership, self storage facilities located in Las Vegas, Nevada, and Olympia, Washington. On November 12, 2020, SSGT II redeemed $19 million of our SSGT II Preferred Units, reducing our investment in SSGT II Preferred Units to $13.5 million. Potential SST IV Merger On November 10, 2020, the Company, SST IV, and SST IV Merger Sub, entered in to the SST IV Merger Agreement. The SST IV Merger Agreement provides that the Company will acquire SST IV by way of a merger of SST IV with and into SST IV Merger Sub, with SST IV Merger Sub being the surviving entity. The SST IV Merger is expected to close during the first half of 2021. At the effective time of the SST IV Merger (the “SST IV Merger Effective Time”), SST IV shall cease to exist as a separate entity in accordance with the applicable provisions of the Maryland General Corporation Law. The special committee of the board of directors of the Company (the “Committee”), the board of directors of the Company, the special committee of the board of directors of SST IV, and the board of directors of SST IV have unanimously approved the SST IV Merger, the SST IV Merger Agreement, and the transactions contemplated by the SST IV Merger Agreement. In addition, the special committee of the board of directors of SST IV and the board of directors of SST IV have approved an amendment to SST IV’s First Articles of Amendment and Restatement to remove the limitations on “roll-up transactions” (the “SST IV Charter Amendment”), which is necessary to consummate the SST IV Merger. Pursuant to the terms and subject to the conditions set forth in the SST IV Merger Agreement, at the SST IV Merger Effective Time, each share of SST IV’s Class A Common Stock, $0.001 par value per share (“SST IV Class A Common Stock”), Class T Common Stock, $0.001 par value per share (“SST IV Class T Common Stock”), and Class W Common Stock, $0.001 par value per share (collectively with the SST IV Class A Common Stock and the SST IV Class T Common Stock, the “SST IV Common Stock”), issued and outstanding immediately prior to the SST IV Merger Effective Time (other than shares owned by the Company, any subsidiary of the Company, or any subsidiary of SST IV) will be converted into the right to receive 2.1875 shares of the Company’s Class A Common Stock, $0.001 par value per share (the “SmartStop Common Stock”), subject to the treatment of fractional shares in accordance with the SST IV Merger Agreement (the “SST IV Merger Consideration”). This exchange ratio represents an increase of $0.10 per share from SST IV’s most recent estimated Net Asset Value (NAV), when compared to SmartStop’s most recent estimated NAV of $10.40 per share. The transaction values SST IV at approximately $370 million, based on September 30, 2020 share counts and debt principal balances outstanding, and using the agreed exchange ratio and SmartStop’s estimated NAV per share of $10.40. Immediately prior to the SST IV Merger Effective Time, each restricted share of SST IV Common Stock granted under SST IV’s Employee and Director Long-Term Incentive Plan will become fully vested and non-forfeitable, and, at the SST IV Merger Effective Time, will be converted into the right to receive the SST IV Merger Consideration. Assuming all of the conditions of the SST IV Merger are satisfied and the SST IV Merger is consummated in accordance with the terms in the SST IV Merger Agreement, the Company will acquire all of the real estate owned by SST IV, consisting of (i) 24 self storage facilities located in 9 states comprising approximately 18,000 self storage units and approximately 2.0 million net rentable square feet, and (ii) SST IV’s 50% equity interest in five unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada (the “JV Properties”). The unconsolidated real estate ventures consist of one operating self storage property and four parcels of land being developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), owning the other 50% of such entities. Additionally, the Company will obtain SST IV’s rights to acquire: (i) a property that will be developed into a self storage facility in San Gabriel, California, and (ii) a tract of land located in Brampton, Ontario in the Greater Toronto Area of Ontario, Canada (the “Kingspoint Land”) that will be developed into a self storage facility pursuant to a joint venture with SmartCentres. The SST IV Merger Agreement contains customary representations, warranties, and covenants. The closing of the SST IV Merger is subject to and conditioned on the approval of the SST IV Merger and the SST IV Charter Amendment by the affirmative vote of the holders of not less than a majority of all outstanding shares of SST IV Common Stock. T he closing of the SST IV Merger is neither subject to a financing condition nor to the approval of our stockholders. The SST IV Merger Agreement prohibits SST IV and its subsidiaries and representatives from soliciting, providing information, or entering into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions. The SST IV Merger Agreement also provides that at any time prior to receipt of the SST IV stockholder approval, SST IV and its representatives may, in certain circumstances, make an “Adverse Recommendation Change” (as that term is defined in the SST IV Merger Agreement) and terminate the SST IV Merger Agreement, subject to complying with certain conditions set forth in the SST IV Merger Agreement. In connection with the termination of the SST IV Merger Agreement and SST IV’s entry into an alternative transaction with respect to a superior proposal, as well as under other specified circumstances, SST IV will be required to pay to the Company a termination payment of approximately $ 7.2 million. In addition, the SST IV Merger Agreement provides for customary expense reimbursement s under specified circumstances set forth in the SST IV Merger Agreement. We expect the SST IV Merger to close during the first half of 2021; however, there is no guarantee that the SST IV Merger will be consummated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, and December 31, 2019, we were not a party to any other contracts/interests that would be deemed to be variable interest in VIEs other than our Tenant Programs joint ventures with SST IV and SSGT II which were acquired in the Self Administration Transaction, which are consolidated. |
Equity Investments | Equity Investments Under the equity method, our investments will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and impairments, as applicable. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments. |
Investments in and Advances to Managed REITs | Investments in and Advances to Managed REITs As of September 30, 2020, and December 31, 2019, we owned equity investments with a carrying value of approximately $7.9 million, and $5.8 million, respectively, in the Managed REITs; such amounts are included in Investments in and advances to Managed REITs within our Consolidated Balance Sheets. We account for these investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the Managed REITs’ operating and financial policies through our advisory and property management agreements with the respective Managed REITs. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for our share of equity in the respective Managed REIT’s earnings and reduced by distributions. Also included in Investments in and advances to Managed REITs as of September 30, 2020 are receivables from the Managed REITs of approximately $320,000. As of December 31, 2019, receivables from the Managed REITs approximated $275,000. For additional discussion, . |
Noncontrolling Interests in Consolidated Entities | Noncontrolling Interests in Consolidated Entities We account for the noncontrolling interests in our Operating Partnership and the noncontrolling interests in our Tenant Programs joint ventures with SST IV and SSGT II 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 partners, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interests are reflected as a noncontrolling interests in the accompanying consolidated balance sheets. We also consolidate our interests in the SST IV and SSGT II Tenant Programs and present the minority interests as noncontrolling interests in the accompanying consolidated balance sheets. The noncontrolling interests shall be attributed their share of income and losses, even if that attribution results in a deficit noncontrolling interests balance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of indefinite and long-lived assets and goodwill, and the estimated useful lives of real estate assets and intangibles. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through 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 a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values as of the date of acquisition. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant . Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded none and approximately $13.6 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2020 and 2019, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of 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. Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the nine months ended September 30, 2020 and 2019, our property acquisitions did not meet the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisitions did not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the three months ended September 30, 2020 and 2019, we expensed approximately $470,000 and $26,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. During the nine months ended September 30, 2020 and 2019, we expensed approximately $594,000 and $194,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. |
Purchase Price Allocation for the Acquisition of a Business | Purchase Price Allocation for the Acquisition of a Business Should the initial accounting for an acquisition that meets the definition of a business be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we may 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 record those adjustments to our financial statements. We apply any measurement period adjustments in the period in which the provisional amounts are finalized. As discussed in Note 4, the Self Administration Transaction was an acquisition of a business. |
Evaluation of Possible Impairment of Real Property Assets | Evaluation of Possible Impairment of Real Property Assets |
Goodwill Valuation | Goodwill Valuation We initially recorded goodwill of approximately $78.4 million as a result of the Self Administration Transaction. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual impairment test for goodwill, and between annual tests, we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. In our impairment test of goodwill, we perform a quantitative analysis to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized. See Note 5—Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. |
Trademarks | Trademarks In connection with the Self Administration Transaction, we initially recorded $19.8 million associated with the two primary trademarks acquired. Prior thereto we had no amounts recorded related to trademarks. Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name. We used the following significant projections and assumptions to determine fair value under the relief from royalty method: revenues; royalty rate; tax expense; terminal growth rate; and discount rate. For the SmartStop ® ® The total estimated future amortization expense of the “Strategic Storage ® We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future. See Note 5 - Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. |
Revenue Recognition | Revenue Recognition Self Storage Operations Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets, and contractually due but unpaid rent is included in other assets. Managed REIT Platform We earn property management and asset management revenue, pursuant to the respective property management and advisory agreement contracts, in connection with providing services to the Managed REITs. We have determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for the property management services and asset management services are satisfied as the services are rendered. While we are compensated for our services on a monthly basis, these services represent a series of distinct daily services in accordance with ASC 606. Such revenue is recorded in the Managed REIT Platform revenue line within our consolidated statements of operations. The Managed REITs’ advisory agreements also provide for reimbursement to us of our direct and indirect costs of providing administrative and management services to the Managed REITs. These reimbursements include costs incurred in relation to organization and offering services provided to the Managed REITs and the reimbursement of salaries, bonuses, and other expenses related to benefits paid to our employees while performing services for the Managed REITs. T he Managed REITs’ property management agreements also provide r eimbursement to us for the property manager’s costs of managing the properties. Reimbursable costs include wages and salaries and other expenses that arise in operating, managing and maintaining the Managed REITs’ properties. Under ASC 606, direct reimbursement of such costs does not represent a separate performance obligation from our obligation to perform property management and asset management services. The reimbursement income is considered variable consideration, and is recognized as the costs are incurred, subject to limitations on the Managed REIT Platform’s ability to incur offering costs or limitations imposed by the advisory agreements. We have elected to separately record such revenue in the Reimbursable costs from Managed REITs line within our consolidated statements of operations. Additionally, we earn revenue in connection with our Tenant Programs joint ventures with our Managed REITs. We also earn development and construction management revenue from services we provide in connection with the project design, coordination and oversite of development and certain capital improvement projects undertaken by the Managed REITs. We recognize such revenue in the Managed REIT Platform revenue line within our consolidated statements of operations. See Note 11 – Related Party Transactions, for additional information regarding revenue generated from our Managed REIT Platform . |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records a general reserve estimate 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 |
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 30-40 years Site Improvements 7-10 years |
Depreciation of Personal Property Assets | Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives, generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. |
Intangible Assets | Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2020, the gross amount allocated to in-place lease intangibles was approximately $46.6 million and accumulated amortization of in-place lease intangibles totaled approximately $45.2 million. As of December 31, 2019, the gross amounts allocated to in-place lease intangibles were approximately $46.8 million and accumulated amortization of in-place lease intangibles totaled approximately $40.4 million. The total estimated future amortization expense of intangible assets related to our self storage properties for the years ending December 31, 2020, 2021, 2022, 2023, 2024, and thereafter is approximately $25,000, $0.1 million, $0.1 million, $0.1 million, $0.1 million, and $1.0 million, respectively. In connection with the Self Administration Transaction, we allocated a portion of the consideration to the contracts that we acquired related to the Managed REITs and the customer relationships related to the Tenant Programs joint ventures. For these intangibles, we are amortizing such amounts on a straight-line basis over the estimated benefit period of the contracts and customer relationships. As of September 30, 2020, the gross amount of the intangible assets related to the Managed REITs contracts and the customer relationships related to the Tenant Programs joint ventures was approximately $18.1 million and accumulated amortization of those intangibles totaled approximately $6.3 million. As of December 31, 2019, the gross amount of the intangibles related to the Managed REITs contracts and the customer relationships related to the Tenant Programs joint ventures was approximately $26.5 million and accumulated amortization of those intangibles totaled approximately $2.9 million. The total estimated future amortization expense for such intangible assets for the years ending December 31, 2020, 2021, 2022, 2023, 2024 and thereafter is approximately $1.0 million, $2.9 million, $2.9 million, $2.9 million, $1.8 million, and $0.3 million, respectively. We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in a material impairment charge in the future. See Note 5 - Self Administration Transaction - Intangibles, Goodwill, and Certain Other Assets and Liabilities for additional information. |
Debt Issuance Costs | Debt Issuance Costs 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 7). 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 September 30, 2020, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $11.9 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $7.1 million. As of December 31, 2019, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $11.9 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $4.3 million. |
Organizational and Offering Costs | Organizational and Offering Costs We pay our Former 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% |
Foreign Currency Translation | Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All adjustments related to amounts classified as long term net equity investments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Changes in equity investments not classified as long term are recorded in other income (expense) and represented a gain of approximately $0.3 million and a loss of approximately $0.2 million for the three months ended September 30, 2020 and 2019, respectively, and represented a loss of approximately $0.3 million and a gain of approximately $0.7 million for the nine months ended September 30, 2020 and 2019, respectively. |
Redeemable Common Stock | Redeemable Common Stock We adopted a share redemption program (“SRP”) that enables stockholders to sell their shares to us in limited circumstances. We record amounts that are redeemable under the SRP 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 SRP is limited to the number of shares we can repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in the accompanying consolidated balance sheets. In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. When we determine we have a mandatory obligation to repurchase shares under the SRP, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values. On August 26, 2019, our board of directors approved a partial suspension of our SRP, effective as of September 27, 2019, so that common shares were redeemable at the option of the holder only in connection with (i) death or disability of a stockholder, (ii) confinement to a long-term care facility, or (iii) other exigent circumstances n March 30, 2020, our board of directors approved the complete suspension of our SRP, effective on April 29, 2020. Due to the complete suspension, we were unable to honor redemption requests made during the quarter ended March 31, 2020 or the quarter ended June 30, 2020. On August 20, 2020, our board of directors determined that it would be in our best interests to partially reinstate the SRP, effective as of September 23, 2020, solely for redemptions sought in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility. Our board of directors also authorized us to honor redemption requests made pursuant to exigent circumstances that were pending at the time of the complete suspension of our SRP and that had not been revoked. For the year ended December 31, 2019, we received redemption requests totaling approximately $4.9 million (approximately 0.5 million shares), approximately $4.5 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $0.4 million included in accounts payable and accrued liabilities as of December 31, 2019, and fulfilled in January 2020. During the six months ended June 30, 2020, approximately 0.1 million shares, or $1.3 million, were requested to be redeemed; however, due to the suspension of our SRP, no such share redemption requests were fulfilled. During the three months ended September 30, 2020, approximately $ 0.7 million (approximately 0.1 million shares), were then requested to be redeemed. On October 30, 2020, requests that were previously requested during the six months ended June 30, 2020 and had not been rescinded, as well as the requests from the three months ended September 30, 2020, were redeemed, such redemptions totaled approximately 0.1 million shares, or $ 1.3 million , and were included in accounts payable and accrued liabilities as of September 30, 2020 . |
Accounting for Equity Awards | Accounting for Equity Awards We issue equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”), both of which may be issued subject to either For time based awards granted which contain a graded vesting schedule, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For performance based awards, compensation cost is recognized over the requisite service period if and when we determine the performance condition is probable of being achieved. |
Fair Value Measurements | Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we use when measuring fair value: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; • Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and • Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety. The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions along with the assets and liabilities described in Note 4 - Self Administration Transaction. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. Additionally, certain such assets and liabilities are required to be fair valued periodically or valued pursuant to ongoing impairment analyses and have been valued subsequently utilizing the same techniques noted above. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, restricted cash, other assets, variable-rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. The table below summarizes our fixed rate notes payable at September 30, 2020, and December 31, 2019. 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. September 30, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 320,200,000 $ 302,205,553 $ 311,700,000 $ 302,820,786 As of September 30, 2020, and December 31, 2019, we had interest rate swaps, interest rate caps, and a net investment hedge (See Notes 7 and 9). 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 analyses reflect the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates, 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. Our fair values of our net investment hedges are based on the change in the spot rate at the end of the period as compared with the strike price at inception. To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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 September 30, 2020, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we 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. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting. 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 (loss). The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of other comprehensive (loss) income into earnings (loss) when the hedged net investment is either sold or substantially liquidated. |
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 an election to treat our TRS as a taxable REIT subsidiary effective January 1, 2014. In general, the TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities. |
Segment Reporting | Segment Reporting Our business is comprised of two reportable segments: (i) self storage operations and (ii) the Managed REIT Platform business. Please see Note 10 – Segment Disclosures for additional detail. |
Convertible Preferred Stock | Convertible Preferred Stock We classify our Series A Convertible Preferred Stock on our consolidated balance sheets using the guidance in ASC 480‑10‑S99. Our Series A Convertible Preferred Stock can be redeemed by us on or after the fifth anniversary of its issuance, or if certain events occur, such as the listing of our common stock on a national securities exchange, a change in control, or if a redemption would be required to maintain our REIT status. Additionally, if we do not maintain our REIT status the holder can require redemption. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series A Convertible Preferred Stock as temporary equity. We have analyzed whether the conversion features in our Series A Convertible Preferred Stock should be bifurcated under the guidance in ASC 815‑10 and have determined that bifurcation is not necessary. |
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 common shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes unvested restricted stock and convertible preferred stock) and the adding back of the Series A Convertible |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 30-40 years Site Improvements 7-10 years |
Summary of Fixed Rate Notes Payable | The table below summarizes our fixed rate notes payable at September 30, 2020, and December 31, 2019. 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. September 30, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 320,200,000 $ 302,205,553 $ 311,700,000 $ 302,820,786 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the nine months ended September 30, 2020: Real estate facilities Balance at December 31, 2019 $ 1,173,825,368 Real estate acquisitions 812,892 Construction in process placed in service 13,389,703 Impact of foreign exchange rate changes (4,145,778 ) Improvements and additions 7,155,135 Balance at September 30, 2020 $ 1,191,037,320 Accumulated depreciation Balance at December 31, 2019 $ (83,692,491 ) Depreciation expense (23,136,367 ) Impact of foreign exchange rate changes 272,635 Balance at September 30, 2020 $ (106,556,223 ) |
Summary of Reconciles Total Consideration Transferred | The estimated fair value of the consideration transferred totaled approximately $111.3 million and consisted of the following: Estimated Fair Value of Consideration Transferred Cash (1) $ 3,918,185 Class A-1 Units 63,643,000 Class A-2 Units (contingent earnout) 30,900,000 Total Consideration Transferred 98,461,185 Fair value of our preexisting 50% equity interests 12,800,000 Total $ 111,261,185 (1) |
Strategic Storage Growth Trust, Inc | |
Summary of Reconciles Total Consideration Transferred | The following table reconciles the total consideration transferred during the SSGT Mergers: Fair value of consideration transferred: Cash $ 346,231,561 (1) Issuance of limited partnership units in our Operating Partnership to SS Growth Advisor, LLC 4,217,399 Total consideration transferred $ 350,448,960 (1) The approximately $346 million cash consideration consisted of approximately $320 million paid to the SSGT stockholders, approximately $19 million of SSGT debt that was repaid at closing, approximately $5 million of other SSGT liabilities paid at closing, and approximately $1 million in transaction costs. |
Self Administration Transacti_3
Self Administration Transaction (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Reconciles Total Consideration Transferred | The estimated fair value of the consideration transferred totaled approximately $111.3 million and consisted of the following: Estimated Fair Value of Consideration Transferred Cash (1) $ 3,918,185 Class A-1 Units 63,643,000 Class A-2 Units (contingent earnout) 30,900,000 Total Consideration Transferred 98,461,185 Fair value of our preexisting 50% equity interests 12,800,000 Total $ 111,261,185 (1) |
Summary of Relative Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed: Identifiable Assets Acquired at Fair Value Cash and cash equivalents $ 36,443 Restricted cash 94,999 Land 975,000 Building 5,389,000 Site Improvements 136,000 Equipment, furniture and fixtures 651,000 Investments in Managed REITs 5,600,000 Other assets 1,084,629 Intangibles - customer relationships 1,600,000 Trademarks 19,800,000 Intangibles - management contracts 24,900,000 Total identifiable assets acquired $ 60,267,071 Identifiable Liabilities Assumed at Fair Value Debt $ 19,219,126 Accounts payable and accrued expenses 722,286 Deferred tax liabilities, net 7,415,654 Total liabilities assumed $ 27,357,066 Net identifiable assets acquired $ 32,910,005 Goodwill 78,372,980 Non-controlling interest related to consolidated Tenant Programs joint ventures (21,800 ) Net assets acquired $ 111,261,185 |
Pro Forma Financial Informati_2
Pro Forma Financial Information (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | |
Summary of Consolidated Results of Operations on Pro Forma Basis | For the Nine Months ended September 30, 2019 September 30, 2020 Pro forma revenue $ 83,770,481 $ 91,130,790 Pro forma operating expenses $ (76,609,917 ) $ (115,057,438 ) Pro forma net income (loss) attributable to common stockholders $ (22,486,573 ) $ (49,248,355 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Summarized Real Estate Secured Debt | The Company’s debt is summarized as follows: Encumbered Property September 30, 2020 December 2019 Interest Rate Maturity Date KeyBank CMBS Loan (1) $ 95,000,000 $ 95,000,000 3.89 % 8/1/2026 KeyBank Florida CMBS Loan (2) 52,000,000 52,000,000 4.65 % 5/1/2027 Midland North Carolina CMBS Loan (3) 46,591,442 47,048,287 5.31 % 8/1/2024 Canadian CitiBank Loan (4) 83,274,660 85,500,660 2.73 % 10/9/2021 CMBS SASB Loan (5) 235,000,000 235,000,000 3.15 % (11) 2/9/2022 CMBS Loan (6) 104,000,000 104,000,000 5.00 % 2/1/2029 Secured Loan (7) (8) 85,512,000 85,512,000 3.00 % 1/24/2022 Stoney Creek Loan (9) 5,446,364 5,591,950 4.65 % 10/1/2021 Torbarrie Loan (10) 6,125,060 5,936,996 4.65 % 9/1/2021 Ladera Office Loan 4,119,943 4,179,994 4.29 % 11/1/2026 Premium on secured debt, net 494,168 592,505 Debt issuance costs, net (4,774,227 ) (7,629,390 ) Total debt $ 712,789,410 $ 712,733,002 (1) This fixed rate 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) with monthly interest only payments until September 2021, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. (2) This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. (3) This fixed rate 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 became due monthly. (4) This variable rate loan encumbers 10 of our Canadian properties and the amounts shown above are in USD based on the foreign exchange rate in effect of the dates presented. W e purchased interest rate caps that cap CDOR at 3.0% until October 15, 2021. (5) This variable rate loan encumbers 29 properties (Morrisville, Cary, Raleigh, Vallejo, Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Port St Lucie, Sacramento, Concord, Oakland, Wellington, Doral, Naples, Baltimore, Aurora, Jones Blvd - Las Vegas, Russell Rd - Las Vegas, Riverside, Stockton, Azusa, Romeoville, Elgin, San Antonio, Kingwood). The separate assets of these encumbered properties are not available to pay our other debts. (6) This fixed rate loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts. (7) This variable rate loan encumbers 16 properties (Colorado Springs, Aurora, Phoenix, 3173 Sweeten Creek Rd - Asheville, Elk Grove, Garden Grove, Deaverview Rd - Asheville, Highland Center Blvd - Asheville, Sarasota, Mount Pleasant, Pembroke Pines, Riverview, Eastlake, McKinney, Hualapai Way - Las Vegas, Gilbert). The separate assets of these encumbered properties are not available to pay our other debts. (8) On January 29, 2019, we entered into a $161.2 million notional interest rate swap whereby LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the pay off of the Senior Term Loan, we terminated approximately $75.7 million of this interest rate swap which required a settlement payment of approximately $0.6 million. The remaining $85.5 million of the interest rate swap effectively fixed the interest rate on the Secured Loan at 5.1% until August 1, 2020. To continue hedging our interest rate risk related to this loan, we purchased an interest rate cap on August 3, 2020 with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. (9) This variable rate loan bears interest at a rate of 1.95 % plus Royal Bank of Canada Prime Rate, which was approximately 2.45 % as of September 30, 2020, and in no event shall the total interest rate fall below 4.65 % per annum. The Stoney Creek loan was assumed in the SSGT Mergers and had a balance of approximately $ 5 million USD as of the SSGT Mergers date. The Stoney Creek loan is secured by a first lien deed of trust on the Stoney Creek property and all improvements thereto, is cross-collateralized with the Torbarrie property, and is guaranteed by the Company. The amounts shown above are in USD based on the foreign exchange rate in effect as of September 30, 2020. (10) This variable rate loan bears interest at a rate of 1.95% plus Royal Bank of Canada Prime Rate, which was approximately 2.45% as of September 30, 2020, and in no event shall the total interest rate fall below 4.65% per annum. The Torbarrie loan was assumed in the SSGT Mergers and had no outstanding balance as of the date of the SSGT Mergers. The Torbarrie loan is a construction loan and is (11) This loan incurs interest at LIBOR plus 3%, which resulted in an interest rate of 3.15% as of September 30, 2020. However, in June 2019, we purchased an interest rate swap whereby LIBOR is fixed at 1.79% though February 15, 2022, which results in an effective fixed interest rate of 4.79% on this loan. |
Summary of Merger Financings | On January 24, 2019, in conjunction with the SSGT Mergers, we, through certain wholly-owned special purpose entities, entered into various financings (“SSGT Merger Financings”), as follows: Merger Financings Principal Borrowing as of Merger Date CMBS SASB Loan $ 235,000,000 CMBS Loan 104,000,000 Secured Loan 89,178,000 Senior Term Loan 72,000,000 Total $ 500,178,000 |
Schedule of Payment Related to Merger Consideration and Repayment of Debt | The proceeds from the SSGT Merger Financings were primarily used to facilitate the SSGT Mergers as previously described, including the payment of the SSGT merger consideration and the repayment, in full, of certain of our debt, as follows: Merger Financings Principal Repaid Raleigh/Myrtle Beach promissory note $ 11,862,471 Amended KeyBank Credit Facility 98,782,500 Oakland and Concord loan 19,443,753 $11M KeyBank Subordinate Loan 11,000,000 Total $ 141,088,724 |
Future Principal Payment Requirements on Outstanding Debt | The following table presents the future principal payment requirements on outstanding debt as of September 30, 2020: 2020 $ 184,142 2021 96,140,324 2022 323,426,408 2023 3,384,134 2024 47,043,621 2025 and thereafter 246,890,840 Total payments 717,069,469 Premium on secured debt, net 494,168 Debt issuance costs, net (4,774,227 ) Total $ 712,789,410 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020: Notional Amount Strike Effective Maturity Interest Rate Swaps: LIBOR Swap $ 235,000,000 1.79 % June 15, 2019 February 15, 2022 Interest Rate Cap: LIBOR Cap $ 80,000,000 0.50 % August 3, 2020 August 2, 2021 CDOR Cap 99,300,000 (1) 3.00 % October 11, 2018 October 15, 2021 CDOR Cap 1,000,000 (1) 3.00 % March 28, 2019 October 15, 2021 CDOR Cap 11,700,000 (1) 3.00 % May 28, 2019 October 15, 2021 Foreign Currency Forward: Denominated in CAD $ 95,000,000 (1) 1.334 February 10, 2020 February 10, 2021 (1) The following table summarizes the terms of our derivative financial instruments as of December 31, 2019: Notional Amount Strike Effective Maturity Interest Rate Swaps: LIBOR Swap $ 85,512,000 2.61 % January 24, 2019 August 1, 2020 (3) LIBOR Swap 235,000,000 1.79 % June 15, 2019 February 15, 2022 Interest Rate Cap: CDOR Cap $ 99,300,000 (1) 3.00 % October 11, 2018 October 15, 2021 CDOR Cap 1,000,000 (1) 3.00 % March 28, 2019 October 15, 2021 CDOR Cap 11,700,000 (1) 3.00 % May 28, 2019 October 15, 2021 Foreign Currency Option: Denominated in CAD $ 95,000,000 (1) 1.323 December 9, 2019 February 10, 2020 (2) (1) Notional amount shown is denominated in CAD. (2) We settled this forward on February 10, 2020, receiving a net settlement of approximately $ 0.5 million and simultaneously entered into another $ 95 million CAD foreign currency forward with a maturity date of February 10, 2021 . (3) |
Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets | The following table presents a gross presentation of the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of September 30, 2020 and December 31, 2019: Asset/Liability Derivatives Fair Value Balance Sheet Location September 30, 2020 December 31, 2019 Interest Rate Swaps Accounts payable and accrued liabilities $ 5,286,666 $ 1,695,140 Interest Rate Caps Other assets $ — $ 28,847 Foreign Currency Hedges Other assets $ — $ — Accounts payable and accrued liabilities 149,200 1,425,632 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | The following tables summarize information for the reportable segments for the periods presented: Three Months Ended September 30, 2020 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 26,706,201 $ — $ — $ 26,706,201 Ancillary operating revenue 1,431,952 — — 1,431,952 Managed REIT Platform revenue — 2,051,021 — 2,051,021 Reimbursable costs from Managed REITs — 1,173,948 — 1,173,948 Total revenues 28,138,153 3,224,969 — 31,363,122 Operating expenses: Property operating expenses 9,816,774 — — 9,816,774 Managed REIT Platform expense — 329,280 — 329,280 Reimbursable costs from Managed REITs — 1,173,948 — 1,173,948 General and administrative — — 4,012,072 4,012,072 Depreciation 7,863,351 — 140,236 8,003,587 Intangible amortization expense 561,601 1,026,298 — 1,587,899 Other acquisition expenses 468,577 — — 468,577 Contingent earnout expense — 1,600,000 — 1,600,000 Total operating expenses 18,710,303 4,129,526 4,152,308 26,992,137 Operating income (loss) 9,427,850 (904,557 ) (4,152,308 ) 4,370,985 Other income (expense): Interest expense (8,048,225 ) — (45,251 ) (8,093,476 ) Interest expense – accretion of fair market value of secured debt 32,788 — — 32,788 Interest expense – debt issuance costs (950,120 ) — (2,359 ) (952,479 ) Other (139,829 ) 325,514 — 185,685 Net income (loss) $ 322,464 $ (579,043 ) $ (4,199,918 ) $ (4,456,497 ) Nine Months Ended September 30, 2020 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 77,221,013 $ — $ — $ 77,221,013 Ancillary operating revenue 3,768,213 — — 3,768,213 Managed REIT Platform revenue — 5,687,701 — 5,687,701 Reimbursable costs from Managed REITs — 4,453,863 — 4,453,863 Total revenues 80,989,226 10,141,564 — 91,130,790 Operating expenses: Property operating expenses 28,686,843 — — 28,686,843 Managed REIT Platform expense — 2,512,103 — 2,512,103 Reimbursable costs from Managed REITs — 4,453,863 — 4,453,863 General and administrative — — 11,829,732 11,829,732 Depreciation 23,185,178 — 377,523 23,562,701 Intangible amortization expense 4,950,285 3,525,397 — 8,475,682 Other acquisition expenses 593,903 — — 593,903 Contingent earnout adjustment — (5,100,000 ) — (5,100,000 ) Impairment of goodwill and intangible assets — 36,465,732 — 36,465,732 Impairment of investments in Managed REITs — 4,376,879 — 4,376,879 Total operating expenses 57,416,209 46,233,974 12,207,255 115,857,438 Operating income (loss) 23,573,017 (36,092,410 ) (12,207,255 ) (24,726,648 ) Other income (expense): Interest expense (24,581,790 ) — (135,418 ) (24,717,208 ) Interest expense – accretion of fair market value of secured debt 98,337 — — 98,337 Interest expense – debt issuance costs (2,825,162 ) — (7,078 ) (2,832,240 ) Other (544,296 ) 3,312,206 146,930 2,914,840 Net loss $ (4,279,894 ) $ (32,780,204 ) $ (12,202,821 ) $ (49,262,919 ) Three Months Ended September 30, 2019 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 25,669,615 $ — $ — $ 25,669,615 Ancillary operating revenue 1,188,934 — — 1,188,934 Managed REIT Platform revenue — 1,192,665 — 1,192,665 Reimbursable costs from Managed REITs — 1,536,800 — 1,536,800 Total revenues 26,858,549 2,729,465 — 29,588,014 Operating expenses: Property operating expenses 9,655,599 — — 9,655,599 Managed REIT Platform expense — 1,248,665 — 1,248,665 Reimbursable costs from Managed REITs — 1,536,800 — 1,536,800 General and administrative — — 3,519,557 3,519,557 Depreciation 7,470,184 — 169,006 7,639,190 Intangible amortization expense 2,503,987 1,237,059 — 3,741,046 Self administration transaction expenses — — 107,100 107,100 Other acquisition expenses 25,529 — — 25,529 Contingent earnout adjustment — 300,000 — 300,000 Total operating expenses 19,655,299 4,322,524 3,795,663 27,773,486 Operating income (loss) 7,203,250 (1,593,059 ) (3,795,663 ) 1,814,528 Other income (expense): Interest expense (10,214,822 ) — (46,114 ) (10,260,936 ) Interest expense – accretion of fair market value of secured debt 33,191 — — 33,191 Interest expense – debt issuance costs (1,082,543 ) — — (1,082,543 ) Other (106,450 ) 60,631 — (45,819 ) Net loss $ (4,167,374 ) $ (1,532,428 ) $ (3,841,777 ) $ (9,541,579 ) Nine Months Ended September 30, 2019 Managed REIT Corporate Self Storage Platform and Other Total Revenues: Self storage rental revenue $ 74,056,235 $ — $ — $ 74,056,235 Ancillary operating revenue 2,589,985 — — 2,589,985 Managed REIT Platform revenue — 1,221,727 — 1,221,727 Reimbursable costs from Managed REITs — 1,583,909 — 1,583,909 Total revenues 76,646,220 2,805,636 — 79,451,856 Operating expenses: Property operating expenses 26,630,201 — — 26,630,201 Property operating expenses – affiliates 6,605,670 — — 6,605,670 Managed REIT Platform expense — 1,259,234 — 1,259,234 Reimbursable costs from Managed REITs — 1,583,909 — 1,583,909 General and administrative — — 7,000,627 7,000,627 Depreciation 21,750,206 — 177,902 21,928,108 Intangible amortization expense 6,524,347 1,298,007 — 7,822,354 Self administration transaction expenses — — 1,595,371 1,595,371 Acquisition expenses – affiliates 84,061 — — 84,061 Other acquisition expenses 109,765 — — 109,765 Contingent earnout adjustment — 300,000 — 300,000 Total operating expenses 61,704,250 4,441,150 8,773,900 74,919,300 Operating income (loss) 14,941,970 (1,635,514 ) (8,773,900 ) 4,532,556 Other income (expense): Interest expense (28,537,117 ) — (47,623 ) (28,584,740 ) Interest expense – accretion of fair market value of secured debt 98,850 — — 98,850 Interest expense – debt issuance costs (2,997,801 ) — — (2,997,801 ) Net loss on extinguishment of debt (1,487,867 ) — — (1,487,867 ) Gain resulting from acquisition of unconsolidated affiliates 8,017,353 — — 8,017,353 Other (414,871 ) 62,652 — (352,219 ) Net loss $ (10,379,483 ) $ (1,572,862 ) $ (8,821,523 ) $ (20,773,868 ) |
Summary of Total Assets by Segment | The following table summarizes our total assets by segment as of September 30, 2020: Segments September 30, 2020 Self Storage $ 1,158,358,937 (1) Managed REIT Platform 37,895,289 (1) Corporate and Other 33,512,424 Total assets $ 1,229,766,650 (1) Included in the assets of the Self Storage and the Managed REIT Platform segments as of September 30, 2020, are approximately $45.3 million and $8.4 million of goodwill, respectively. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, and the nine months ended September 30, 2020, as well as any related amounts payable as of December 31, 2019 and September 30, 2020: Year Ended December 31, 2019 Nine Months Ended September 30, 2020 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses $ 975,985 $ 1,185,370 $ — $ — $ — $ — Transfer Agent fees 324,943 374,404 — 465,520 438,520 27,000 Asset management fees 3,622,559 3,622,559 — — — — Property management fees 2,983,110 2,983,110 — — — — Acquisition expenses 84,061 84,061 — — — — Capitalized Acquisition costs 235,932 235,932 — — — — Self Administration Transaction working capital true-up 493,785 493,785 — — — — Additional paid-in capital Stockholder servicing fee (1) — 667,651 1,277,340 — 485,675 791,665 Total $ 8,720,375 $ 9,646,872 $ 1,277,340 $ 465,520 $ 924,195 $ 818,665 (1) th |
Summary of Related Party Fees and Reimbursable Costs | Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and nine months ended September 30, 2020 and 2019: Managed REIT Platform Revenues Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Property management agreement – SST IV $ 367,256 $ 288,026 $ 1,039,753 $ 296,300 Property management agreement – SSGT II 90,069 40,222 241,624 40,822 Advisory agreement – SST IV 813,052 490,844 2,358,906 506,470 Advisory agreement – SSGT II 281,839 117,380 788,932 121,942 Tenant Program revenue – SST IV 252,885 120,498 610,635 120,498 Tenant Program revenue – SSGT II 73,011 15,895 152,624 15,895 Other Managed REIT revenue (1) 172,909 119,800 495,227 119,800 Total $ 2,051,021 $ 1,192,665 $ 5,687,701 $ 1,221,727 (1) Such revenues primarily includes construction management and development fees. |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Time Based Awards | |
Schedule of Un-Vested Share Activity | The following table summarizes the activity related to our time based awards: Restricted Stock LTIPs Time Based Award Grants Shares Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Unvested at December 31, 2018 21,438 $ 10.38 $ — $ — Granted 251,993 9.48 — — Vested (7,625 ) 10.29 — — Forfeited — — — — Unvested at December 31, 2019 265,806 9.53 — — Granted 72,383 9.78 214,521 9.09 Vested (81,618 ) 9.57 — — Forfeited (6,567 ) 9.78 — — Unvested at September 30, 2020 250,004 $ 9.58 214,521 $ 9.09 |
Performance Based Awards | |
Schedule of Un-Vested Share Activity | The following table summarizes our activity related to our performance based awards: Restricted Stock LTIPs Performance Based Award Grants Shares Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Unvested at December 31, 2019 — $ — — $ — Granted 5,752 9.78 130,638 9.09 Vested — — — — Forfeited — — — — Unvested at September 30, 2020 5,752 $ 9.78 130,638 $ 9.09 |
Selected Quarterly Data (Tables
Selected Quarterly Data (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly financial information for the periods shown below: Three months ended September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 September 30, 2020 Total revenues $ 29,588,014 $ 30,076,693 $ 30,298,123 $ 29,469,545 $ 31,363,122 Total operating expenses $ 27,773,486 $ 26,965,933 $ 61,368,274 $ 27,497,027 $ 26,992,137 Operating income (loss) $ 1,814,528 $ 7,055,456 $ (31,070,151 ) $ 1,972,518 $ 4,370,985 Net loss $ (9,541,579 ) $ (4,321,670 ) $ (37,743,581 ) $ (7,062,841 ) $ (4,456,497 ) Net loss attributable to common stockholders $ (8,214,826 ) $ (5,431,504 ) $ (35,073,951 ) $ (8,491,421 ) $ (6,259,114 ) Net loss per Class A Share-basic and diluted $ (0.14 ) $ (0.09 ) $ (0.59 ) $ (0.14 ) $ (0.10 ) Net loss per Class T Share-basic and diluted $ (0.14 ) $ (0.09 ) $ (0.59 ) $ (0.14 ) $ (0.10 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) $ / shares in Units, ft² in Millions | Nov. 10, 2020ft²StorageFacilityStateStorageUnitRealEstateVenture$ / shares | Apr. 20, 2020$ / shares | Oct. 29, 2019USD ($) | Jan. 09, 2017USD ($)shares | May 23, 2014USD ($) | Aug. 02, 2013USD ($) | Sep. 30, 2020USD ($)StorageFacilityState$ / sharesshares | Oct. 26, 2020USD ($) | May 14, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Oct. 01, 2018State | Nov. 30, 2016shares |
Organization And Nature Of Operations [Line Items] | ||||||||||||
Date of formation of company | Jan. 8, 2013 | |||||||||||
Number of self storage facilities | StorageFacility | 112 | |||||||||||
Number of states located for self storage facilities | State | 17 | 10 | ||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ 95,000,000 | |||||||||||
Maximum purchase commitment amount | $ 200,000,000 | |||||||||||
Initial closing amount | $ 150,000,000 | |||||||||||
Preferred stock, dividend rate, percentage | 6.25% | |||||||||||
Advisor, SS Toronto REIT Advisors, Inc., and SS Growth Advisor, LLC. | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of limited partnership interests | 86.50% | |||||||||||
SAM and Affiliates | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of limited partnership interests owned by noncontrolling owners | 13.50% | |||||||||||
Fifth To Tenth Anniversary | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Dividend rate percentage of increase on preferred stock | 0.75% | |||||||||||
After Tenth Anniversary | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Dividend rate percentage of increase on preferred stock | 0.75% | |||||||||||
Distribution Reinvestment Plan | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Common Stock, shares authorize | shares | 100,900,000 | |||||||||||
Description for termination of offering | The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. | |||||||||||
Preferred Stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Preferred Stock, shares authorize | shares | 200,000,000 | 200,000,000 | ||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Maximum | Tenth Anniversary | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Preferred stock, dividend rate, percentage | 9.00% | |||||||||||
Primary Offering | Maximum | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Common stock, value authorize | $ 1,000,000,000 | |||||||||||
Primary Offering | Minimum | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Sale of common shares | $ 1,500,000 | |||||||||||
Class A Common stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Common Stock, shares authorize | shares | 350,000,000 | 350,000,000 | ||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Estimated value per common share | $ / shares | $ 10.40 | |||||||||||
Class A Common stock | Distribution Reinvestment Plan | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Selling price per share | $ / shares | $ 10.40 | |||||||||||
Class A Common stock | Common Stock | Distribution Reinvestment Plan | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Gross proceeds from issuance of common stock | $ 52,100,000 | |||||||||||
Number of common stock issued | shares | 5,000,000 | |||||||||||
Class A Common stock | Primary Offering | Common Stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Number of shares issued in offering | shares | 48,000,000 | |||||||||||
Gross proceeds from issuance of common stock | $ 493,000,000 | |||||||||||
Class T Common stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Common Stock, shares authorize | shares | 350,000,000 | 350,000,000 | ||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Estimated value per common share | $ / shares | $ 10.40 | |||||||||||
Class T Common stock | Distribution Reinvestment Plan | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Selling price per share | $ / shares | $ 10.40 | |||||||||||
Class T Common stock | Common Stock | Distribution Reinvestment Plan | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Gross proceeds from issuance of common stock | $ 8,000,000 | |||||||||||
Number of common stock issued | shares | 800,000 | |||||||||||
Class T Common stock | Primary Offering | Common Stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Number of shares issued in offering | shares | 7,000,000 | |||||||||||
Gross proceeds from issuance of common stock | $ 73,000,000 | |||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Preferred Stock, shares authorize | shares | 200,000 | 200,000 | ||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Subsequent Event | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Second and final closing amount | $ 50,000,000 | |||||||||||
Subsequent Event | SST IV Merger Agreement | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Number of self storage facilities | StorageFacility | 24 | |||||||||||
Number of states located for self storage facilities | State | 9 | |||||||||||
Number of self storage units | StorageUnit | 18,000 | |||||||||||
Net rentable area, primarily self storage space | ft² | 2 | |||||||||||
Subsequent Event | SST IV Merger Agreement | Class A Common stock | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | |||||||||||
Subsequent Event | SST IV Merger Agreement | Canada | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of voting membership interest | 50.00% | |||||||||||
Number of unconsolidated real estate ventures | RealEstateVenture | 5 | |||||||||||
SmartStop Self Storage, Inc. | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Number of self storage professionals and other personnel | StorageFacility | 350 | |||||||||||
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 | |||||||||||
SmartStop Asset Management | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of non-voting equity owned | 15.00% | |||||||||||
SmartStop Asset Management | Investments in Majority-owned Subsidiaries | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of non-voting equity owned | 15.00% | |||||||||||
Self Administration Transaction | Strategic Storage Property Management II, LLC | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of voting membership interest | 100.00% | |||||||||||
Self Administration Transaction | SS Growth Property Management, LLC | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of voting membership interest | 100.00% | |||||||||||
Self Administration Transaction | Strategic Storage Advisor II, LLC | ||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||
Percentage of voting membership interest | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) shares in Millions | Oct. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)TrademarkSegment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Jan. 01, 2020USD ($) | Jun. 28, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Investments in Managed REITs | $ 5,600,000 | ||||||||
Payments to acquire intangible assets | $ 0 | $ 13,600,000 | |||||||
Business acquisition, transaction costs | $ 470,000 | $ 26,000 | 594,000 | 194,000 | |||||
Impairment losses of real property assets recognized | 0 | 0 | 0 | 0 | |||||
Goodwill | 53,643,331 | 53,643,331 | $ 78,372,980 | $ 78,372,980 | |||||
Trademarks acquired amount | 0 | 0 | |||||||
Trademarks acquired | 16,229,412 | 16,229,412 | 19,688,167 | ||||||
Gross amounts of lease intangibles | 46,600,000 | 46,600,000 | 46,800,000 | ||||||
Accumulated amortization | 45,200,000 | 45,200,000 | 40,400,000 | ||||||
Redemptions of common stock | $ 700,000 | $ 1,300,000 | $ 700,000 | $ 4,900,000 | $ 400,000 | ||||
Redemptions of common stock (in shares) | shares | 0.1 | 0.1 | 0.5 | ||||||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | ||||||||
Number of reportable business segments | Segment | 2 | ||||||||
Subsequent Event | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Redemptions of common stock | $ 1,300,000 | ||||||||
Redemptions of common stock (in shares) | shares | 0.1 | ||||||||
Real Estate Investment | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Gains (losses) on exchange rate changes in equity investments recorded in other income (expense) | $ 300,000 | $ 200,000 | $ (300,000) | $ 700,000 | |||||
Class T Common stock | |||||||||
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 | ||||||||
Redeemable Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Redemptions of common stock | $ 4,500,000 | ||||||||
Non Revolving Debt | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Debt issuance cost, gross | 11,900,000 | $ 11,900,000 | 11,900,000 | ||||||
Accumulated amortization of debt issuance costs | 7,100,000 | 7,100,000 | 4,300,000 | ||||||
Self Storage | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Goodwill | 45,300,000 | 45,300,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2020 | 25,000,000,000 | 25,000,000,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2021 | 100,000 | 100,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2022 | 100,000 | 100,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2023 | 100,000 | 100,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2024 | 100,000 | 100,000 | |||||||
Total estimated future amortization expense of intangible assets, thereafter | 1,000,000 | 1,000,000 | |||||||
Self Administration Transaction | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Total estimated future amortization expense of intangible assets, year 2020 | 1,000,000 | 1,000,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2021 | 2,900,000 | 2,900,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2022 | 2,900,000 | 2,900,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2023 | 2,900,000 | 2,900,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2024 | 1,800,000 | 1,800,000 | |||||||
Total estimated future amortization expense of intangible assets, thereafter | 300,000 | $ 300,000 | |||||||
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 | ||||||||
SmartStop Trademark | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Amortization period of intangible assets | 8 years | ||||||||
Strategic Storage Trademark | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Amortization period of intangible assets | 7 years | ||||||||
Total estimated future amortization expense of intangible assets, year 2020 | 35,000 | $ 35,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2021 | 140,000 | 140,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2022 | 140,000 | 140,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2023 | 140,000 | 140,000 | |||||||
Total estimated future amortization expense of intangible assets, year 2024 | 70,000 | 70,000 | |||||||
Total estimated future amortization expense of intangible assets, thereafter | 0 | $ 0 | |||||||
Trademarks | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Amortization period of intangible assets | 15 years | ||||||||
Self Administration Transaction | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Goodwill | 78,400,000 | $ 78,400,000 | |||||||
Trademarks acquired | 19,800,000 | $ 19,800,000 | |||||||
Number of trademarks acquired | Trademark | 2 | ||||||||
Gross amounts of lease intangibles | 18,100,000 | $ 18,100,000 | 26,500,000 | ||||||
Accumulated amortization | 6,300,000 | $ 6,300,000 | $ 2,900,000 | ||||||
Former Dealer Manager | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Underwriting commission | 10.00% | ||||||||
Maximum former dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | ||||||||
Former Dealer Manager | Class T Common stock | |||||||||
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 | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |||||||
Primary Offering Former Dealer Manager Agreement | Class T Common stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of gross proceeds from sale of shares | 10.00% | ||||||||
Primary Offering Former Dealer Manager Agreement | Class A Common stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of gross proceeds from sale of shares | 10.00% | ||||||||
Investments in and Advances to Managed REITs | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Investments in Managed REITs | 7,900,000 | $ 7,900,000 | $ 5,800,000 | ||||||
Investments in and Advances to Managed REITs | Mangaed REITs | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Receivables due from related parties | $ 320,000 | $ 320,000 | $ 275,000 |
Estimated Useful Lives used to
Estimated Useful Lives used to Depreciate Real Property Assets (Detail) | 9 Months Ended |
Sep. 30, 2020 | |
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 | 40 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 ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 320,200,000 | $ 311,700,000 |
Carrying Value | $ 302,205,553 | $ 302,820,786 |
Schedule of Activity in Real Es
Schedule of Activity in Real Estate Facilities (Detail) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 1,173,825,368 |
Real estate acquisitions | 812,892 |
Construction in process placed in service | 13,389,703 |
Impact of foreign exchange rate changes | (4,145,778) |
Improvements and additions | 7,155,135 |
Real estate facilities, ending balance | 1,191,037,320 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (83,692,491) |
Depreciation expense | (23,136,367) |
Impact of foreign exchange rate changes | 272,635 |
Accumulated depreciation, ending balance | $ (106,556,223) |
Real Estate Facilities - Additi
Real Estate Facilities - Additional Information (Detail) $ in Millions | Sep. 01, 2020CAD ($) | Jul. 21, 2020USD ($)ft²StorageFacility | Jun. 02, 2020CAD ($) | Oct. 01, 2018USD ($)StorageFacilityStateshares | Sep. 30, 2020State | Jan. 24, 2019USD ($) |
Restructuring Cost And Reserve [Line Items] | ||||||
Repayment of debt | $ 141,088,724 | |||||
Principal borrowing | 500,178,000 | |||||
Number of operating self storage facilities | StorageFacility | 28 | |||||
Number of states for self storage facilities | State | 10 | 17 | ||||
Number of operating self storage facilities | StorageFacility | 1 | |||||
SS Growth Advisor LLC | Capital Unit, Class A | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Business acquisition partnership units issued | shares | 396,000 | |||||
Etobicoke Property | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Purchase price | $ 2.2 | |||||
Scarborough Property | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Purchase price | $ 2.2 | |||||
Acquisition of Self Storage Facility | Riverview, Florida | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Purchase price | $ 800,000 | |||||
Number of units added to existing self storage facility | StorageFacility | 170 | |||||
Rentable area added to existing self storage facility | ft² | 25,000 | |||||
Strategic Storage Growth Trust, Inc | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Purchase price | $ 350,448,960 | |||||
Repayment of debt | 141,000,000 | |||||
Principal borrowing | $ 500,000,000 | |||||
SS Growth Operating Partnership, L.P | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Limited partners' capital account, units converted in to percentage | 112.70% |
Summary of Reconciles Total Con
Summary of Reconciles Total Consideration Transferred (Detail) - Strategic Storage Growth Trust, Inc | Oct. 01, 2018USD ($) |
Fair value of consideration transferred: | |
Cash | $ 346,231,561 |
Issuance of limited partnership units in our Operating Partnership to SS Growth Advisor, LLC | 4,217,399 |
Total consideration transferred | $ 350,448,960 |
Summary of Reconciles Total C_2
Summary of Reconciles Total Consideration Transferred (Parenthetical) (Detail) - USD ($) | Oct. 01, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||||
Debt Instrument Carrying Amount | $ 717,069,469 | $ 717,069,469 | |||
Business acquisition, transaction costs | $ 470,000 | $ 26,000 | $ 594,000 | $ 194,000 | |
Strategic Storage Growth Trust, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 346,231,561 | ||||
Cash paid to stockholders | 320,000,000 | ||||
Debt Instrument Carrying Amount | 19,000,000 | ||||
Other liabilities paid | 5,000,000 | ||||
Business acquisition, transaction costs | $ 1,000,000 |
Self Administration Transacti_4
Self Administration Transaction - Additional Information (Detail) | Jun. 28, 2019USD ($)Employee$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Legal fees and fees and expenses of professional and financial advisors | $ 1,600,000 | |||||
Estimated fair value of consideration transferred | $ 111,300,000 | |||||
Gain resulting from acquisition of unconsolidated affiliates | $ 0 | $ 0 | 0 | $ 8,017,353 | ||
Incremental assets under management | 219,000,000 | 219,000,000 | ||||
Noncontrolling interests in our Operating Partnership | $ 61,270,970 | $ 61,270,970 | $ 71,988,256 | |||
Agreement term | 3 years | |||||
Strategic Storage Advisor II, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Partnership units exchanged | shares | 20,000 | |||||
Cash proceeds from partnership units exchanged | $ 200,000 | |||||
Gain (loss) from partners capital account units exchanged | 0 | |||||
Fair value of operating partnership units and special limited partnership interests contributed | 18,800,000 | |||||
Noncontrolling interests in our Operating Partnership | $ 9,100,000 | |||||
Fair Value, Inputs, Level 3 | ||||||
Business Acquisition [Line Items] | ||||||
Alternative investment, measurement input | 5.16% | |||||
Minority and Marketability Discount | Fair Value, Inputs, Level 3 | ||||||
Business Acquisition [Line Items] | ||||||
Alternative investment, measurement input | 0.05 | |||||
Contribution Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of fair value of equity interests | 50.00% | |||||
Gain resulting from acquisition of unconsolidated affiliates | $ 8,000,000 | |||||
Contribution Agreement | SmartStop Asset Management | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting membership interest | 100.00% | |||||
Number of on-site self storage employees | Employee | 350 | |||||
Cash | $ 769,126 | |||||
Debt assumption | $ 15,000,000 | |||||
Contribution Agreement | Class A-1 Units | SmartStop Asset Management | ||||||
Business Acquisition [Line Items] | ||||||
Number of limited partnership units | shares | 8,698,956 | |||||
Contribution Agreement | Class A-2 Units | SmartStop Asset Management | ||||||
Business Acquisition [Line Items] | ||||||
Number of limited partnership units | shares | 3,283,302 | |||||
Operating Partnership Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Number of limited partnership units | shares | 20,000 | |||||
Cash received | $ 200,000 | |||||
Operating Partnership Agreement | Class A-1 Units | ||||||
Business Acquisition [Line Items] | ||||||
Lock-up expiration date | Jun. 28, 2021 | |||||
Conversion of stock, description | The Class A-1 Units are subject to the general restrictions on transfer contained in the Operating Partnership Agreement. In addition, until June 28, 2021 (the “Lock-Up Expiration”), the Class A-1 Units may not be sold, pledged, or otherwise transferred or encumbered except in certain limited circumstances set forth in the Contribution Agreement. The Class A-1 Units are otherwise entitled to all rights and duties of the Class A limited partnership units in the Operating Partnership, including cash distributions and the allocation of any profits or losses in the Operating Partnership. The Class A-2 Units may convert into Class A-1 Units as earnout consideration, as described below. The Class A-2 Units are not entitled to cash distributions or the allocation of any profits or losses in the Operating Partnership until the Class A-2 Units are converted into Class A-1 Units | |||||
Operating Partnership Agreement | Class A-2 Units | ||||||
Business Acquisition [Line Items] | ||||||
Earnout unit exchange per share | $ / shares | $ 10.66 | |||||
Class of unit expiration year | 7 years | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature A | ||||||
Business Acquisition [Line Items] | ||||||
Class of unit conversion percentage | 33.33% | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature A | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Incremental AUM under operating partnership | $ 300,000,000 | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature B | ||||||
Business Acquisition [Line Items] | ||||||
Class of unit conversion percentage | 33.33% | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature B | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Incremental AUM under operating partnership | $ 500,000,000 | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature C | ||||||
Business Acquisition [Line Items] | ||||||
Class of unit conversion percentage | 33.33% | |||||
Operating Partnership Agreement | Class A-2 Units | Unit Conversion Feature C | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Incremental AUM under operating partnership | $ 700,000,000 | |||||
Membership Interest Purchase Agreement | Terrace Rd LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting membership interest | 100.00% | |||||
Cash | $ 2,300,000 | |||||
Debt assumption | 4,200,000 | |||||
Purchase price | $ 6,500,000 |
Self Administration Transacti_5
Self Administration Transaction - Summary of Estimated Fair Value Consideration Transferred (Detail) | Jun. 28, 2019USD ($) |
Fair value of consideration transferred: | |
Total | $ 111,300,000 |
Contribution Agreement and Membership Interest Purchase Agreement | |
Fair value of consideration transferred: | |
Cash | 3,918,185 |
Total consideration transferred | 98,461,185 |
Fair value of our preexisting 50% equity interests | 12,800,000 |
Total | 111,261,185 |
Contribution Agreement and Membership Interest Purchase Agreement | Class A-1 Units | |
Fair value of consideration transferred: | |
Units | 63,643,000 |
Contribution Agreement and Membership Interest Purchase Agreement | Class A-2 Units (contingent earnout) | |
Fair value of consideration transferred: | |
Units | $ 30,900,000 |
Self Administration Transacti_6
Self Administration Transaction - Summary of Estimated Fair Value Consideration Transferred (Parenthetical) (Detail) - Contribution Agreement $ in Millions | Jun. 28, 2019USD ($) |
Business Acquisition [Line Items] | |
Fair market value | $ 0.5 |
Percentage of fair value of equity interests | 50.00% |
Self Administration Transacti_7
Self Administration Transaction - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 28, 2019 |
Identifiable Assets Acquired at Fair Value | |||
Cash and cash equivalents | $ 36,443 | ||
Restricted cash | 94,999 | ||
Land | 975,000 | ||
Building | 5,389,000 | ||
Site Improvements | 136,000 | ||
Equipment, furniture and fixtures | 651,000 | ||
Investments in Managed REITs | 5,600,000 | ||
Other assets | 1,084,629 | ||
Intangibles - customer relationships | 1,600,000 | ||
Trademarks | 19,800,000 | ||
Intangibles - management contracts | 24,900,000 | ||
Total identifiable assets acquired | 60,267,071 | ||
Identifiable Liabilities Assumed at Fair Value | |||
Debt | 19,219,126 | ||
Accounts payable and accrued expenses | 722,286 | ||
Deferred tax liabilities, net | 7,415,654 | ||
Total liabilities assumed | 27,357,066 | ||
Net identifiable assets acquired | 32,910,005 | ||
Goodwill | $ 53,643,331 | $ 78,372,980 | 78,372,980 |
Non-controlling interest related to consolidated Tenant Programs joint ventures | (21,800) | ||
Net assets acquired | $ 111,261,185 |
Self Administration Transacti_8
Self Administration Transaction - Intangible Assets, Goodwill and Certain Other Assets and Liabilities - Additional Information (Detail) - USD ($) | Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charges | $ 0 | $ 0 | $ 36,465,732 | $ 0 | |||
Self Administration Transaction | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment charges | $ 11,700,000 | ||||||
Estimated fair value of contingent earnout liability | $ 23,900,000 | 23,900,000 | $ 26,000,000 | $ 26,000,000 | $ 31,100,000 | ||
Self Administration Transaction | COVID-19 | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Investment impairment charges | 4,400,000 | ||||||
Self Administration Transaction | Managed REIT Platform | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment charges | 24,700,000 | ||||||
Deferred tax liabilities | $ 2,400,000 | ||||||
Self Administration Transaction | Trademarks | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment charges | 3,300,000 | ||||||
Self Administration Transaction | Management Contracts of SST IV | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment charges | 2,200,000 | ||||||
Self Administration Transaction | Management Contracts of SSGTII | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment charges | $ 6,200,000 |
Pro Forma Financial Informati_3
Pro Forma Financial Information (Unaudited) - Summary of Consolidated Results of Operations on Pro Forma Basis (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 91,130,790 | $ 83,770,481 |
Pro forma operating expenses | (115,057,438) | (76,609,917) |
Pro forma net income (loss) attributable to common stockholders | $ (49,248,355) | $ (22,486,573) |
Pro Forma Financial Informati_4
Pro Forma Financial Information (Unaudited) - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Pro forma acquisition related expenses | $ 0 | $ 1,600,000 |
Schedule of Summarized Real Est
Schedule of Summarized Real Estate Secured Debt (Detail) - USD ($) | Jan. 24, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | $ 717,069,469 | |||
Premium on secured debt, net | 494,168 | |||
Debt issuance costs, net | (4,774,227) | |||
Total | $ 712,789,410 | $ 712,733,002 | ||
KeyBank CMBS Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | $ 104,000,000 | |||
Debt Instrument Fixed Rate | 5.00% | |||
Debt Instrument Maturity Date | Feb. 1, 2029 | |||
Canadian CitiBank Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [1] | 2.73% | ||
Debt Instrument Carrying Amount | [1] | $ 83,274,660 | 85,500,660 | |
Debt Instrument Maturity Date | [1] | Oct. 9, 2021 | ||
CMBS SASB Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [2],[3] | 3.15% | ||
Debt Instrument Carrying Amount | [3] | $ 235,000,000 | 235,000,000 | |
Debt Instrument Maturity Date | [3] | Feb. 9, 2022 | ||
Secured Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [4],[5] | 3.00% | ||
Debt Instrument Carrying Amount | [4],[5] | $ 85,512,000 | 85,512,000 | |
Debt Instrument Maturity Date | [4],[5] | Jan. 24, 2022 | ||
Stoney Creek Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [6] | 4.65% | ||
Debt Instrument Carrying Amount | [6] | $ 5,446,364 | 5,591,950 | |
Debt Instrument Maturity Date | [6] | Oct. 1, 2021 | ||
Torbarrie Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | [7] | 4.65% | ||
Debt Instrument Carrying Amount | [7] | $ 6,125,060 | 5,936,996 | |
Debt Instrument Maturity Date | [7] | Sep. 1, 2021 | ||
Ladera Office Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate | 4.29% | |||
Debt Instrument Carrying Amount | $ 4,119,943 | 4,179,994 | ||
Debt Instrument Maturity Date | Nov. 1, 2026 | |||
Fixed Rate Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Premium on secured debt, net | $ 494,168 | 592,505 | ||
Debt issuance costs, net | (4,774,227) | (7,629,390) | ||
Total | 712,789,410 | 712,733,002 | ||
Fixed Rate Secured Debt | KeyBank CMBS Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | [8] | $ 95,000,000 | 95,000,000 | |
Debt Instrument Fixed Rate | [8] | 3.89% | ||
Debt Instrument Maturity Date | [8] | Aug. 1, 2026 | ||
Fixed Rate Secured Debt | KeyBank Florida CMBS Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | [9] | $ 52,000,000 | 52,000,000 | |
Debt Instrument Fixed Rate | [9] | 4.65% | ||
Debt Instrument Maturity Date | [9] | May 1, 2027 | ||
Fixed Rate Secured Debt | Midland North Carolina CMBS Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | [10] | $ 46,591,442 | 47,048,287 | |
Debt Instrument Fixed Rate | [10] | 5.31% | ||
Debt Instrument Maturity Date | [10] | Aug. 1, 2024 | ||
Fixed Rate Secured Debt | CMBS Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Carrying Amount | [11] | $ 104,000,000 | $ 104,000,000 | |
Debt Instrument Fixed Rate | [11] | 5.00% | ||
Debt Instrument Maturity Date | [11] | Feb. 1, 2029 | ||
[1] | This variable rate loan encumbers 10 of our Canadian properties and the amounts shown above are in USD based on the foreign exchange rate in effect of the dates presented. W e purchased interest rate caps that cap CDOR at 3.0% until October 15, 2021. | |||
[2] | This loan incurs interest at LIBOR plus 3%, which resulted in an interest rate of 3.15% as of September 30, 2020. However, in June 2019, we purchased an interest rate swap whereby LIBOR is fixed at 1.79% though February 15, 2022, which results in an effective fixed interest rate of 4.79% on this loan. | |||
[3] | This variable rate loan encumbers 29 properties (Morrisville, Cary, Raleigh, Vallejo, Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Port St Lucie, Sacramento, Concord, Oakland, Wellington, Doral, Naples, Baltimore, Aurora, Jones Blvd - Las Vegas, Russell Rd - Las Vegas, Riverside, Stockton, Azusa, Romeoville, Elgin, San Antonio, Kingwood). The separate assets of these encumbered properties are not available to pay our other debts. | |||
[4] | On January 29, 2019, we entered into a $161.2 million notional interest rate swap whereby LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the pay off of the Senior Term Loan, we terminated approximately $75.7 million of this interest rate swap which required a settlement payment of approximately $0.6 million. The remaining $85.5 million of the interest rate swap effectively fixed the interest rate on the Secured Loan at 5.1% until August 1, 2020. To continue hedging our interest rate risk related to this loan, we purchased an interest rate cap on August 3, 2020 with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. | |||
[5] | This variable rate loan encumbers 16 properties (Colorado Springs, Aurora, Phoenix, 3173 Sweeten Creek Rd - Asheville, Elk Grove, Garden Grove, Deaverview Rd - Asheville, Highland Center Blvd - Asheville, Sarasota, Mount Pleasant, Pembroke Pines, Riverview, Eastlake, McKinney, Hualapai Way - Las Vegas, Gilbert). The separate assets of these encumbered properties are not available to pay our other debts. | |||
[6] | This variable rate loan bears interest at a rate of 1.95 % plus Royal Bank of Canada Prime Rate, which was approximately 2.45 % as of September 30, 2020, and in no event shall the total interest rate fall below 4.65 % per annum. The Stoney Creek loan was assumed in the SSGT Mergers and had a balance of approximately $ 5 million USD as of the SSGT Mergers date. The Stoney Creek loan is secured by a first lien deed of trust on the Stoney Creek property and all improvements thereto, is cross-collateralized with the Torbarrie property, and is guaranteed by the Company. The amounts shown above are in USD based on the foreign exchange rate in effect as of September 30, 2020. | |||
[7] | This variable rate loan bears interest at a rate of 1.95% plus Royal Bank of Canada Prime Rate, which was approximately 2.45% as of September 30, 2020, and in no event shall the total interest rate fall below 4.65% per annum. The Torbarrie loan was assumed in the SSGT Mergers and had no outstanding balance as of the date of the SSGT Mergers. The Torbarrie loan is a construction loan and is | |||
[8] | This fixed rate 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) with monthly interest only payments until September 2021, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. | |||
[9] | This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. | |||
[10] | This fixed rate 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 became due monthly. | |||
[11] | This fixed rate loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts. |
Schedule of Summarized Real E_2
Schedule of Summarized Real Estate Secured Debt (Parenthetical) (Detail) | Aug. 03, 2020USD ($) | Oct. 29, 2019USD ($) | Jan. 24, 2019USD ($) | Sep. 30, 2020USD ($)Property | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 08, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 25, 2019CAD ($) | Oct. 01, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | $ 90,000,000 | ||||||||
Debt Instrument Carrying Amount | $ 717,069,469 | ||||||||||
Strategic Storage Growth Trust, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Carrying Amount | $ 19,000,000 | ||||||||||
Royal Bank of Canada Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate | 2.45% | ||||||||||
Interest Rate Cap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, notional amount | $ 80,000,000 | ||||||||||
Effective interest rate cap on derivative instrument | 0.50% | ||||||||||
Debt Instrument Maturity Date | Aug. 2, 2021 | ||||||||||
Interest Rate Cap | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Effective interest rate cap on derivative instrument | 0.50% | ||||||||||
KeyBank CMBS Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Maturity Date | Feb. 1, 2029 | ||||||||||
Debt Instrument Fixed Rate | 5.00% | ||||||||||
Debt Instrument Carrying Amount | $ 104,000,000 | ||||||||||
Canadian Citi Bank Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | Property | 10 | ||||||||||
Canadian Citi Bank Loan | Interest Rate Cap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Effective interest rate cap on derivative instrument | 3.00% | ||||||||||
CMBS SASB Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | 29 | ||||||||||
Debt Instrument Maturity Date | [1] | Feb. 9, 2022 | |||||||||
Debt Instrument, Interest Rate | [1],[2] | 3.15% | |||||||||
Debt Instrument Carrying Amount | [1] | $ 235,000,000 | $ 235,000,000 | ||||||||
CMBS SASB Loan | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable interest rate | 3.00% | ||||||||||
Debt instrument, description of variable rate basis | LIBOR plus 3% | ||||||||||
CMBS SASB Loan | Interest Rate Swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Interest Rate | 4.79% | ||||||||||
CMBS SASB Loan | Interest Rate Swap | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed interest rate | 1.79% | ||||||||||
Interest rate, maturity date | Feb. 15, 2022 | ||||||||||
Secured Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | 16 | ||||||||||
Debt Instrument Maturity Date | [3],[4] | Jan. 24, 2022 | |||||||||
Debt Instrument, Interest Rate | [3],[4] | 3.00% | |||||||||
Debt Instrument Carrying Amount | [3],[4] | $ 85,512,000 | 85,512,000 | ||||||||
Secured Loan | Interest Rate Cap | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Effective interest rate cap on derivative instrument | 2.60% | ||||||||||
Secured Loan | Interest Rate Swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, notional amount | $ 85,500,000 | ||||||||||
Derivative, Fixed Interest Rate | 5.10% | ||||||||||
Stoney Creek Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Maturity Date | [5] | Oct. 1, 2021 | |||||||||
Debt Instrument, Interest Rate | [5] | 4.65% | |||||||||
Debt Instrument Carrying Amount | [5] | $ 5,446,364 | 5,591,950 | ||||||||
Stoney Creek Loan | Strategic Storage Growth Trust, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable interest rate | 1.95% | ||||||||||
Debt Instrument Carrying Amount | $ 5,000,000 | ||||||||||
Stoney Creek Loan | Strategic Storage Growth Trust, Inc | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Fixed Rate | 4.65% | ||||||||||
Torbarrie Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Maturity Date | [6] | Sep. 1, 2021 | |||||||||
Debt Instrument, Interest Rate | [6] | 4.65% | |||||||||
Debt Instrument Carrying Amount | [6] | $ 6,125,060 | 5,936,996 | ||||||||
Torbarrie Loan | Strategic Storage Growth Trust, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, variable interest rate | 1.95% | ||||||||||
Debt Instrument Carrying Amount | $ 0 | ||||||||||
Torbarrie Loan | Strategic Storage Growth Trust, Inc | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Fixed Rate | 4.65% | ||||||||||
Fixed Rate Secured Debt | Interest Rate Swap | Termination | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, notional amount | $ 75,700,000 | ||||||||||
Settlement payment of interest rate swaps | $ 600,000 | ||||||||||
Fixed Rate Secured Debt | KeyBank CMBS Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | Property | 29 | ||||||||||
Debt Instrument Maturity Date | [7] | Aug. 1, 2026 | |||||||||
Debt Instrument Fixed Rate | [7] | 3.89% | |||||||||
Debt Instrument Carrying Amount | [7] | $ 95,000,000 | 95,000,000 | ||||||||
Fixed Rate Secured Debt | KeyBank Property Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | Property | 5 | ||||||||||
Fixed Rate Secured Debt | Midland North Carolina CMBS Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | Property | 11 | ||||||||||
Debt Instrument Maturity Date | [8] | Aug. 1, 2024 | |||||||||
Debt Instrument Fixed Rate | [8] | 5.31% | |||||||||
Debt Instrument Carrying Amount | [8] | $ 46,591,442 | 47,048,287 | ||||||||
Fixed Rate Secured Debt | CMBS Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of properties encumbered | Property | 10 | ||||||||||
Debt Instrument Maturity Date | [9] | Feb. 1, 2029 | |||||||||
Debt Instrument Fixed Rate | [9] | 5.00% | |||||||||
Debt Instrument Carrying Amount | [9] | $ 104,000,000 | $ 104,000,000 | ||||||||
[1] | This variable rate loan encumbers 29 properties (Morrisville, Cary, Raleigh, Vallejo, Xenia, Sidney, Troy, Greenville, Washington Court House, Richmond, Connersville, Port St Lucie, Sacramento, Concord, Oakland, Wellington, Doral, Naples, Baltimore, Aurora, Jones Blvd - Las Vegas, Russell Rd - Las Vegas, Riverside, Stockton, Azusa, Romeoville, Elgin, San Antonio, Kingwood). The separate assets of these encumbered properties are not available to pay our other debts. | ||||||||||
[2] | This loan incurs interest at LIBOR plus 3%, which resulted in an interest rate of 3.15% as of September 30, 2020. However, in June 2019, we purchased an interest rate swap whereby LIBOR is fixed at 1.79% though February 15, 2022, which results in an effective fixed interest rate of 4.79% on this loan. | ||||||||||
[3] | On January 29, 2019, we entered into a $161.2 million notional interest rate swap whereby LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the pay off of the Senior Term Loan, we terminated approximately $75.7 million of this interest rate swap which required a settlement payment of approximately $0.6 million. The remaining $85.5 million of the interest rate swap effectively fixed the interest rate on the Secured Loan at 5.1% until August 1, 2020. To continue hedging our interest rate risk related to this loan, we purchased an interest rate cap on August 3, 2020 with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. | ||||||||||
[4] | This variable rate loan encumbers 16 properties (Colorado Springs, Aurora, Phoenix, 3173 Sweeten Creek Rd - Asheville, Elk Grove, Garden Grove, Deaverview Rd - Asheville, Highland Center Blvd - Asheville, Sarasota, Mount Pleasant, Pembroke Pines, Riverview, Eastlake, McKinney, Hualapai Way - Las Vegas, Gilbert). The separate assets of these encumbered properties are not available to pay our other debts. | ||||||||||
[5] | This variable rate loan bears interest at a rate of 1.95 % plus Royal Bank of Canada Prime Rate, which was approximately 2.45 % as of September 30, 2020, and in no event shall the total interest rate fall below 4.65 % per annum. The Stoney Creek loan was assumed in the SSGT Mergers and had a balance of approximately $ 5 million USD as of the SSGT Mergers date. The Stoney Creek loan is secured by a first lien deed of trust on the Stoney Creek property and all improvements thereto, is cross-collateralized with the Torbarrie property, and is guaranteed by the Company. The amounts shown above are in USD based on the foreign exchange rate in effect as of September 30, 2020. | ||||||||||
[6] | This variable rate loan bears interest at a rate of 1.95% plus Royal Bank of Canada Prime Rate, which was approximately 2.45% as of September 30, 2020, and in no event shall the total interest rate fall below 4.65% per annum. The Torbarrie loan was assumed in the SSGT Mergers and had no outstanding balance as of the date of the SSGT Mergers. The Torbarrie loan is a construction loan and is | ||||||||||
[7] | This fixed rate 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) with monthly interest only payments until September 2021, at which time both interest and principal payments will be due monthly. The separate assets of these encumbered properties are not available to pay our other debts. | ||||||||||
[8] | This fixed rate 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 became due monthly. | ||||||||||
[9] | This fixed rate loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts. |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 03, 2020USD ($) | Jun. 07, 2019USD ($) | Jan. 24, 2019USD ($)PropertyExtension | Oct. 11, 2018CAD ($)PropertyExtensionSpecialPurposeEntity | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020CAD ($) | May 08, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 29, 2019USD ($) | Jul. 08, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 25, 2019CAD ($) | Oct. 01, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Weighted average interest rate on debt | 3.73% | 3.73% | 3.73% | ||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ (1,487,867) | |||||||||||||
Debt Instrument Carrying Amount | 717,069,469 | $ 717,069,469 | |||||||||||||||
Line of credit facility, number of extension options | Extension | 2 | ||||||||||||||||
Line of credit facility, term of extension options | 1 year | ||||||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | $ 90,000,000 | ||||||||||||||
Debt instrument face amount | $ 500,178,000 | ||||||||||||||||
Minimum | Secured Loan Amendment | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amendment to secured loan with secured lenders | $ 10,000,000 | ||||||||||||||||
Maximum | Secured Loan Amendment | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amendment to secured loan with secured lenders | $ 15,000,000 | ||||||||||||||||
Fixed Rate Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, description of variable rate basis | LIBOR plus 2.5% | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||||||
Derivative, notional amount | $ 89,200,000 | ||||||||||||||||
Debt instrument, interest rate | 2.60% | ||||||||||||||||
Debt instrument face amount | $ 89,178,000 | ||||||||||||||||
Fixed Rate Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of wholly owned properties | Property | 16 | ||||||||||||||||
Debt Instrument Maturity Date | Jan. 24, 2022 | ||||||||||||||||
Line of credit facility, number of extension options | Extension | 1 | ||||||||||||||||
Line of credit facility, term of extension options | 1 year | ||||||||||||||||
Debt instrument face amount | $ 89,200,000 | ||||||||||||||||
LIBOR | Minimum | Secured Loan Amendment | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate | 0.50% | ||||||||||||||||
Interest Rate Cap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Maturity Date | Aug. 2, 2021 | ||||||||||||||||
Derivative, notional amount | $ 80,000,000 | ||||||||||||||||
Debt instrument, interest rate | 0.50% | ||||||||||||||||
Interest Rate Cap | LIBOR | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 0.50% | ||||||||||||||||
Interest Rate Swap | Fixed Rate Secured Debt | Termination | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative, notional amount | $ 85,500,000 | ||||||||||||||||
KeyBank and Citi Real Estate Funding | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Carrying Amount | 235,000,000 | ||||||||||||||||
CMBS SASB Mortgage Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Carrying Amount | $ 180,000,000 | ||||||||||||||||
Number of wholly owned properties | Property | 29 | ||||||||||||||||
Debt Instrument Maturity Date | Feb. 9, 2022 | ||||||||||||||||
Derivative, notional amount | $ 180,000,000 | ||||||||||||||||
Derivative, inception date | Jan. 24, 2019 | ||||||||||||||||
CMBS SASB Mortgage Loan | Interest Rate Cap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative, notional amount | $ 180,000,000 | ||||||||||||||||
CMBS SASB Mezzanine Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Carrying Amount | $ 55,000,000 | ||||||||||||||||
Number of special purpose entities | Property | 29 | ||||||||||||||||
Debt Instrument Maturity Date | Feb. 9, 2022 | ||||||||||||||||
Derivative, notional amount | $ 55,000,000 | ||||||||||||||||
Derivative, inception date | Jan. 24, 2019 | ||||||||||||||||
CMBS SASB Mezzanine Loan | Interest Rate Cap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative, notional amount | $ 55,000,000 | ||||||||||||||||
CMBS SASB Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, description | (a) the borrower with respect to the CMBS SASB Mortgage Loan has purchased an interest rate cap with a notional amount of $180 million, with an effective date of January 24, 2019, whereby LIBOR is capped at 3% through February 15, 2022 and (b) the borrower with respect to the CMBS SASB Mezzanine Loan has purchased an interest rate cap with a notional amount of $55 million, with an effective date of January 24, 2019, whereby LIBOR is capped at 3% through February 15, 2022. On June 7, 2019, to effectively terminate our $180 million and $55 million existing interest rate caps, we sold an offsetting interest rate cap with a notional amount of $235 million, whereby LIBOR is capped at 3% through February 15, 2022. We simultaneously entered into an interest rate swap with a notional amount of $235 million, whereby LIBOR is fixed at 1.79% through February 15, 2022. None of the CMBS SASB Loan may be prepaid, in whole or in part, without satisfying certain conditions as set forth in the respective CMBS SASB Loan Agreements, such as the payment of a spread maintenance premium if the prepayment is made within the first two years. Thereafter the CMBS SASB Loan may be prepaid in whole or in part at par without penalty | ||||||||||||||||
Debt instrument face amount | $ 235,000,000 | ||||||||||||||||
CMBS SASB Loan | LIBOR | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, description of variable rate basis | LIBOR plus 3% | ||||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||||||||
CMBS SASB Loan | Interest Rate Cap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Maturity Date | Feb. 15, 2022 | ||||||||||||||||
Derivative, notional amount | $ 235,000,000 | ||||||||||||||||
Debt instrument, interest rate | 3.00% | ||||||||||||||||
CMBS SASB Loan | Interest Rate Swap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Maturity Date | Feb. 15, 2022 | ||||||||||||||||
Derivative, notional amount | $ 235,000,000 | ||||||||||||||||
Debt instrument, interest rate | 1.79% | ||||||||||||||||
KeyBank CMBS Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Carrying Amount | $ 104,000,000 | ||||||||||||||||
Number of wholly owned properties | Property | 10 | ||||||||||||||||
Debt Instrument Maturity Date | Feb. 1, 2029 | ||||||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||||
Minimum Number of Years to Defease the Loan | 2 years | ||||||||||||||||
Secured Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Carrying Amount | [1],[2] | $ 85,512,000 | $ 85,512,000 | $ 85,512,000 | |||||||||||||
Debt Instrument Maturity Date | [1],[2] | Jan. 24, 2022 | |||||||||||||||
Debt Instrument, Interest Rate | [1],[2] | 3.00% | 3.00% | 3.00% | |||||||||||||
Number of properties encumbered | 16 | 16 | |||||||||||||||
Secured Loan | Fixed Rate Secured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding balance on credit facility | $ 85,500,000 | $ 85,500,000 | $ 85,500,000 | ||||||||||||||
Secured Loan | Interest Rate Cap | LIBOR | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, interest rate | 2.60% | ||||||||||||||||
Secured Loan | Interest Rate Swap | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative, notional amount | $ 85,500,000 | ||||||||||||||||
Canadian CitiBank | Canadian Debt Refinancing | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of special purpose entities | SpecialPurposeEntity | 10 | ||||||||||||||||
Line of credit facility, number of extension options | Extension | 3 | ||||||||||||||||
Line of credit facility, term of extension options | 1 year | 1 year | |||||||||||||||
Derivative, notional amount | $ 112,000,000 | $ 111,300,000 | |||||||||||||||
Debt instrument, interest rate | 3.00% | ||||||||||||||||
Debt instrument, interest rate | 0.25% | ||||||||||||||||
Number of properties encumbered | Property | 10 | ||||||||||||||||
Maximum borrowings under credit facility | $ 112,000,000 | ||||||||||||||||
Proceeds from line of credit | $ 99,300,000 | ||||||||||||||||
Line of credit facility, description | The CitiBank Loan Agreement is a term loan, the original maturity date was October 9, 2020. The loan may, in certain circumstances, be extended at our option for three consecutive terms of one year each. We exercised the first one year extension option, extending the maturity date to October 9, 2021. Monthly payments due under the CitiBank Loan Agreement are interest-only, with the full principal amount becoming due and payable on the maturity date. | ||||||||||||||||
Line of credit facility, maturity date | Oct. 9, 2020 | ||||||||||||||||
Line of credit facility extended expiration date | Oct. 9, 2021 | ||||||||||||||||
Line of credit, interest rate description | The amounts outstanding under the CitiBank Loan Agreement bear interest at a rate equal to the sum of the “CDOR” (as defined in the CitiBank Loan Agreement) and 2.25%. | ||||||||||||||||
Canadian CitiBank | Maximum | Canadian Debt Refinancing | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit facility, Additional borrowing capacity | $ 700,000 | ||||||||||||||||
Strategic Storage Growth Trust, Inc | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loss on extinguishment of debt | $ 1,500,000 | ||||||||||||||||
Debt Instrument Carrying Amount | $ 19,000,000 | ||||||||||||||||
Debt instrument face amount | $ 500,000,000 | ||||||||||||||||
[1] | On January 29, 2019, we entered into a $161.2 million notional interest rate swap whereby LIBOR was fixed at approximately 2.6% until August 1, 2020. On October 29, 2019, in connection with the pay off of the Senior Term Loan, we terminated approximately $75.7 million of this interest rate swap which required a settlement payment of approximately $0.6 million. The remaining $85.5 million of the interest rate swap effectively fixed the interest rate on the Secured Loan at 5.1% until August 1, 2020. To continue hedging our interest rate risk related to this loan, we purchased an interest rate cap on August 3, 2020 with a notional amount of $80 million that effectively caps LIBOR at 0.5% through August 2, 2021. | ||||||||||||||||
[2] | This variable rate loan encumbers 16 properties (Colorado Springs, Aurora, Phoenix, 3173 Sweeten Creek Rd - Asheville, Elk Grove, Garden Grove, Deaverview Rd - Asheville, Highland Center Blvd - Asheville, Sarasota, Mount Pleasant, Pembroke Pines, Riverview, Eastlake, McKinney, Hualapai Way - Las Vegas, Gilbert). The separate assets of these encumbered properties are not available to pay our other debts. |
Debt - Summary of Merger Financ
Debt - Summary of Merger Financings (Detail) | Jan. 24, 2019USD ($) |
Debt Instrument [Line Items] | |
Principal Borrowing as of Merger Date | $ 500,178,000 |
CMBS SASB Loan | |
Debt Instrument [Line Items] | |
Principal Borrowing as of Merger Date | 235,000,000 |
CMBS Loan | |
Debt Instrument [Line Items] | |
Principal Borrowing as of Merger Date | 104,000,000 |
Fixed Rate Secured Debt | |
Debt Instrument [Line Items] | |
Principal Borrowing as of Merger Date | 89,178,000 |
Senior Term Loan | |
Debt Instrument [Line Items] | |
Principal Borrowing as of Merger Date | $ 72,000,000 |
Debt - Summary of Payment Relat
Debt - Summary of Payment Related to Merger Consideration and Repayment of Debt (Detail) | Jan. 24, 2019USD ($) |
Debt Instrument [Line Items] | |
Principal Repaid | $ 141,088,724 |
Amended KeyBank Credit Facility | |
Debt Instrument [Line Items] | |
Principal Repaid | 98,782,500 |
Raleigh Myrtle Beach Promissory Note | |
Debt Instrument [Line Items] | |
Principal Repaid | 11,862,471 |
Oakland and Concord Loan | |
Debt Instrument [Line Items] | |
Principal Repaid | 19,443,753 |
$11M KeyBank Subordinate Loan | |
Debt Instrument [Line Items] | |
Principal Repaid | $ 11,000,000 |
Debt - Summary of Payment Rel_2
Debt - Summary of Payment Related to Merger Consideration and Repayment of Debt (Paranthetical) (Detail) $ in Millions | Jan. 24, 2019USD ($) |
KeyBank Subordinate Loan | |
Debt Instrument [Line Items] | |
Subordinate Loan | $ 11 |
Future Principal Payment Requir
Future Principal Payment Requirements on Outstanding Debt (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt, Fiscal Year Maturity | ||
2020 | $ 184,142 | |
2021 | 96,140,324 | |
2022 | 323,426,408 | |
2023 | 3,384,134 | |
2024 | 47,043,621 | |
2025 and thereafter | 246,890,840 | |
Total payments | 717,069,469 | |
Premium on secured debt, net | 494,168 | |
Debt issuance costs, net | (4,774,227) | |
Total | $ 712,789,410 | $ 712,733,002 |
Preferred Equity - Additional I
Preferred Equity - Additional Information (Details) | Oct. 29, 2019USD ($)Day$ / shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Oct. 26, 2020USD ($) | Dec. 31, 2019USD ($)shares |
Class Of Stock [Line Items] | |||||
Maximum purchase commitment amount | $ 200,000,000 | ||||
Initial closing amount | $ 150,000,000 | ||||
Issuance costs | $ 519,456 | $ 509,512 | |||
Preferred stock, dividend rate, percentage | 6.25% | ||||
Fifth To Tenth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Dividend rate percentage of increase on preferred stock | 0.75% | ||||
Tenth Anniversary | Maximum | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 9.00% | ||||
After Tenth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Dividend rate percentage of increase on preferred stock | 0.75% | ||||
Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Second and final closing amount | $ 50,000,000 | ||||
Series A Convertible Preferred Stock Purchase Agreement | |||||
Class Of Stock [Line Items] | |||||
Maximum purchase commitment amount | $ 200,000,000 | ||||
Initial closing amount | 150,000,000 | $ 150,000,000 | $ 150,000,000 | ||
Issuance costs | $ 3,600,000 | ||||
Preferred stock, dividend rate, percentage | 6.25% | ||||
Preferred stock payment description | Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) aggregate purchase price of all outstanding Preferred Shares, plus any accrued and unpaid dividends (the “Liquidation Amount”) and (ii) the amount that that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such liquidation. | ||||
Preferred stock redemption description | Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series A Convertible Preferred Stock for cash at any time following the fifth anniversary of the Initial Closing. The amount of such redemption will be equal to the Liquidation Amount. Upon the listing of our common stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had such Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to the Listing, and then all of such Preferred Shares were sold in the Listing, or (ii) the Liquidation Amount, plus a premium amount (the “Premium Amount”) of 10%, 8%, 6%, 4%, or 2% if redeemed prior to the first, second, third, fourth, or fifth anniversary dates of issuance, respectively, or 0% if redeemed thereafter, as set forth in the Articles Supplementary. Upon a change of control event, we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such change of control or (ii) the Liquidation Amount, plus the Premium Amount, as set forth in the Articles Supplementary. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series A Convertible Preferred Stock have the right to require us to repurchase the Series A Convertible Preferred Stock at an amount equal to the Liquidation Amount with no Premium Amount. | ||||
Preferred stock redemption premium | $ 0 | ||||
Preferred stock, conversion basis | At any time after the earlier to occur of (i) the second anniversary of the Initial Closing or (ii) 180 days after a Listing, the holders of Series A Convertible Preferred Stock have the right to convert any or all of the Series A Convertible Preferred Stock held by such holders into common stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount by the conversion price. The conversion price is $10.66, as may be adjusted in connection with stock splits, stock dividends and other similar transactions. | ||||
Conversion price per share | $ / shares | $ 10.66 | ||||
Number of days after lifting of preferred stock to common stock | Day | 180 | ||||
Preferred stock, voting rights condition | This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) our real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with our Executive Chairman as of the Commitment Date, or his affiliates, (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related and (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of our revenues for our last fiscal year. | ||||
Required leverage ratio of our real estate portfolio | 60.00% | ||||
Required percentage of self storage related assets of merger entity | 80.00% | ||||
Required ancillary business revenue to total revenue | 10.00% | ||||
Preferred stock, investors rights agreement | In connection with the issuance of the Series A Convertible Preferred Stock, we and the Investor also entered into an investors’ rights agreement (the “Investors’ Rights Agreement”) which provides the Investor with certain customary protections, including demand registration rights and “piggyback” registration rights with respect to our common stock issued to the Investor upon conversion of the Preferred Shares. | ||||
Preferred shares outstanding | shares | 150,000 | 150,000 | |||
Aggregate liquidation preference | $ 152,500,000 | $ 151,700,000 | |||
Amount of accumulated and unpaid distributions | 2,300,000 | 1,700,000 | |||
Amount of accumulated and unpaid fees on undrawn commitment | $ 100,000 | $ 100,000 | |||
Series A Convertible Preferred Stock Purchase Agreement | Fifth To Tenth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Dividend rate percentage of increase on preferred stock | 0.75% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Tenth Anniversary | Maximum | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 9.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | After Tenth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Dividend rate percentage of increase on preferred stock | 0.75% | ||||
Series A Convertible Preferred Stock Purchase Agreement | First Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 10.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Second Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 8.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Third Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 6.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Fourth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 4.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Fifth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 2.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | After Fifth Anniversary | |||||
Class Of Stock [Line Items] | |||||
Premium amount over liquidation amount on redemption, percent | 0.00% | ||||
Series A Convertible Preferred Stock Purchase Agreement | Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Second and final closing amount | $ 50,000,000 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Derivative Financial Instruments (Detail) | Feb. 10, 2020USD ($) | Sep. 30, 2020USD ($)$ / Unit | Dec. 31, 2019USD ($)$ / Unit | Sep. 30, 2020CAD ($)$ / Unit | Aug. 03, 2020USD ($) | Feb. 10, 2020CAD ($) | Dec. 31, 2019CAD ($)$ / Unit | Dec. 09, 2019CAD ($) | Jul. 08, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 25, 2019CAD ($) | |
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | $ 90,000,000 | |||||||||
Interest Rate Swap | LIBOR Swap Effective June 15, 2019 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 235,000,000 | $ 235,000,000 | ||||||||||
Interest Rate Swaps, Strike | 1.79% | 1.79% | 1.79% | 1.79% | ||||||||
Interest Rate Swaps, Effective Date | Jun. 15, 2019 | Jun. 15, 2019 | ||||||||||
Interest Rate Swaps, Maturity Date | Feb. 15, 2022 | Feb. 15, 2022 | ||||||||||
Interest Rate Swap | LIBOR Swap Effective January 24, 2019 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 85,512,000 | |||||||||||
Interest Rate Swaps, Strike | 2.61% | 2.61% | ||||||||||
Interest Rate Swaps, Effective Date | Jan. 24, 2019 | |||||||||||
Interest Rate Swaps, Maturity Date | [1] | Aug. 1, 2020 | ||||||||||
Interest Rate Cap | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 80,000,000 | |||||||||||
Interest Rate Cap | LIBOR Cap Effective August 3, 2020 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 80,000,000 | |||||||||||
Interest Rate Swaps, Strike | 0.50% | 0.50% | ||||||||||
Interest Rate Swaps, Effective Date | Aug. 3, 2020 | |||||||||||
Interest Rate Swaps, Maturity Date | Aug. 2, 2021 | |||||||||||
Interest Rate Cap | CDOR Cap Effective October 11, 2018 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | [2] | $ 99,300,000 | $ 99,300,000 | |||||||||
Interest Rate Swaps, Strike | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||
Interest Rate Swaps, Effective Date | Oct. 11, 2018 | Oct. 11, 2018 | ||||||||||
Interest Rate Swaps, Maturity Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||
Interest Rate Cap | CDOR Cap Effective March 28, 2019 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | [2] | $ 1,000,000 | $ 1,000,000 | |||||||||
Interest Rate Swaps, Strike | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||
Interest Rate Swaps, Effective Date | Mar. 28, 2019 | Mar. 28, 2019 | ||||||||||
Interest Rate Swaps, Maturity Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||
Interest Rate Cap | CDOR Cap Effective May 28, 2019 | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | [2] | $ 11,700,000 | $ 11,700,000 | |||||||||
Interest Rate Swaps, Strike | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||
Interest Rate Swaps, Effective Date | May 28, 2019 | May 28, 2019 | ||||||||||
Interest Rate Swaps, Maturity Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||
Foreign Currency Forward | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | ||||||||
Foreign Currency Forward, Notional Amount | [2] | $ 95,000,000 | ||||||||||
Foreign Currency Forward, Strike | $ / Unit | 1.334 | 1.334 | ||||||||||
Foreign Currency Forward, Effective Date or Date Assumed | Feb. 10, 2020 | |||||||||||
Foreign Currency Forward, Maturity Date | Feb. 10, 2021 | Feb. 10, 2021 | ||||||||||
Foreign Exchange Option | ||||||||||||
Derivative [Line Items] | ||||||||||||
Derivative, notional amount | $ 95,000,000 | |||||||||||
Foreign Currency Forward, Notional Amount | [2] | $ 95,000,000 | ||||||||||
Foreign Currency Forward, Strike | $ / Unit | 1.323 | 1.323 | ||||||||||
Foreign Currency Forward, Effective Date or Date Assumed | Dec. 9, 2019 | |||||||||||
Foreign Currency Forward, Maturity Date | [3] | Feb. 10, 2020 | ||||||||||
[1] | On August 3, 2020, we entered into a LIBOR interest rate cap for a notional amount of $80 million which caps LIBOR at 0.5% through August 2, 2021 | |||||||||||
[2] | Notional amount shown is denominated in CAD. | |||||||||||
[3] | We settled this forward on February 10, 2020, receiving a net settlement of approximately $ 0.5 million and simultaneously entered into another $ 95 million CAD foreign currency forward with a maturity date of February 10, 2021 . |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) | Feb. 10, 2020USD ($) | Jul. 08, 2019USD ($) | Jan. 25, 2019USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Feb. 10, 2020CAD ($) | Dec. 09, 2019CAD ($) | Jul. 08, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 25, 2019CAD ($) |
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||
Foreign currency forward contract gains (loss) | $ 500,000 | $ 600,000 | $ 2,100,000 | $ (988,609) | $ (1,932,451) | $ 4,566,795 | $ (84,696) | $ (1,039,585) | $ (846,581) | ||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | $ 90,000,000 | ||||||||||||
Foreign Exchange Option | |||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||
Derivative, notional amount | $ 95,000,000 | ||||||||||||||
Foreign Currency Forward | |||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | |||||||||||
Other income (expense) | |||||||||||||||
Derivative Instruments And Hedging Activities Disclosures [Line Items] | |||||||||||||||
Gain (loss) on foreign currency hedge contract, ineffective portion | $ (400,000) | $ 100,000 |
Derivative Instruments - Summ_2
Derivative Instruments - Summary of Derivative Financial Instruments (Parenthetical) (Detail) | Feb. 10, 2020USD ($) | Jul. 08, 2019USD ($) | Jan. 25, 2019USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020 | Aug. 03, 2020USD ($) | Feb. 10, 2020CAD ($) | Dec. 09, 2019CAD ($) | Jul. 08, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 25, 2019CAD ($) |
Derivative [Line Items] | ||||||||||||||||
Foreign currency forward contract gains (loss) | $ 500,000 | $ 600,000 | $ 2,100,000 | $ (988,609) | $ (1,932,451) | $ 4,566,795 | $ (84,696) | $ (1,039,585) | $ (846,581) | |||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | $ 90,000,000 | |||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 161,200,000 | 90,000,000 | |||||||||||||
Foreign Currency Forward | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | 95,000,000 | ||||||||||||
Foreign currency forward, maturity date | Feb. 10, 2021 | Feb. 10, 2021 | ||||||||||||||
Derivative, notional amount | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | $ 95,000,000 | ||||||||||||
Interest Rate Cap | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Derivative, notional amount | $ 80,000,000 | |||||||||||||||
Derivative, notional amount | $ 80,000,000 | |||||||||||||||
Debt instrument, interest rate | 0.50% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Interest Rate Swaps | Accounts payable and accrued liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative fair value, liability | $ 5,286,666 | $ 1,695,140 |
Interest Rate Caps | Other assets | ||
Derivatives Fair Value [Line Items] | ||
Derivative fair value, assets | 28,847 | |
Foreign Currency Hedges | Accounts payable and accrued liabilities | ||
Derivatives Fair Value [Line Items] | ||
Derivative fair value, liability | $ 149,200 | $ 1,425,632 |
Segment Disclosures - Additiona
Segment Disclosures - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Summary of Reportable Segments
Summary of Reportable Segments (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | |||||||
Total revenues | $ 31,363,122 | $ 29,588,014 | $ 91,130,790 | $ 79,451,856 | |||
Operating expenses: | |||||||
General and administrative | 4,012,072 | 3,519,557 | 11,829,732 | 7,000,627 | |||
Depreciation | 8,003,587 | 7,639,190 | 23,562,701 | 21,928,108 | |||
Intangible amortization expense | 1,587,899 | 3,741,046 | 8,475,682 | 7,822,354 | |||
Self administration transaction expenses | 0 | 107,100 | 0 | 1,595,371 | |||
Acquisition expenses – affiliates | 84,061 | ||||||
Other acquisition expenses | 468,577 | 25,529 | 593,903 | 109,765 | |||
Contingent earnout adjustment | 1,600,000 | 300,000 | (5,100,000) | 300,000 | |||
Contingent earnout expense | 1,600,000 | ||||||
Total operating expenses | 26,992,137 | $ 27,497,027 | $ 61,368,274 | $ 26,965,933 | 27,773,486 | 115,857,438 | 74,919,300 |
Impairment of goodwill and intangible assets | 36,465,732 | ||||||
Impairment of investments in Managed REITs | 0 | 0 | 4,376,879 | 0 | |||
Operating income (loss) | 4,370,985 | 1,972,518 | (31,070,151) | 7,055,456 | 1,814,528 | (24,726,648) | 4,532,556 |
Other income (expense): | |||||||
Interest expense | (8,093,476) | (10,260,936) | (24,717,208) | (28,584,740) | |||
Net loss on extinguishment of debt | 0 | 0 | 0 | (1,487,867) | |||
Interest expense – accretion of fair market value of secured debt | 32,788 | 33,191 | 98,337 | 98,850 | |||
Interest expense – debt issuance costs | (952,479) | (1,082,543) | (2,832,240) | (2,997,801) | |||
Gain resulting from acquisition of | 0 | 8,017,353 | |||||
Other | 185,685 | (45,819) | 2,914,840 | (352,219) | |||
Net loss | (4,456,497) | $ (7,062,841) | $ (37,743,581) | $ (4,321,670) | (9,541,579) | (49,262,919) | (20,773,868) |
Self Storage Rental Revenue | |||||||
Revenues: | |||||||
Total revenues | 26,706,201 | 25,669,615 | 77,221,013 | 74,056,235 | |||
Ancillary Operating Revenue | |||||||
Revenues: | |||||||
Total revenues | 1,431,952 | 1,188,934 | 3,768,213 | 2,589,985 | |||
Managed REIT Platform Revenue | |||||||
Revenues: | |||||||
Total revenues | 2,051,021 | 1,192,665 | 5,687,701 | 1,221,727 | |||
Reimbursable Costs from Managed REITs | |||||||
Revenues: | |||||||
Total revenues | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 | |||
Operating expenses: | |||||||
Operating expenses | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 | |||
Property Operating Expenses | |||||||
Operating expenses: | |||||||
Operating expenses | 9,816,774 | 9,655,599 | 28,686,843 | 26,630,201 | |||
Property operating expenses – Affiliates | |||||||
Operating expenses: | |||||||
Operating expenses | 0 | 0 | 0 | 6,605,670 | |||
Managed REIT Platform Expenses | |||||||
Operating expenses: | |||||||
Operating expenses | 329,280 | 1,248,665 | 2,512,103 | 1,259,234 | |||
Self Storage | |||||||
Revenues: | |||||||
Total revenues | 28,138,153 | 26,858,549 | 80,989,226 | 76,646,220 | |||
Operating expenses: | |||||||
Depreciation | 7,863,351 | 7,470,184 | 23,185,178 | 21,750,206 | |||
Intangible amortization expense | 561,601 | 2,503,987 | 4,950,285 | 6,524,347 | |||
Acquisition expenses – affiliates | 84,061 | ||||||
Other acquisition expenses | 468,577 | 25,529 | 593,903 | 109,765 | |||
Total operating expenses | 18,710,303 | 19,655,299 | 57,416,209 | 61,704,250 | |||
Operating income (loss) | 9,427,850 | 7,203,250 | 23,573,017 | 14,941,970 | |||
Other income (expense): | |||||||
Interest expense | (8,048,225) | (10,214,822) | (24,581,790) | (28,537,117) | |||
Net loss on extinguishment of debt | (1,487,867) | ||||||
Interest expense – accretion of fair market value of secured debt | 32,788 | 33,191 | 98,337 | 98,850 | |||
Interest expense – debt issuance costs | (950,120) | (1,082,543) | (2,825,162) | (2,997,801) | |||
Gain resulting from acquisition of | 8,017,353 | ||||||
Other | (139,829) | (106,450) | (544,296) | (414,871) | |||
Net loss | 322,464 | (4,167,374) | (4,279,894) | (10,379,483) | |||
Self Storage | Self Storage Rental Revenue | |||||||
Revenues: | |||||||
Total revenues | 26,706,201 | 25,669,615 | 77,221,013 | 74,056,235 | |||
Self Storage | Ancillary Operating Revenue | |||||||
Revenues: | |||||||
Total revenues | 1,431,952 | 1,188,934 | 3,768,213 | 2,589,985 | |||
Self Storage | Property Operating Expenses | |||||||
Operating expenses: | |||||||
Operating expenses | 9,816,774 | 9,655,599 | 28,686,843 | 26,630,201 | |||
Self Storage | Property operating expenses – Affiliates | |||||||
Operating expenses: | |||||||
Operating expenses | 6,605,670 | ||||||
Managed REIT Platform | |||||||
Revenues: | |||||||
Total revenues | 3,224,969 | 2,729,465 | 10,141,564 | 2,805,636 | |||
Operating expenses: | |||||||
Intangible amortization expense | 1,026,298 | 1,237,059 | 3,525,397 | 1,298,007 | |||
Contingent earnout adjustment | 300,000 | (5,100,000) | 300,000 | ||||
Contingent earnout expense | 1,600,000 | ||||||
Total operating expenses | 4,129,526 | 4,322,524 | 46,233,974 | 4,441,150 | |||
Impairment of goodwill and intangible assets | 36,465,732 | ||||||
Impairment of investments in Managed REITs | 4,376,879 | ||||||
Operating income (loss) | (904,557) | (1,593,059) | (36,092,410) | (1,635,514) | |||
Other income (expense): | |||||||
Other | 325,514 | 60,631 | 3,312,206 | 62,652 | |||
Net loss | (579,043) | (1,532,428) | (32,780,204) | (1,572,862) | |||
Managed REIT Platform | Managed REIT Platform Revenue | |||||||
Revenues: | |||||||
Total revenues | 2,051,021 | 1,192,665 | 5,687,701 | 1,221,727 | |||
Managed REIT Platform | Reimbursable Costs from Managed REITs | |||||||
Revenues: | |||||||
Total revenues | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 | |||
Operating expenses: | |||||||
Operating expenses | 1,173,948 | 1,536,800 | 4,453,863 | 1,583,909 | |||
Managed REIT Platform | Managed REIT Platform Expenses | |||||||
Operating expenses: | |||||||
Operating expenses | 329,280 | 1,248,665 | 2,512,103 | 1,259,234 | |||
Corporate and Other | |||||||
Operating expenses: | |||||||
General and administrative | 4,012,072 | 3,519,557 | 11,829,732 | 7,000,627 | |||
Depreciation | 140,236 | 169,006 | 377,523 | 177,902 | |||
Self administration transaction expenses | 107,100 | 1,595,371 | |||||
Total operating expenses | 4,152,308 | 3,795,663 | 12,207,255 | 8,773,900 | |||
Operating income (loss) | (4,152,308) | (3,795,663) | (12,207,255) | (8,773,900) | |||
Other income (expense): | |||||||
Interest expense | (45,251) | (46,114) | (135,418) | (47,623) | |||
Interest expense – debt issuance costs | (2,359) | (7,078) | |||||
Other | 146,930 | ||||||
Net loss | $ (4,199,918) | $ (3,841,777) | $ (12,202,821) | $ (8,821,523) |
Summary of Total Assets by Segm
Summary of Total Assets by Segment (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 1,229,766,650 | $ 1,311,433,731 | |
Self Storage | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | [1] | 1,158,358,937 | |
Managed REIT Platform | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | [1] | 37,895,289 | |
Corporate and Other | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 33,512,424 | ||
[1] | Included in the assets of the Self Storage and the Managed REIT Platform segments as of September 30, 2020, are approximately $45.3 million and $8.4 million of goodwill, respectively. |
Summary of Total Assets by Se_2
Summary of Total Assets by Segment (Parenthetical) (Detail) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 28, 2019 |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Goodwill | $ 53,643,331 | $ 78,372,980 | $ 78,372,980 |
Self Storage | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Goodwill | 45,300,000 | ||
Managed REIT Platform | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Goodwill | $ 8,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Nov. 12, 2020USD ($) | Sep. 21, 2020USD ($)$ / sharesshares | Sep. 12, 2020 | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)Employee | Sep. 30, 2019USD ($) | Nov. 11, 2020USD ($) | Nov. 04, 2020USD ($) | Oct. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 29, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Number of self storage professionals acquired | Employee | 350 | ||||||||||||
Sale commission fees percentage of proceed from Primary Offering | 2.00% | ||||||||||||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | ||||||||||||
Maximum purchase commitment amount | $ 200,000,000 | ||||||||||||
Redemption of preferred units | $ (200,000) | ||||||||||||
Due to affiliates | $ 818,665 | $ 818,665 | $ 1,624,474 | ||||||||||
Strategic Storage Trust IV, Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Receivables due from related parties | 314,000 | 314,000 | 100,000 | ||||||||||
Strategic Storage Growth Trust, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Receivables due from related parties | 6,000 | 6,000 | 175,000 | ||||||||||
Tenant Programs | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating revenue | $ 1,200,000 | $ 1,000,000 | $ 3,100,000 | $ 2,000,000 | |||||||||
Tenant Programs | TRS subsidiary | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership interest in joint venture | 50.00% | 50.00% | |||||||||||
Percentage of net economics generated from tenant insurance received under terms of joint venture agreement | 50.00% | ||||||||||||
Class A Common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale commission fees percentage of proceed from Primary Offering | 7.00% | ||||||||||||
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 | ||||||||||||
Advisory Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rate of acquisition fees of purchase price of contract | 1.75% | 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% | ||||||||||||
Primary Offering Former Dealer Manager Agreement | Class A Common stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of gross proceeds from sale of shares | 10.00% | ||||||||||||
Primary Offering Former 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% | ||||||||||||
SmartStop Asset Management | Strategic Transfer Agent Services, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of membership interest | 100.00% | ||||||||||||
Transfer Agent Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Transfer agent agreement term | 3 years | ||||||||||||
Transfer agent renewal agreement term | 1 year | ||||||||||||
Transfer agent agreement termination description | The initial term of the transfer agent agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the transfer agent agreement upon 90 days’ prior written notice. In the event that we terminate the transfer agent agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the transfer agent agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. | ||||||||||||
Property Management Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of fee of former external property managers | 6.00% | ||||||||||||
Construction management fee | 5.00% | ||||||||||||
Cost of construction or capital improvement work | $ 10,000 | ||||||||||||
One time fee for former external property managers | 3,750 | ||||||||||||
Property Management Agreement | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Our former external property management fee | $ 3,000 | ||||||||||||
Former External Property Manager's Affiliate | Tenant Programs | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of ownership interest in joint venture | 50.00% | 50.00% | |||||||||||
Percentage of net economics generated from tenant insurance received under terms of joint venture agreement | 50.00% | ||||||||||||
SSGT II Unit Purchase Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Maximum purchase units of limited partnership interest | shares | 1,600,000 | ||||||||||||
Maximum purchase commitment amount | $ 40,000,000 | ||||||||||||
Percentage of investment fee due upon closing each tranche | 1.00% | ||||||||||||
Description of preferred investor distributions | The Preferred Investor will receive distributions, payable monthly in arrears, at a rate of 7.25% per annum from the date of investment until 180 days after the date of investment, 8.25% per annum from 181 days after the date of investment until 360 days after the date of investment, and 9.25% per annum thereafter (collectively, the “Pay Rate”). The proceeds of the SSGT II Investment may be used by SSGT II OP to finance self-storage acquisition, development, and improvement activities, and working capital or other general partnership purposes. Each SSGT II Preferred Unit has a liquidation preference of $25.00, plus all accumulated and unpaid distributions. The foregoing distributions shall be payable monthly, and calculated on an actual/360 day basis, and any unpaid distributions shall accrue at the applicable Pay Rate | ||||||||||||
Preferred stock, liquidation preference per unit | $ / shares | $ 25 | ||||||||||||
Investment of preferred investor | $ 6,500,000 | ||||||||||||
Additional preferred investments in operating partnership | $ 33,500,000 | $ 33,500,000 | |||||||||||
SSGT II Unit Purchase Agreement | Subsequent Event | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Investment of preferred investor | $ 13,500,000 | $ 32,500,000 | |||||||||||
Additional preferred investments in operating partnership | $ 7,500,000 | $ 13,000,000 | $ 13,000,000 | ||||||||||
Redemption of preferred units | $ 19,000,000 | ||||||||||||
SSGT II Unit Purchase Agreement | Other | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Income related to preferred units | $ 13,000 | $ 13,000 | |||||||||||
SSGT II Unit Purchase Agreement | Investment Until 180 Days | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rate of distributions payable monthly in arrears | 7.25% | ||||||||||||
SSGT II Unit Purchase Agreement | Investment After 181 Days Until 360 Days | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rate of distributions payable monthly in arrears | 8.25% | ||||||||||||
SSGT II Unit Purchase Agreement | Investment Thereafter | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rate of distributions payable monthly in arrears | 9.25% | ||||||||||||
SST IV Advisor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Monthly asset management fee | 0.0833% | ||||||||||||
Monthly asset management fee one twelfth of less than one percentage of average invested assets | one-twelfth of 1% | ||||||||||||
Maximum period for reimbursement of offering cost | 60 days | ||||||||||||
Maximum offering cost rate | 3.50% | 3.50% | |||||||||||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15.00% | 15.00% | |||||||||||
Operating expenses reimbursement percentage of average investment in assets | 2.00% | ||||||||||||
Operating expenses reimbursement percentage of net income | 25.00% | ||||||||||||
SST IV Advisor | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Gross proceeds from offering, threshold percentage of expenses for reimbursement | 15.00% | ||||||||||||
SST IV Advisor | Class W | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Percentage of offering cost without reimbursement | 1.15% | ||||||||||||
Organization and offering costs not reimbursed | $ 0 | $ 25,000 | |||||||||||
SSGT II Advisor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Monthly asset management fee | 0.1042% | ||||||||||||
Monthly asset management fee one twelfth of less than one percentage of average invested assets | one-twelfth of 1.25% | ||||||||||||
Percentage of distribution from operating partnership | 10.00% | ||||||||||||
Annual aggregate distribution percentage | 5.00% | ||||||||||||
Managed REIT Property Management Agreements | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
One time fee for former external property managers | $ 3,750 | ||||||||||||
Property management fee, percent fee of gross revenues | 6.00% | ||||||||||||
Managed REIT Property Management Agreements | SST IV Property Manager | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Construction management fee | 5.00% | ||||||||||||
Cost of construction or capital improvement work | $ 10,000 | ||||||||||||
Managed REIT Property Management Agreements | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Our former external property management fee | 3,000 | ||||||||||||
Administrative Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Receivables due from related parties | 37,000 | 37,000 | |||||||||||
Due to affiliates | $ 300,000 | ||||||||||||
Administrative Services Agreement | Managed REIT Platform Expenses | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Administrative service fees | 82,000 | 1,900,000 | |||||||||||
Reimbursements of administrative service fees | $ 100,000 | $ 300,000 |
Summary of Related Party Costs
Summary of Related Party Costs (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 465,520 | $ 8,720,375 | |
Related party costs, Paid | 924,195 | 9,646,872 | |
Related party costs, Payable | 818,665 | 1,624,474 | |
Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Related party costs, Payable | 818,665 | 1,277,340 | |
Operating Expenses Expensed | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 975,985 | ||
Related party costs, Paid | 1,185,370 | ||
Transfer Agent fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 465,520 | 324,943 | |
Related party costs, Paid | 438,520 | 374,404 | |
Transfer Agent fees | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Related party costs, Payable | 27,000 | ||
Asset management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 3,622,559 | ||
Related party costs, Paid | 3,622,559 | ||
Property management fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 2,983,110 | ||
Related party costs, Paid | 2,983,110 | ||
Acquisition expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 84,061 | ||
Related party costs, Paid | 84,061 | ||
Acquisition costs | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 235,932 | ||
Related party costs, Paid | 235,932 | ||
Self Administration Transaction Working Capital True-up | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 493,785 | ||
Related party costs, Paid | 493,785 | ||
Stockholder servicing fee | |||
Related Party Transaction [Line Items] | |||
Related party costs, Paid | [1] | 485,675 | 667,651 |
Stockholder servicing fee | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Related party costs, Payable | [1] | $ 791,665 | $ 1,277,340 |
[1] | th |
Summary of Related Party Cost_2
Summary of Related Party Costs (Parenthetical) (Detail) - Class T Common stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
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 | |
Former Dealer Manager | ||
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 | accrues daily in an amount equal to 1/365th of 1% of the purchase price per share |
Related Party Transactions - Su
Related Party Transactions - Summary of Fees and Revenue Related to the Managed REITs (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | $ 2,051,021 | $ 1,192,665 | $ 5,687,701 | $ 1,221,727 | |
Strategic Storage Trust IV Property Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 367,256 | 288,026 | 1,039,753 | 296,300 | |
Strategic Storage Growth Trust II Property Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 90,069 | 40,222 | 241,624 | 40,822 | |
Strategic Storage Trust IV Advisory Agreement | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 813,052 | 490,844 | 2,358,906 | 506,470 | |
Strategic Storage Growth Trust II Advisory Agreement | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 281,839 | 117,380 | 788,932 | 121,942 | |
Strategic Storage Trust IV Tenant Program Revenue | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 252,885 | 120,498 | 610,635 | 120,498 | |
Strategic Storage Growth Trust II Tenant Program Revenue | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | 73,011 | 15,895 | 152,624 | 15,895 | |
Other Managed REIT Revenue | |||||
Related Party Transaction [Line Items] | |||||
Managed REIT Platform Revenues | [1] | $ 172,909 | $ 119,800 | $ 495,227 | $ 119,800 |
[1] | Such revenues primarily includes construction management and development fees. |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation expense related to non-vested equity awards | $ 4.2 | $ 4.2 |
Unrecognized compensation expense, expected weighted average-recognition period | 2 years 8 months 12 days | |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share based compensation expense | $ 0.5 | $ 1.2 |
Time Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance Based Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards vesting date | Mar. 31, 2023 | |
Performance Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 100.00% | |
Share based compensation arrangement by share based payment award voting rights | do not have | |
Performance Based Awards | LTIPs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 200.00% | |
Description of distribution and allocation of profits and losses | Recipients of performance based LTIP Units are issued LTIP Units at 200% of the targeted award and are entitled to receive distributions and allocations of profits and losses with respect to the performance based LTIP Units as of the effective date of January 1, 2020 in an amount equal to 10% of the distributions and allocations available to such LTIP Units, until the Distribution Participation Date (as defined in the Partnership Agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance based LTIP Units that vest. | |
Share based compensation arrangement by share based payment award voting rights | one vote per LTIP Unit | |
Employee and Director Long-term Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares available for issuance | shares | 5,330,483 | 5,330,483 |
Minimum | Time Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Minimum | Performance Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 0.00% | |
Minimum | Performance Based Awards | LTIPs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 0.00% | |
Maximum | Time Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Maximum | Performance Based Awards | Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 200.00% | |
Maximum | Performance Based Awards | LTIPs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of established target performance criteria | 200.00% |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of the Activity Related to Time Based Awards (Details) - Time Based Awards - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Restricted Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested Shares, Beginning balance | 265,806 | 21,438 |
Unvested Shares, Granted | 72,383 | 251,993 |
Unvested Shares, Vested | (81,618) | (7,625) |
Unvested Shares, Forfeited | (6,567) | |
Unvested Shares, Ending Balance | 250,004 | 265,806 |
Unvested Weighted-Average Grant-Date Fair Value, Beginning balance | $ 9.53 | $ 10.38 |
Unvested Weighted-Average Grant-Date Fair Value, Granted | 9.78 | 9.48 |
Unvested Weighted-Average Grant-Date Fair Value, Vested | 9.57 | 10.29 |
Unvested Weighted-Average Grant-Date Fair Value, Forfeited | 9.78 | |
Unvested Weighted-Average Grant-Date Fair Value, Ending balance | $ 9.58 | $ 9.53 |
LTIPs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unvested Shares, Granted | 214,521 | |
Unvested Shares, Ending Balance | 214,521 | |
Unvested Weighted-Average Grant-Date Fair Value, Granted | $ 9.09 | |
Unvested Weighted-Average Grant-Date Fair Value, Ending balance | $ 9.09 |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of the Activity Related to Performance Based Awards (Details) - Performance Based Awards | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Granted | shares | 5,752 |
Unvested Shares, Ending Balance | shares | 5,752 |
Unvested Weighted-Average Grant-Date Fair Value, Granted | $ / shares | $ 9.78 |
Unvested Weighted-Average Grant-Date Fair Value, Ending balance | $ / shares | $ 9.78 |
LTIPs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested Shares, Granted | shares | 130,638 |
Unvested Shares, Ending Balance | shares | 130,638 |
Unvested Weighted-Average Grant-Date Fair Value, Granted | $ / shares | $ 9.09 |
Unvested Weighted-Average Grant-Date Fair Value, Ending balance | $ / shares | $ 9.09 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jan. 09, 2017 | Nov. 30, 2016 | Jan. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 20, 2020 |
Commitments And Contingencies [Line Items] | |||||||||||||
Additional shares issued pursuant to distribution reinvestment plan, value | $ 4,011,063 | $ 4,011,353 | $ 3,979,539 | $ 4,046,381 | $ 4,049,444 | $ 3,963,766 | |||||||
Amendment, suspension or termination period of share | 30 days | ||||||||||||
Redemptions of common stock, value | 1 | $ 42 | 200 | 211 | 141 | ||||||||
Distribution Reinvestment Plan | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Amendment, suspension or termination period for distribution reinvestment Plan | 10 days | ||||||||||||
Sales commissions, dealer manager fee, or stockholder servicing fee payable | $ 0 | $ 0 | |||||||||||
Distribution Reinvestment Plan | Maximum | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Additional shares issued pursuant to distribution reinvestment plan, value | $ 100,900,000 | ||||||||||||
Share Redemption Program | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Maximum weighted-average number of shares outstanding percentage | 5.00% | ||||||||||||
Redemptions of common stock (in shares) | 100,000 | 100,000 | 500,000 | ||||||||||
Redemptions of common stock, value | $ 400,000 | $ 700,000 | $ 1,300,000 | $ 4,900,000 | |||||||||
Operating Partnership Redemption Rights | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Number of shares issuable upon conversion of partnership units | 1 | ||||||||||||
Requisite minimum outstanding period for conversion eligibility | 1 year | ||||||||||||
Class A and Class T Common Stock | Distribution Reinvestment Plan | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Estimated value per share under distribution reinvestment plan | $ 10.40 | ||||||||||||
Class A Common stock | Distribution Reinvestment Plan | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Shares issued pursuant to distribution reinvestment plan | 1,100,000 | 5,000,000 | |||||||||||
Class T Common stock | Distribution Reinvestment Plan | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Shares issued pursuant to distribution reinvestment plan | 100,000 | 800,000 | |||||||||||
Redeemable Common Stock | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Redemptions of common stock, value | $ 1,269,644 | $ 7,500 | $ 349,700 | $ 2,052,078 | $ 2,044,001 | ||||||||
Redeemable Common Stock | Share Redemption Program | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Redemptions of common stock (in shares) | 100,000 | 0 | |||||||||||
Redemptions of common stock, value | $ 1,300,000 | $ 4,500,000 |
Declaration of Distributions -
Declaration of Distributions - Additional Information (Detail) - $ / shares | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 25, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | |
Class A Common stock | |||||||
Dividend Declared [Line Items] | |||||||
Common stock per share outstanding per day authorized | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 |
Cash distribution record date start | Oct. 1, 2020 | ||||||
Cash distribution record date end | Dec. 31, 2020 | ||||||
Class T Common stock | |||||||
Dividend Declared [Line Items] | |||||||
Common stock per share outstanding per day authorized | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 | $ 0.00164 |
Common stock dividends payable per share per day | $ 0.0014 |
Selected Quarterly Data - Summa
Selected Quarterly Data - Summary of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||
Total revenues | $ 31,363,122 | $ 29,469,545 | $ 30,298,123 | $ 30,076,693 | $ 29,588,014 | ||||
Total operating expenses | 26,992,137 | 27,497,027 | 61,368,274 | 26,965,933 | 27,773,486 | $ 115,857,438 | $ 74,919,300 | ||
Operating income (loss) | 4,370,985 | 1,972,518 | (31,070,151) | 7,055,456 | 1,814,528 | (24,726,648) | 4,532,556 | ||
Net loss | (4,456,497) | (7,062,841) | (37,743,581) | (4,321,670) | (9,541,579) | (49,262,919) | (20,773,868) | ||
Net loss attributable to common stockholders | $ (6,259,114) | $ (8,491,421) | $ (35,073,951) | $ (5,431,504) | $ (8,214,826) | $ (2,212,445) | $ (8,891,558) | $ (49,824,486) | $ (19,318,829) |
Class A Common stock | |||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||
Net loss per share-basic and diluted | $ (0.10) | $ (0.14) | $ (0.59) | $ (0.09) | $ (0.14) | $ (0.84) | $ (0.33) | ||
Class T Common stock | |||||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||||
Net loss per share-basic and diluted | $ (0.10) | $ (0.14) | $ (0.59) | $ (0.09) | $ (0.14) | $ (0.84) | $ (0.33) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, ft² in Millions | Nov. 12, 2020USD ($) | Nov. 10, 2020USD ($)ft²StorageFacilityStateStorageUnitRealEstateVenture$ / sharesshares | Oct. 28, 2020shares | Oct. 26, 2020USD ($)shares | Oct. 29, 2019shares | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($)StorageFacilityState$ / shares | Nov. 11, 2020USD ($) | Nov. 04, 2020USD ($) | Oct. 29, 2020USD ($) | Sep. 21, 2020USD ($) | Dec. 31, 2019$ / shares | Oct. 01, 2018StorageFacilityState |
Subsequent Event [Line Items] | |||||||||||||
Redemption of preferred units | $ (200,000) | ||||||||||||
Number of self storage facilities | StorageFacility | 112 | ||||||||||||
Number of states located for self storage facilities | State | 17 | 10 | |||||||||||
Number of operating self storage facilities | StorageFacility | 28 | ||||||||||||
Number of parcels of land being developed into self storage facilities | StorageFacility | 1 | ||||||||||||
Subsequent Event | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Increase in net asset value per share | $ / shares | $ 0.10 | ||||||||||||
Net asset value per share | $ / shares | $ 10.40 | ||||||||||||
Transaction value | $ 370,000,000 | ||||||||||||
Number of self storage facilities | StorageFacility | 24 | ||||||||||||
Number of states located for self storage facilities | State | 9 | ||||||||||||
Number of self storage units | StorageUnit | 18,000 | ||||||||||||
Net rentable area | ft² | 2 | ||||||||||||
Fees payable for termination of merger agreement | $ 7,200,000 | ||||||||||||
Subsequent Event | SST IV Merger Agreement | Canada | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of voting membership interest | 50.00% | ||||||||||||
Number of unconsolidated real estate ventures | RealEstateVenture | 5 | ||||||||||||
Number of operating self storage facilities | StorageFacility | 1 | ||||||||||||
Number of parcels of land being developed into self storage facilities | StorageFacility | 4 | ||||||||||||
Subsequent Event | SST IV Merger Agreement | Canada | SmartCentres Real Estate Investment Trust | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Percentage of ownership hold by unaffiliated third party | 50.00% | ||||||||||||
SSGT II Unit Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional preferred investment in operating partnership | $ 33,500,000 | ||||||||||||
Investment of preferred investor | $ 6,500,000 | ||||||||||||
SSGT II Unit Purchase Agreement | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Additional preferred investment in operating partnership | $ 7,500,000 | $ 13,000,000 | $ 13,000,000 | ||||||||||
Redemption of preferred units | $ 19,000,000 | ||||||||||||
Investment of preferred investor | $ 13,500,000 | $ 32,500,000 | |||||||||||
Series A Preferred Stock | SSGT II Unit Purchase Agreement | Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred stock, shares issued | shares | 50,000 | ||||||||||||
Proceeds from issuance of preferred stock | $ 50,000,000 | ||||||||||||
SST IV Class A Common Stock | Subsequent Event | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | ||||||||||||
SST IV Class T Common Stock | Subsequent Event | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, par value | $ / shares | 0.001 | ||||||||||||
Class W Common Stock | Subsequent Event | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, par value | $ / shares | 0.001 | ||||||||||||
Class A Common stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Class A Common stock | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Conversion of right to receive shares, description | converted into the right to receive 2.1875 shares of the Company’s Class A Common Stock, $0.001 par value per share | ||||||||||||
Class A Common stock | Subsequent Event | SST IV Merger Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | ||||||||||||
Number of right to receive shares from conversion | shares | 2.1875 | ||||||||||||
Series A Preferred Stock Purchase Agreement | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maximum shares agreed to purchase | shares | 200,000 | ||||||||||||
Initial closing shares | shares | 150,000 | ||||||||||||
Additional purchase commitment shares | shares | 50,000 |