Filed Pursuant to Rule 424(b)(3)
Registration No. 333-212639
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STRATEGIC STORAGE TRUST IV, INC.
SUPPLEMENT NO. 6 DATED NOVEMBER 17, 2017
TO THE PROSPECTUS DATED MARCH 17, 2017
This document supplements, and should be read in conjunction with, the prospectus of Strategic Storage Trust IV, Inc. dated March 17, 2017, Supplement No. 1 dated April 24, 2017, Supplement No. 2 dated May 25, 2017, Supplement No. 3 dated June 29, 2017, Supplement No. 4 dated August 18, 2017, and Supplement No. 5 dated October 16, 2017. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the prospectus.
The purpose of this supplement is to disclose:
| • | | an update on the status of our public offering; |
| • | | disclosure regarding the acquisition of a self storage facility located in Texas City, Texas; |
| • | | an update regarding the potential acquisition in Palm Beach Gardens, Florida; |
| • | | an update regarding a potential acquisition in Surprise, Arizona; |
| • | | updates to our risk factors; |
| • | | information regarding our share redemption program; |
| • | | information regarding related party fees and expenses; |
| • | | our distribution declaration history; |
| • | | selected financial data; |
| • | | an update to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the prospectus to include information for the three and nine months ended September 30, 2017; and |
| • | | our unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2017. |
Status of Our Offering
On January 25, 2017, we sold $7.5 million in Class A shares, or approximately 360,577 Class A shares, to an institutional account investor pursuant to a private offering transaction. On March 17, 2017, our public offering was declared effective. As of November 3, 2017, in connection with our public offering, we have received gross offering proceeds of approximately $24.4 million, consisting of approximately $15.8 million from the sale of approximately 632,000 Class A shares, approximately $6.5 million from the sale of approximately 267,000 Class T shares, and approximately $2.1 million from the sale of approximately 93,000 Class W shares. As of November 3, 2017, approximately $1.07 billion in shares remained available for sale in our public offering, including shares available pursuant to our distribution reinvestment plan.
Acquisition of a Self Storage Facility in Texas City, Texas
On September 25, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a self storage facility located in Texas City, Texas (the “Texas City Property”). On November 17, 2017, we closed on the acquisition of the Texas City Property. The Texas City Property contains approximately 480 units and 60,450 net rentable square feet. The purchase price for the Texas City Property was approximately $8 million, plus closing and acquisition costs. We funded the acquisition of the Texas City Property by utilizing net proceeds from our public offering.
Update Regarding the Potential Acquisition of the Palm Beach Gardens, Florida Property
As previously disclosed, on August 18, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party (the “Palm Beach Gardens Purchase Agreement”) for the acquisition of a self storage facility located in Palm Beach Gardens, Florida (the “Palm Beach Gardens Property”).
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Under the original terms of the Palm Beach Gardens Purchase Agreement, the Approval Period (as defined therein) would have expired on October 30, 2017, and unless our subsidiary provided the seller of the Palm Beach Gardens Property with a notice to consummate the transaction prior to the expiration of the Approval Period, the Palm Beach Gardens Purchase Agreement would have automatically terminated at such time.
On October 27, 2017, the parties to the Palm Beach Gardens Purchase Agreement entered into a First Amendment to the Palm Beach Gardens Purchase Agreement that extends the Approval Period to December 14, 2017. The remaining terms and conditions of the Palm Beach Gardens Purchase Agreement continue in full force and effect.
Potential Acquisition of Property in Surprise, Arizona
On November 7, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party (the “Surprise Purchase Agreement”) for the acquisition of a self storage facility located in Surprise, Arizona (the “Surprise Property”).
The Surprise Property will be a newly constructed self storage facility that is expected to contain approximately 630 units and 72,000 net rentable square feet. The purchase price for the Surprise Property is approximately $7.5 million, plus closing and acquisition costs. The acquisition of the Surprise Property will occur once a certificate of occupancy is issued which we expect to occur in the third quarter of 2018. We expect to fund such acquisition with a combination of net proceeds from our public offering, and a credit facility or other debt financing.
Pursuant to the Surprise Purchase Agreement, we will be obligated to purchase the Surprise Property only after satisfactory completion of agreed upon closing conditions. We will decide whether to acquire the Surprise Property generally based upon:
| • | | our ability to raise sufficient net proceeds from our public offering and obtain debt financing; |
| • | | satisfactory completion of due diligence on the Surprise Property and the seller of the Surprise Property; |
| • | | the completion of construction of the self storage facility and the issuance of a certificate of occupancy for the Surprise Property; |
| • | | approval by our board of directors to purchase the Surprise Property; |
| • | | satisfaction of the conditions to the acquisition in accordance with the Surprise Purchase Agreement; and |
| • | | no material adverse changes relating to the Surprise Property, the seller of the Surprise Property or certain economic conditions. |
There can be no assurance that we will complete the acquisition of the Surprise Property. In some circumstances, if we fail to complete the acquisition, we may forfeit up to approximately $300,000 in earnest money on the Surprise Property.
Other properties may be identified in the future that we may acquire prior to or instead of the Surprise Property. Due to the considerable conditions to the consummation of the acquisition of the Surprise Property, we cannot make any assurances that the closing of the Surprise Property is probable.
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Updates to our Risk Factors
The second risk factor on the cover page of our prospectus is hereby replaced with the following:
| • | | We have paid distributions from sources other than our cash flows from operations, including from the net proceeds of our offering and the private offering transaction. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. From commencement of paying cash distributions in February 2017, the payment of distributions has been funded from the private offering transaction and our offering. Until we generate cash flows sufficient to pay distributions to you, we may pay distributions from the net proceeds of this offering or from borrowings in anticipation of future cash flows. |
The fourth risk factor under the “Summary Risk Factors”sub-section under the “Prospectus Summary” section of our prospectus is hereby replaced with the following:
| • | | We have paid, and may continue to pay, distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced. From commencement of paying cash distributions in February 2017, the payment of distributions has been funded from the private offering transaction and our offering. |
The following should be added as a new risk factor under “Risks Related to this Offering and an Investment in Strategic Storage Trust IV, Inc.”
We have incurred a net loss to date, have an accumulated deficit and our operations may not be profitable in 2017.
We incurred a net loss attributable to stockholders of approximately $660,000 for the nine months ended September 30, 2017. Our accumulated deficit was approximately $660,000 as of September 30, 2017. Given that we are still early in our fundraising and acquisition stage, our operations may not be profitable in 2017.
The risk factor under “Risks Related to this Offering and an Investment in Strategic Storage Trust IV, Inc.” titled, “We may pay distributions from sources other than cash flow from operations, which may include borrowings or the net proceeds of this offering (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced” is hereby deleted and replaced with the following:
We have paid, and may continue to pay, distributions from sources other than cash flow from operations which may include borrowings or the net proceeds of our offering (which may constitute a return of capital); therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced.
In the event we do not have enough cash from operations to fund our distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from our offering (which may constitute a return of capital). It is likely that we will be required to use return of capital to fund distributions in at least the first few years of operation. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. From commencement of paying cash distributions in February 2017, the payment of cash distributions has been paid from proceeds from the private offering transaction and our offering. If we continue to pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties, which may reduce our stockholders’ overall returns. Additionally, to the extent distributions exceed cash flow from operations, a stockholder’s basis in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.
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Share Redemption Program Information
For the nine months ended September 30, 2017, we did not receive any requests for redemptions.
Related Party Fees and Expenses
The following table summarizes related party costs incurred and paid by us for the nine months ended September 30, 2017, as well as any related amounts payable as of September 30, 2017. There were no related party costs incurred or paid by us for the period from June 1, 2016 (date of inception) through December 31, 2016:
| | | | | | | | | | | | |
| | Nine Months Ended September 30, 2017 | |
| | Incurred | | | Paid | | | Payable | |
Expensed | | | | | | | | | | | | |
Operating expenses (including organizational costs) | | $ | 182,502 | | | $ | 153,340 | | | $ | 29,162 | |
Asset management fees | | | 23,394 | | | | 19,250 | | | | 4,144 | |
Property management fees(1) | | | 17,385 | | | | 16,120 | | | | 1,265 | |
Acquisition expenses | | | 94,378 | | | | 74,353 | | | | 20,025 | |
AdditionalPaid-in Capital | | | | | | | | | | | | |
Selling commissions | | | 1,271,629 | | | | 1,271,629 | | | | — | |
Dealer Manager fees | | | 465,255 | | | | 442,562 | | | | 22,693 | |
Stockholder Servicing Fees and Dealer Manager Servicing Fees(2) | | | 240,240 | | | | 2,547 | | | | 237,693 | |
Offering costs | | | 1,386,947 | | | | 1,358,100 | | | | 28,847 | |
| | | | | | | | | | | | |
Total | | $ | 3,681,730 | | | $ | 3,337,901 | | | $ | 343,829 | |
| | | | | | | | | | | | |
(1) | During the nine months ended September 30, 2017, property management fees included approximately $16,000 of fees paid to thesub-property manager of our property. |
(2) | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares and an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W Shares sold in our primary offering. |
Distribution Declaration History
The following table shows the cash distributions we have paid through September 30, 2017:
| | | | | | | | | | | | |
Quarter | | OP Unit Holders | | | Common Stockholders | | | Distributions Declared per Common Share | |
1st Quarter 2017 | | $ | 1,332 | | | $ | 54,031 | | | $ | 0.150 | |
2nd Quarter 2017 | | $ | 3,500 | | | $ | 142,950 | | | $ | 0.391 | |
3rd Quarter 2017 | | $ | 2,930 | | | $ | 185,208 | | | $ | 0.394 | |
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The following shows our distributions and the sources of such distributions for the nine months ended September 30, 2017. There were no distributions from June 1, 2016 (date of inception) through December 31, 2016.
| | | | | | | | |
| | Nine Months Ended September 30, 2017 | | | | |
Distributions paid in cash — common stockholders | | $ | 382,189 | | | | | |
Distributions paid in cash — Operating Partnership unitholders | | | 7,762 | | | | | |
Distributions reinvested | | | 31,391 | | | | | |
| | | | | | | | |
Total distributions | | $ | 421,342 | | | | | |
| | | | | | | | |
Source of distributions | | | | | | | | |
Cash flows provided by operations | | $ | — | | | | 0 | % |
Proceeds from our primary offering and private offering transaction | | | 389,951 | | | | 92.5 | % |
Offering proceeds from distribution reinvestment plan | | | 31,391 | | | | 7.5 | % |
| | | | | | | | |
Total sources | | $ | 421,342 | | | | 100.0 | % |
| | | | | | | | |
From our inception through September 30, 2017, we paid cumulative distributions of approximately $421,000, as compared to cumulative net loss attributable to our common stockholders of approximately $660,000. Net loss attributable to our common stockholders for the nine months ended September 30, 2017 and cumulative net loss reflectnon-cash depreciation and amortization of approximately $151,000, and acquisition related expenses of approximately $158,000.
For the nine months ended September 30, 2017, we paid total distributions of approximately $421,000. From our commencement of paying cash distributions on our common shares in February 2017, distributions were paid solely from proceeds of our primary offering and private offering transaction.
We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.
We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our offering and the private offering transaction. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.
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Selected Financial Data
The following is a summary of quarterly financial information for the periods shown below. There were no operations for the period from June 1, 2016 (date of inception) through December 31, 2016.
| | | | | | | | | | | | |
| | Three months ended | |
| | March 31, 2017 | | | June 30, 2017 | | | September 30, 2017 | |
Total revenues | | $ | — | | | $ | 115,130 | | | $ | 129,427 | |
Total operating expenses | | | 122,481 | | | | 405,323 | | | | 389,360 | |
Net loss | | | (122,481 | ) | | | (290,193 | ) | | | (259,933 | ) |
Net loss attributable to the common stockholders | | | (119,518 | ) | | | (283,601 | ) | | | (256,899 | ) |
Net loss per Class A share-basic and diluted | | | (0.46 | ) | | | (0.75 | ) | | | (0.35 | ) |
Net loss per Class T share-basic and diluted | | | — | | | | (0.75 | ) | | | (0.35 | ) |
Net loss per Class W share-basic and diluted | | | — | | | | (0.75 | ) | | | (0.35 | ) |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our unaudited consolidated financial statements and notes thereto contained elsewhere in this supplement, as well as with our audited financial statements and notes thereto as of December 31, 2016 included in our prospectus.
Overview
Strategic Storage Trust IV, Inc. was formed on June 1, 2016 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and related self storage real estate investments. Our year end is December 31. As used in this supplement, “we,” “us,” “our,” and “Company” refer to Strategic Storage Trust IV, Inc. and each of our subsidiaries.
SmartStop Asset Management, LLC (our “Sponsor”), is the sponsor of our Public Offering (as defined below). Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor IV, LLC, a Delaware limited liability company (our “Advisor”) and owns 100% of Strategic Storage Property Management IV, LLC, a Delaware limited liability company (our “Property Manager”). See Note 1 of the Notes to the Consolidated Statements contained in this supplement for further details about our affiliates.
On January 25, 2017, we sold approximately 360,577 Class A shares for $7.5 million to an institutional account investor pursuant to a private offering transaction (the “Private Offering Transaction”). Due to the proceeds raised in the Private Offering Transaction, there was no minimum number of shares we had to sell before accepting subscriptions for the Primary Offering (as defined below).
On March 17, 2017, we commenced a public offering of a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering,”), consisting of three classes of shares: Class A shares for $25.00 per share (up to $450 million in shares), Class T shares for $24.21 per share (up to $450 million in shares), and Class W shares for $22.75 per share (up to $100 million in shares). As of September 30, 2017, we have issued approximately 480,000 Class A shares for gross offering proceeds of approximately $12.0 million, approximately 151,000 Class T shares for gross offering proceeds of approximately $3.6 million and approximately 64,000 Class W shares for gross offering proceeds of approximately $1.4 million in our Offering. We intend to invest the net proceeds from the Private Offering Transaction and the Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada.
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As of September 30, 2017, our self storage portfolio was comprised as follows:
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State | | No. of Properties | | | Units(1) | | | Sq. Ft. (net)(2) | | | % of Total Rentable Sq. Ft. | | | Physical Occupancy %(3) | | | Rental Income %(4) | |
Florida | | | 1 | | | | 600 | | | | 67,000 | | | | 100 | % | | | 98 | % | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes all rentable units, consisting of storage units and parking (approximately 100 units). |
(2) | Includes all rentable square feet consisting of storage units and parking (approximately 27,000 square feet). |
(3) | Represents occupied square feet divided by total rentable square feet as of September 30, 2017. |
(4) | Represents rental income divided by our total rental income for the month ended September 30, 2017. |
Our results of operations for the nine months ended September 30, 2017 are not indicative of those expected in future periods as we expect that rental income, operating expenses, depreciation expense, amortization expense and interest expense will each increase in future periods as a result of anticipated future acquisitions of real estate assets.
Critical Accounting Policies
We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this supplement. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.
We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained in this supplement, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.
Real Estate Purchase Price Allocation
We allocate the purchase prices of acquired properties based on a number of estimates and assumptions. We allocate the purchase prices to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. These estimated fair values are based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. Acquisitions of portfolios of properties are allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which we estimate based upon the relative size, age, and location of the individual property along with actual historical and estimated occupancy and rental rate levels, and other relevant factors. If available, and determined by management to be appropriate, appraised values are used, rather than these estimated values. Because we believe that substantially all of the leases in place at
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properties we will acquire will be at market rates, as the majority of the leases aremonth-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. The determination of market rates is also subject to a number of estimates and assumptions. Our allocations of purchase prices could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such allocations may vary dramatically based on the estimates and assumptions we use.
Impairment of Long-Lived Assets
The majority of our assets, other than cash and cash equivalents, consist of long-lived real estate assets as well as intangible assets related to our acquisitions. We will evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss recognized, if any, may vary based on the estimates and assumptions we use.
Estimated Useful Lives of Long-Lived Assets
We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions we use.
Consolidation of Investments in Joint Ventures
We will evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entities included in our financial statements may vary based on the estimates and assumptions we use.
REIT Qualification
We intend to make an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ending December 31, 2017. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we 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.
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Results of Operations
Overview
We derive revenues principally from: (i) rents received from tenants who rent storage units undermonth-to-month leases at our self storage facility; and (ii) sales of packing- and storage-related supplies at our storage facility. Therefore, our operating results depend significantly on our ability to successfully acquire and operate additional self storage facilities, retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units. Additionally, our operating results depend on our tenants making their required rental payments to us.
Competition in the market in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facility. Development of any new self storage facilities would intensify competition of self storage operators in the market in which we operate.
On March 17, 2017, we commenced our Offering and formal operations. On April 11, 2017, we acquired our first self storage property located in Florida comprising approximately 600 units and approximately 67,000 rentable square feet. Operating results in future periods will depend on the results of operations of real estate properties that we acquire.
As a result of the timing of our formation, commencement of operations and acquisition of our first property, we believe there is little basis for comparison between the three and nine months ended September 30, 2017 to the three months ended September 30, 2016 and the period from June 1, 2016 (date of inception) through September 30, 2016. We expect revenue and expenses to increase in future periods as we acquire additional properties.
Total Revenues
Total revenues for the nine months ended September 30, 2017 were approximately $245,000, which is attributable to the acquisition of our first self storage property during the second quarter of 2017. We expect total revenues to increase in future periods commensurate with our future acquisition activity.
Property Operating Expenses
Property operating expenses for the nine months ended September 30, 2017 were approximately $119,000. Property operating expenses includes the cost to operate our facility including payroll, utilities, insurance, real estate taxes, and marketing. The property operating expenses are attributable to the acquisition of our first self storage property during the second quarter of 2017. We expect property operating expenses to increase in the future as our operational activity increases.
Property Operating Expenses – Affiliates
Property operating expenses – affiliates for the nine months ended September 30, 2017 were approximately $41,000. Property operating expenses – affiliates includes property management fees and asset management fees. The property operating expenses – affiliates are attributable to the acquisition of our first self storage property during the second quarter of 2017. We expect property operating expenses – affiliates to increase in the future as our operational activity increases.
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General and Administrative Expenses
General and administrative expenses for the nine months ended September 30, 2017 were approximately $448,000. General and administrative expenses consist primarily of legal expenses, transfer agent fees, directors’ and officers’ insurance expense, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors related costs. We expect general and administrative expenses to increase in the future as our operational activity increases.
Depreciation and Amortization Expenses
Depreciation and amortization expenses for the nine months ended September 30, 2017 were approximately $151,000. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our property. Amortization expense consists of the amortization of intangible assets resulting from the acquisition of our first self storage property during the second quarter of 2017.
Acquisition Expenses – Affiliates
Acquisition expenses – affiliates for the nine months ended September 30, 2017 were approximately $94,000. These acquisition expenses primarily relate to the costs associated with our first self storage property acquired during the second quarter of 2017 and prospective self storage properties to be acquired in future periods.
Other Property Acquisition Expenses
Other property acquisition expenses for the nine months ended September 30, 2017 were approximately $64,000. These acquisition expenses include property acquisition expenses incurred by third parties and primarily relate to the costs associated with our first self storage property acquired during the second quarter of 2017 and prospective self storage properties to be acquired in future periods.
Liquidity and Capital Resources
Cash Flows
A comparison of cash flows for operating, investing and financing activities for the nine months ended September 30, 2017 and for the period from June 1, 2016 (date of inception) through September 30, 2016 is as follows:
| | | | | | | | | | | | |
| | Nine Months Ended September 30, 2017 | | | For the period from June 1, 2016 (date of inception) through September 30, 2016 | | | Change | |
Net cash flow provided by (used in): | | | | | | | | | | | | |
Operating activities | | $ | (965,766 | ) | | $ | — | | | $ | (965,766 | ) |
Investing activities | | | (5,275,000 | ) | | | — | | | | (5,275,000 | ) |
Financing activities | | | 20,406,088 | | | | 201,000 | | | | 20,205,088 | |
Cash flows used in operating activities for the nine months ended September 30, 2017 were approximately $966,000, which is primarily the result of a net loss of approximately $673,000 and cash used in other assets of approximately $612,000 offset by increases in accounts payable and accrued liabilities and amounts due to affiliates, totaling approximately $168,000 and depreciation and amortization totaling approximately $151,000.
Cash flows used in investing activities for the nine months ended September 30, 2017 were approximately $5.3 million, which is the result of cash consideration paid of $4.95 million for our acquisition and deposits on acquisitions of real estate facilities of $325,000 during the nine months ended September 30, 2017.
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Cash flows provided by financing activities for the nine months ended September 30, 2017 and for the period from June 1, 2016 (date of inception) through September 30, 2016 were approximately $20.4 million and $0.2 million, respectively, an increase in cash provided of approximately $20.2 million. The change is primarily comprised of approximately $24.4 million in gross proceeds from our issuance of common stock offset by approximately $3.6 million of offering costs and approximately $390,000 in distributions paid.
Short-Term Liquidity and Capital Resources
Through March 17, 2017, the date we commenced our Offering, we met our short-term operating liquidity requirements through advances from our Advisor or its affiliates, as we needed to fund our offering costs and operating expenses incurred before our Offering commenced. Currently, we generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds from our Offering and the Private Offering Transaction, proceeds from secured or unsecured financing from banks or other lenders, net cash provided by property operations and advances from our Advisor which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our advisory agreement with our Advisor.
Distribution Policy
On September 18, 2017, our board of directors authorized a daily distribution rate for the fourth quarter of 2017 of approximately $0.004281 per day per share on the outstanding shares of common stock payable to Class A, Class T and Class W stockholders of record of such shares as shown on our books as of the close of business on each day during the period, commencing on October 1, 2017 and continuing on each day thereafter through and including December 31, 2017. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.003618 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.003969 per day will be paid per Class W share. Such distributions payable to each stockholder of record will be paid the following month.
Currently, we are making distributions to our stockholders using proceeds from the Offering and the Private Offering Transaction in anticipation of future cash flow. As such, this reduces the amount of capital we will ultimately invest in properties. Because substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from the Offering and the Private Offering Transaction. Though we presently intend to pay only cash distributions, and potentially stock distributions, we are authorized by our charter to payin-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving suchin-kind distributions; and(c) in-kind distributions are only made to those stockholders who accept such offer.
During our Offering, when we may raise capital more quickly than we acquire income-producing assets, we may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the Offering and the Private Offering Transaction. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.
11
Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investment in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.
Distributions are paid to our stockholders as of the record date selected by our board of directors. We declare and pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:
| • | | the amount of time required for us to invest the funds received in the Offering; |
| • | | our operating and interest expenses; |
| • | | the amount of distributions or dividends received by us from our indirect real estate investments; |
| • | | our ability to keep our properties occupied; |
| • | | our ability to maintain or increase rental rates; |
| • | | capital expenditures and reserves for such expenditures; |
| • | | the issuance of additional shares; and |
| • | | financings and refinancings. |
The following shows our distributions and the sources of such distributions for the nine months ended September 30, 2017. There were no distributions from June 1, 2016 (date of inception) through December 31, 2016.
| | | | | | | | |
| | Nine Months Ended September 30, 2017 | | | | |
Distributions paid in cash — common stockholders | | $ | 382,189 | | | | | |
Distributions paid in cash — Operating Partnership unitholders | | | 7,762 | | | | | |
Distributions reinvested | | | 31,391 | | | | | |
| | | | | | | | |
Total distributions | | $ | 421,342 | | | | | |
| | | | | | | | |
Source of distributions | | | | | | | | |
Cash flows provided by operations | | $ | — | | | | 0 | % |
Proceeds from our Primary Offering and Private Offering Transaction | | | 389,951 | | | | 92.5 | % |
Offering proceeds from distribution reinvestment plan | | | 31,391 | | | | 7.5 | % |
| | | | | | | | |
Total sources | | $ | 421,342 | | | | 100.0 | % |
| | | | | | | | |
From our inception through September 30, 2017, we paid cumulative distributions of approximately $421,000, as compared to cumulative net loss attributable to our common stockholders of approximately $660,000. Net loss attributable to our common stockholders for the nine months ended September 30, 2017 and cumulative net loss reflectnon-cash depreciation and amortization of approximately $151,000, and acquisition related expenses of approximately $158,000.
12
For the nine months ended September 30, 2017, we paid total distributions of approximately $421,000. From our commencement of paying cash distributions on our common shares in February 2017, distributions were paid solely from proceeds of our Primary Offering and Private Offering Transaction.
We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.
We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in the Offering and the Private Offering Transaction. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.
Indebtedness
As of September 30, 2017 and December 31, 2016, we did not have any third-party indebtedness.
Long-Term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds are for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness, if any.
Long-term potential future sources of capital include proceeds from our Offering, secured or unsecured financings from banks or other lenders, issuance of equity instruments and undistributed funds from operations. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.
Off-Balance Sheet Arrangements
We do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitatingoff-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities.
Subsequent Events
Please see Note 10 of the Notes to the Consolidated Financial Statements contained in this supplement.
13
Seasonality
We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facility which we believe will be slightly higher over the summer months due to increased moving activity.
Financial Statements
The financial statements listed below are contained in this supplement:
Consolidated Financial Statements
| | | | |
Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016 | | | F-1 | |
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and for the three months ended September 30, 2016 and for the period from June 1, 2016 (date of inception) through September 30, 2016 (unaudited) | | | F-2 | |
Consolidated Statement of Equity for the Nine Months Ended September 30, 2017 (unaudited) | | | F-3 | |
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 (unaudited) and for the period from June 1, 2016 (date of inception) through September 30, 2016 (unaudited) | | | F-4 | |
Notes to Consolidated Financial Statements (unaudited) | | | F-5 | |
14
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | |
| | September 30, 2017 (Unaudited) | | | December 31, 2016 | |
ASSETS | | | | | | | | |
Real estate facility: | | | | | | | | |
Land | | $ | 902,914 | | | $ | — | |
Buildings | | | 3,289,314 | | | | — | |
Site improvements | | | 524,514 | | | | — | |
| | | | | | | | |
| | | 4,716,742 | | | | — | |
Accumulated depreciation | | | (73,216 | ) | | | — | |
| | | | | | | | |
Real estate facility, net | | | 4,643,526 | | | | — | |
Cash and cash equivalents | | | 14,366,322 | | | | 201,000 | |
Other assets, net | | | 1,080,369 | | | | — | |
Intangible assets, net of accumulated amortization | | | 155,505 | | | | — | |
| | | | | | | | |
Total assets | | $ | 20,245,722 | | | $ | 201,000 | |
| | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 142,000 | | | $ | — | |
Due to affiliates | | | 343,829 | | | | — | |
Distributions payable | | | 120,213 | | | | — | |
| | | | | | | | |
Total liabilities | | | 606,042 | | | | — | |
| | | | | | | | |
Commitments and contingencies (Note 6) | | | | | | | | |
Redeemable common stock | | | 31,391 | | | | — | |
Strategic Storage Trust IV, Inc. equity: | | | | | | | | |
Preferred stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at September 30, 2017 and December 31, 2016 | | | — | | | | — | |
Class A common stock, $0.001 par value; 315,000,000 and 30,000 shares authorized at September 30, 2017 and December 31, 2016, respectively; 840,424 and 44 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | | | 840 | | | | — | |
Class T common stock, $0.001 par value; 315,000,000 and no shares authorized at September 30, 2017 and December 31, 2016, respectively; 151,332 and no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | | | 151 | | | | — | |
Class W common stock, $0.001 par value; 70,000,000 and no shares authorized at September 30, 2017 and December 31, 2016, respectively; 63,978 and no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | | | 64 | | | | — | |
Additionalpaid-in capital | | | 20,621,396 | | | | 1,000 | |
Distributions | | | (532,081 | ) | | | — | |
Accumulated deficit | | | (660,018 | ) | | | — | |
| | | | | | | | |
Total Strategic Storage Trust IV, Inc. equity | | | 19,430,352 | | | | 1,000 | |
| | | | | | | | |
Noncontrolling interests in our Operating Partnership | | | 177,937 | | | | 200,000 | |
| | | | | | | | |
Total equity | | | 19,608,289 | | | | 201,000 | |
| | | | | | | | |
Total liabilities and equity | | $ | 20,245,722 | | | $ | 201,000 | |
| | | | | | | | |
See notes to consolidated financial statements.
F-1
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2017 | | | Three Months Ended September 30, 2016 | | | Nine Months Ended September 30, 2017 | | | For the period from June 1, 2016 (date of inception) through September 30, 2016 | |
Revenues: | | | | | | | | | | | | | | | | |
Self storage rental revenue | | $ | 129,163 | | | $ | — | | | $ | 244,209 | | | $ | — | |
Ancillary operating revenue | | | 264 | | | | — | | | | 348 | | | | — | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 129,427 | | | | — | | | | 244,557 | | | | — | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | | 59,233 | | | | — | | | | 119,066 | | | | — | |
Property operating expenses – affiliates | | | 23,863 | | | | — | | | | 40,779 | | | | — | |
General and administrative | | | 153,069 | | | | — | | | | 447,951 | | | | — | |
Depreciation | | | 36,496 | | | | — | | | | 73,330 | | | | — | |
Intangible amortization expense | | | 38,877 | | | | — | | | | 77,754 | | | | — | |
Acquisition expenses – affiliates | | | 46,242 | | | | — | | | | 94,378 | | | | — | |
Other property acquisition expenses | | | 31,580 | | | | — | | | | 63,906 | | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 389,360 | | | | — | | | | 917,164 | | | | — | |
Net loss | | | (259,933 | ) | | | — | | | | (672,607 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Net loss attributable to the noncontrolling interests in our Operating Partnership | | | 3,034 | | | | — | | | | 12,589 | | | | — | |
| | | | | | | | | | | | | | | | |
Net loss attributable to Strategic Storage Trust IV, Inc. common stockholders | | $ | (256,899 | ) | | $ | — | | | $ | (660,018 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Net loss per Class A share—basic and diluted | | $ | (0.35 | ) | | $ | — | | | $ | (1.43 | ) | | $ | — | |
Net loss per Class T share—basic and diluted | | $ | (0.35 | ) | | $ | — | | | $ | (1.43 | ) | | $ | — | |
Net loss per Class W share—basic and diluted | | $ | (0.35 | ) | | $ | — | | | $ | (1.43 | ) | | $ | — | |
| | | | | | | | | | | | | | | | |
Weighted average Class A shares outstanding—basic and diluted | | | 613,965 | | | | 44 | | | | 420,271 | | | | 40 | |
Weighted average Class T shares outstanding—basic and diluted | | | 73,599 | | | | — | | | | 25,116 | | | | — | |
Weighted average Class W shares outstanding—basic and diluted | | | 43,837 | | | | — | | | | 16,729 | | | | — | |
| | | | | | | | | | | | | | | | |
See notes to consolidated financial statements.
F-2
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | | | | Total | | | | | | | | | | |
| | Class A | | | Class T | | | Class W | | | | | | | | | | | | Strategic | | | Noncontrolling | | | | | | | |
| | Number of Shares | | | Common Stock Par Value | | | Number of Shares | | | Common Stock Par Value | | | Number of Shares | | | Common Stock Par Value | | | Additional Paid-in Capital | | | Distributions | | | Accumulated Deficit | | | Storage Trust IV, Inc. Equity | | | Interests in our Operating Partnership | | | Total Equity | | | Redeemable Common Stock | |
Balance as of December 31, 2016 | | | 44 | | | $ | — | | | | — | | | $ | — | | | | — | | | $ | — | | | $ | 1,000 | | | $ | — | | | $ | — | | | $ | 1,000 | | | $ | 200,000 | | | $ | 201,000 | | | $ | — | |
Gross proceeds from issuance of common stock | | | 839,482 | | | | 839 | | | | 151,116 | | | | 151 | | | | 63,729 | | | | 64 | | | | 24,570,219 | | | | — | | | | — | | | | 24,571,273 | | | | — | | | | 24,571,273 | | | | — | |
Offering costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,949,822 | ) | | | — | | | | — | | | | (3,949,822 | ) | | | — | | | | (3,949,822 | ) | | | — | |
Changes to redeemable common stock | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (31,391 | ) | | | — | | | | — | | | | (31,391 | ) | | | — | | | | (31,391 | ) | | | 31,391 | |
Distributions | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (532,081 | ) | | | — | | | | (532,081 | ) | | | — | | | | (532,081 | ) | | | — | |
Distributions for noncontrolling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,474 | ) | | | (9,474 | ) | | | — | |
Issuance of shares for distribution reinvestment plan | | | 898 | | | | 1 | | | | 216 | | | | — | | | | 249 | | | | — | | | | 31,390 | | | | — | | | | — | | | | 31,391 | | | | — | | | | 31,391 | | | | — | |
Net loss attributable to Strategic Storage Trust IV, Inc. | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (660,018 | ) | | | (660,018 | ) | | | — | | | | (660,018 | ) | | | — | |
Net loss attributable to the noncontrolling interests in our Operating Partnership | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (12,589 | ) | | | (12,589 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of September 30, 2017 | | | 840,424 | | | $ | 840 | | | | 151,332 | | | $ | 151 | | | | 63,978 | | | $ | 64 | | | $ | 20,621,396 | | | $ | (532,081 | ) | | $ | (660,018 | ) | | $ | 19,430,352 | | | $ | 177,937 | | | $ | 19,608,289 | | | $ | 31,391 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See notes to consolidated financial statements.
F-3
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | |
| | Nine Months Ended September 30, 2017 | | | For the period from June 1, 2016 (date of inception) through September 30, 2016 | |
Cash flows from operating activities: | | | | | | | | |
Net loss | | $ | (672,607 | ) | | $ | — | |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | |
Depreciation and amortization | | | 151,084 | | | | — | |
Increase (decrease) in cash from change in assets and liabilities: | | | | | | | | |
Other assets | | | (612,683 | ) | | | — | |
Accounts payable and accrued liabilities | | | 113,844 | | | | — | |
Due to affiliates | | | 54,596 | | | | — | |
| | | | | | | | |
Net cash used in operating activities | | | (965,766 | ) | | | — | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of real estate | | | (4,950,000 | ) | | | — | |
Deposits on acquisitions of real estate facilities | | | (325,000 | ) | | | — | |
| | | | | | | | |
Net cash used in investing activities | | | (5,275,000 | ) | | | — | |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Gross proceeds from issuance of common stock | | | 24,428,472 | | | | 1,000 | |
Offering costs | | | (3,632,433 | ) | | | — | |
Distributions paid to common stockholders | | | (382,189 | ) | | | — | |
Distributions paid to noncontrolling interest in our Operating Partnership | | | (7,762 | ) | | | — | |
Issuance of noncontrolling interests in our Operating Partnership | | | — | | | | 200,000 | |
| | | | | | | | |
Net cash provided by financing activities | | | 20,406,088 | | | | 201,000 | |
| | | | | | | | |
Change in cash and cash equivalents | | | 14,165,322 | | | | 201,000 | |
| | | | | | | | |
Cash and cash equivalents, beginning of period | | | 201,000 | | | | — | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 14,366,322 | | | $ | 201,000 | |
| | | | | | | | |
Supplemental cash flow andnon-cash transactions: | | | | | | | | |
Proceeds from issuance of common stock in other assets | | $ | 142,800 | | | $ | — | |
Offering costs included in due to affiliates | | $ | 289,233 | | | $ | — | |
Offering costs included in accounts payable and accrued liabilities | | $ | 28,156 | | | $ | — | |
Distributions payable | | $ | 120,213 | | | $ | — | |
Issuance of shares pursuant to distribution reinvestment plan | | $ | 31,391 | | | $ | — | |
See notes to consolidated financial statements.
F-4
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 1. Organization
Strategic Storage Trust IV, Inc., a Maryland corporation (the “Company”), was formed on June 1, 2016 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities. The Company’syear-end is December 31. As used in this supplement, “we,” “us,” “our” and “Company” refer to Strategic Storage Trust IV, Inc. and each of our subsidiaries.
SmartStop Asset Management, LLC, a Delaware limited liability company organized in 2013 (our “Sponsor”), is the sponsor of our Offering of shares of our common stock, as described below. Our Sponsor is a company focused on providing real estate advisory, asset management, and property management services. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor IV, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management IV, LLC (our “Property Manager”).
We have no employees. Our Advisor, a Delaware limited liability company, was formed on May 31, 2016. Our Advisor is responsible for managing our affairs on aday-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we entered into with our Advisor (our “Advisory Agreement”) on March 3, 2017. The officers of our Advisor are also officers of us and our Sponsor.
On June 15, 2016, our Advisor purchased 44 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Incorporation authorized 30,000 shares of common stock with a par value of $0.001. Our Articles of Amendment and Restatement, which were filed with the State Department of Assessments and Taxation of Maryland on January 17, 2017, authorized 700,000,000 shares of common stock with a par value of $0.001, of which 315,000,000 shares are designated as Class A shares, 315,000,000 shares are designated as Class T shares, and 70,000,000 shares are designated as Class W shares, and 200,000,000 shares of preferred stock with a par value of $0.001. Upon the filing of our Articles of Amendment and Restatement, our Advisor’s 44 shares of our common stock were classified as Class A shares. We are offering 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 25, 2017, we sold approximately 360,577 Class A shares for $7.5 million to an institutional account investor pursuant to a private offering transaction (the “Private Offering Transaction”). Due to the proceeds raised in our Private Offering Transaction, there was not a minimum number of shares we needed to sell before accepting subscriptions for the Primary Offering. On March 17, 2017 (the “Effective Date”), the Securities and Exchange Commission (“SEC”) declared our registration statement effective and we commenced formal operations. As of September 30, 2017, approximately 480,000 Class A shares for gross offering proceeds of approximately $12.0 million, approximately 151,000 Class T shares for gross offering proceeds of approximately $3.6 million and approximately 64,000 Class W shares for gross offering proceeds of approximately $1.4 million had been sold in the Offering. We intend to invest the net proceeds from the Private Offering Transaction and the Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of September 30, 2017, we owned one property.
Our operating partnership, Strategic Storage Operating Partnership IV, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on June 2, 2016. On June 15, 2016, our Advisor purchased a limited partnership interest in our Operating Partnership for $200,000 (8,889 partnership units) and on June 15, 2016, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire in the future. As of September 30, 2017, we owned approximately 99.2% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.8% of the common units are owned by our Advisor.
F-5
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
As the sole general partner of our Operating Partnership, we have the exclusive power to manage and conduct the business of our Operating Partnership. We will conduct certain activities (such as selling packing supplies and locks) through our taxable REIT subsidiary, Strategic Storage TRS IV, Inc., a Delaware corporation (the “TRS”) which was formed on June 2, 2016, and is a wholly owned subsidiary of our Operating Partnership.
Our Property Manager is a Delaware limited liability company which was formed on May 31, 2016 to manage our properties. Our Property Manager derives substantially all of its income from the property management services it performs for us. Our Property Manager may enter intosub-property management agreements with third party management companies and pay part of its management fee to suchsub-property manager. At the acquisition of our property, we entered into a property management agreement with our Property Manager and our Property Manager entered into asub-property management agreement with an affiliate of Extra Space Storage Inc. (“Extra Space”) for the management of our property which was branded under the Extra Space name.
On July 14, 2017, our Property Manager provided written notice to Extra Space of its intention to terminate thesub-property management agreement effective October 1, 2017. As of October 1, 2017, our Property Manager now manages our property directly. In addition, our Sponsor reacquired the rights to the “SmartStop® Self Storage” brand in the United States. As a result, we began using the “SmartStop® Self Storage” brand at our property effective October 1, 2017. Please see Note 5 – Related Party Transactions – Property Management Agreement.
Our dealer manager is Select Capital Corporation, a California corporation (our “Dealer Manager”). On February 10, 2017, the Company executed a dealer manager agreement, as amended (the “Dealer Manager Agreement”), with our Dealer Manager. Our Dealer Manager is responsible for marketing our shares to be offered pursuant to our Primary Offering. Our Sponsor owns, through a wholly-owned limited liability company, a 15%non-voting equity interest in our Dealer Manager and affiliates of our Dealer Manager own a 2.5%non-voting membership interest in our Advisor.
As we accept subscriptions for shares of our common stock, we transfer all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we are deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the Primary Offering. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, as amended (the “Operating Partnership Agreement”). Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.
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.
F-6
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
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, 2017 and December 31, 2016, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs.
Noncontrolling Interest in Consolidated Entities
We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiary, is consolidated by the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the 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.
F-7
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
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.
Real Estate Purchase Price Allocation
We account for acquisitions in accordance with amended accounting guidance which requires that we allocate the purchase price of the property to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, as of the acquisition date and to adjust those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for an acquisition). Acquisitions of portfolios of facilities will be allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. In allocating the purchase price, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leasesare month-to-month contracts. We also considerwhether in-place, market leases represent an intangible asset. We recorded approximately $235,000 in intangible assets to recognize the value ofin-place leases related to our acquisition during the nine months ended September 30, 2017. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Our acquisition-related transaction costs are required to be expensed as incurred. During the three and nine months ended September 30, 2017, we expensed approximately $78,000 and $160,000, respectively, of acquisition-related transaction costs.
Should the initial accounting for an acquisition be incomplete by the end of a reporting period that falls within the measurement period, we will report provisional amounts in our consolidated financial statements. During the measurement period, we will adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we will record those adjustments to our consolidated financial statements. We will recognize any measurement adjustments during the period in which we determine the amount of the adjustment to our consolidated financial statements, potentially including adjustments to interest, depreciation and amortization expense.
Evaluation of Possible Impairment of Long-Lived Assets
Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the nine months ended September 30, 2017, no impairment losses were recognized.
F-8
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Revenue Recognition
Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally aremonth-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets.
Allowance for Doubtful Accounts
Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future.
Real Estate Facility
Our real estate facility is recorded based on fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.
Depreciation of Real Property Assets
Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.
Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows:
| | |
Description | | Standard Depreciable Life |
Land | | Not Depreciated |
Buildings | | 35 years |
Site Improvements | | 7 to 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 toin-place lease intangibles. We are amortizingin-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2017, the gross amounts allocated toin-place lease intangibles was approximately $235,000 and accumulated amortization ofin-place lease intangibles totaled approximately $80,000.
The total estimated future amortization expense of intangible assets for the years ending December 31, 2017 and 2018 is approximately $40,000 and $115,000, respectively.
F-9
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Debt Issuance Costs
The net carrying value of costs incurred in connection with obtainingnon-revolving financing will be presented on the consolidated balance sheets as a reduction of the related debt. The net carrying value of costs incurred in connection with obtaining revolving financing will be presented as debt issuance costs on the consolidated balance sheets. Debt issuance costs will be amortized on a straight-line basis over the term of the related loan, which we do not expect will be materially different than the effective interest method. There were no debt issuance costs incurred by us for the period ended December 31, 2016 or for the nine months ended September 30, 2017.
Organization and Offering Costs
Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.15% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we will recognize as a capital contribution from our Advisor. Organization and offering costs funded by our Advisor are recognized as a liability in our consolidated financial statements as of September 30, 2017 as we had a present responsibility to reimburse our Advisor after the Effective Date of the Primary Offering. Our Advisor must reimburse us within 60 days after the end of the month in which the initial public offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs are recorded as an offset to additionalpaid-in capital, and organization costs are recorded as an expense.
In connection with our Primary Offering, our Dealer Manager will receive a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from the sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan),which calculation shall be made by us with the assistance of our Dealer Manager commencing
F-10
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fee, equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding.
Our Dealer Manager will enter into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager willre-allow all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may alsore-allow to these broker-dealers a portion of their dealer manager fee and dealer manager servicing fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager will also receive reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all othernon-accountable expenses in connection with our Offering, may not exceed 3% of gross offering proceeds from sales in the Offering. We record a liability within Due to Affiliates for the future estimated stockholder and dealer manager servicing fees and a reduction to additionalpaid-in capital at the time of sale of the Class T and Class W shares as an offering cost.
Redeemable Common Stock
We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances.
We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable but that are contingent on an event that is likely to occur (e.g., the passage of time) should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets.
In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. Our redeemable common shares are contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.
For the nine months ended September 30, 2017, we did not receive any requests for redemptions.
F-11
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
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 anon-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 will use when measuring fair value:
| • | | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access; |
| • | | Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and |
| • | | Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity. |
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.
The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial andnon-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.
The carrying amounts of cash and cash equivalents, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value because of their relatively short-term nature.
Income Taxes
We intend to make an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ending December 31, 2017. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REIT’s ordinary taxable income to stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will be organized and will 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.
F-12
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.
We filed an election to treat our TRS as a taxable REIT subsidiary. In general, the TRS may perform additional services for our tenants and generally may engage in any real estate ornon-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS will follow accounting guidance which will require the use of the asset and liability method. Deferred income taxes will represent the tax effect of future differences between the book and tax bases of assets and liabilities.
Per Share Data
Basic earnings per share attributable to our common stockholders for all periods presented is computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share will be computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method once restricted stock has been granted.
Recently Issued Accounting Guidance
In May 2014, the FASB issuedASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective ofASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized.ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. In July 2015, the FASB voted to defer the effective date by one year to annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 with early adoption permitted. This ASU will still be applied using either a full retrospective or modified retrospective approach. We have determined that our self storage rental revenues will not be subject to the guidance in ASU2014-09, as they qualify as lease contracts, which are excluded from its scope.
In January 2016, the FASB issued ASU2016-01, “Financial Instruments–Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU2016-01 updates guidance related to recognition and measurement of financial assets and financial liabilities. ASU2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in ASU2016-01 also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU2016-01 eliminate the requirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU2016-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. We do not anticipate the adoption of this standard to have a material impact on our consolidated financial statements.
F-13
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
In February 2016, the FASB issuedASU 2016-02, “Leases (Topic 842).” ASU2016-02 amends the guidance on accounting for leases. UnderASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) aright-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. UnderASU 2016-02, lessor accounting is largely unchanged. It also includes extensive amendments to the disclosure requirements.ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance.ASU 2016-02 requires a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. While we continue to evaluate the standard, based upon our assessment to date, we do not anticipate the adoption of this standard will have a material impact on our consolidated financial statements, because substantially all of our lease revenues are derived frommonth-to-month leases.
In August 2016, the FASB issuedASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.”ASU 2016-15 addresses eight classification issues related to the statement of cash flows. The guidance will become effective for periods beginning after December 15, 2017, with early adoption permitted. We do not anticipate the adoption of this standard to have a material impact on our consolidated financial statements.
In November 2016, the FASB issued ASUNo. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU2016-18 will require companies to include restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling thebeginning-of-period andend-of-period total amounts shown on the statement of cash flows. ASU2016-18 will require a disclosure of a reconciliation between the statement of financial position and the statement of cash flows when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. Entities with material restricted cash and restricted cash equivalent balances will be required to disclose the nature of the restrictions. ASU2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to all periods presented. As of September 30, 2017 and December 31, 2016, we did not have any restricted cash. We do not anticipate the adoption of this standard to have a material impact on our consolidated financial statements.
In January 2017, the FASB issued ASU2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework provides guidance for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for transactions that have not been reported in previously issued (or available to be issued) financial statements and shall be applied on a prospective basis. We expect that acquisitions of real estate orin-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. The adoption of this guidance will likely result in a decrease in acquisition related costs being expensed, as our acquisition of real estate properties will likely be considered asset acquisitions rather than business combinations under ASU2017-01.
F-14
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 3. Real Estate Facility
The following summarizes the activity in the real estate facility during the nine months ended September 30, 2017:
| | | | |
Real estate facility | | | | |
Balance at December 31, 2016 | | $ | — | |
Facility acquisition | | | 4,716,742 | |
| | | | |
Balance at September 30, 2017 | | $ | 4,716,742 | |
| | | | |
Accumulated depreciation | | | | |
Balance at December 31, 2016 | | $ | — | |
Depreciation expense | | | (73,216 | ) |
| | | | |
Balance at September 30, 2017 | | $ | (73,216 | ) |
| | | | |
The following table summarizes the preliminary purchase price allocation for our acquisition during the nine months ended September 30, 2017:
| | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Acquisition Date | | | Real Estate Assets | | | Intangibles | | | Total | | | 2017 Revenue(1) | | | 2017 Property Operating Income(2) | |
Jensen Beach—FL | | | 4/11/17 | | | $ | 4,716,742 | | | $ | 233,258 | | | $ | 4,950,000 | | | $ | 244,557 | | | $ | 112,044 | |
(1) | The operating results of the facility acquired above has been included in our consolidated statement of operations since its acquisition date. |
(2) | Property operating income excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, acquisition expenses and costs incurred in connection with the property management changes. |
The purchase price allocation included above is preliminary and therefore, subject to change upon the completion of our analysis of appraisals and other information related to the acquisition. We anticipate finalizing the purchase price allocation by December 31, 2017, as further evaluations are completed and additional information is received from third parties.
Note 4. Pro Forma Consolidated Financial Information (Unaudited)
The table set forth below summarizes on an unaudited pro forma basis the combined results of operations of the Company for the nine months ended September 30, 2017, and for the period from June 1, 2016 (date of inception) through September 30, 2016 as if our acquisition was completed as of June 1, 2016. This pro forma information does not purport to represent what our actual consolidated results of operations 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, 2017 | | | For the period from June 1, 2016 (date of inception) through September 30, 2016 | |
Pro forma revenue | | $ | 385,824 | | | $ | 174,086 | |
Pro forma operating expenses | | | (949,522 | ) | | | (195,892 | ) |
Pro forma net loss attributable to common stockholders | | | (558,439 | ) | | | (21,602 | ) |
F-15
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
The pro forma consolidated financial information for the nine months ended September 30, 2017 and for the period from June 1, 2016 (date of inception) through September 30, 2016 were adjusted to exclude approximately $127,000 and $0, respectively, for acquisition related expenses.
Note 5. Related Party Transactions
Fees to Affiliates
Our Advisory Agreement with our Advisor and our Dealer Manager Agreement with our Dealer Manager entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.
Organization and Offering Costs
Organization and offering costs of the Offering may be paid by our Advisor on our behalf and reimbursed to our Advisor from the proceeds of our Offering; provided, however, that our Advisor will fund, and will not be reimbursed for, 1.15% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses. Organization and offering costs consist of all expenses (other than sales commissions, the dealer manager fee, stockholder servicing fees and dealer manager servicing fees) to be paid by us in connection with the Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Our Advisor must reimburse us within 60 days after the end of the month which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.
Advisory Agreement
We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. As noted above, we are required under our Advisory Agreement to reimburse our Advisor for organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.15% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, and is required to reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.
Our Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees, dealer manager servicing fees and organization and offering expenses, are in excess of 15% of gross proceeds from the Offering. Our Advisor also receives a monthly asset management fee equal to 0.0833%, which isone-twelfth of 1%, of our aggregate asset value, as defined. Our Advisor may also be entitled to various subordinated distributions under our operating partnership agreement if we (1) list our shares of common stock on a national exchange, (2) terminate our Advisory Agreement, or (3) liquidate our portfolio.
F-16
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after we acquire our first real estate asset, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual andnon-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified.
Dealer Manager Agreement
In connection with our Primary Offering, our Dealer Manager receives a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from sales of Class T shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fees, equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding.
Our Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager willre-allow all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may alsore-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required
F-17
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager will also receive reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses are considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all othernon-accountable expenses in connection with our Offering, may not exceed 3% of gross offering proceeds from sales in the Offering. We record a liability as due to affiliates for the future estimated stockholder and dealer manager servicing fees and a reduction to additionalpaid-in capital at the time of sale of the Class T and Class W shares as an offering cost.
Affiliated Dealer Manager
Our Sponsor owns, through a wholly-owned limited liability company, a 15%non-voting equity interest in our Dealer Manager and affiliates of our Dealer Manager own a 2.5%non-voting membership interest in our Advisor.
Property Management Agreement
From the acquisition of our property through September 30, 2017, our Property Manager contracted with Extra Space for Extra Space to serve as thesub-property manager for our property pursuant to a separatesub-property management agreement. As of October 1, 2017, our Property Manager terminated thesub-property management agreement, and our Property Manager now manages our property directly. In connection with the termination, the property management agreement was amended and we paid Extra Space a termination fee, as described below.
Prior Arrangement
Under the property management agreement in effect from April 11, 2017 through September 30, 2017 for our property, our Property Manager received a monthly management fee for the property equal to the greater of $2,500 or 6% of the gross revenues, plus reimbursement of our Property Manager’s costs of managing the property. In addition, Extra Space agreed to pay up to $25,000 toward the signage andset-up costs associated with converting such property to the Extra Space brand (the“Set-Up Amount”). The property management agreement had a three year term and automatically renewed for successive one year periods thereafter, unless we or our Property Manager provided prior written notice at least 90 days prior to the expiration of the term. In general, if we terminated a property management agreement without cause during the initial three year term, we would have been required to pay our Property Manager a termination fee equal to theSet-Up Amount, reduced by 1/36th of theSet-Up Amount for every full month of the term that had elapsed.
Thesub-property management agreement between our Property Manager and Extra Space was substantially the same as the foregoing property management agreement. Under thesub-property management agreement, our Property Manager paid Extra Space a monthly management fee for the property equal to the greater of $2,500 or 6% of the gross revenues, plus reimbursement of Extra Space’s costs of managing the property; provided, however that no management fee was due and payable to Extra Space for the months of January and July each year during the term. Extra Space had the exclusive right to offer tenant insurance to the tenants and was entitled to all of the benefits of such tenant insurance. Thesub-property management agreement also had a three year term and automatically renewed for successive one year periods thereafter, unless our Property Manager or Extra Space provided prior written notice at least 90 days prior to the expiration of the term. In general, if our Property Manager terminated thesub-property management agreement without cause during the initial three year term, it would have been required to pay Extra Space a termination fee equal to theSet-Up Amount, reduced by 1/36th of theSet-Up Amount for every full month of the term that had elapsed.
F-18
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Termination ofSub-property Manager
As of October 1, 2017, our Property Manager terminated thesub-property management agreement with Extra Space, and we amended the corresponding property management agreements as described below. In connection with the amendment of the property management agreement, the property-owning subsidiary agreed to pay the termination fee owed by our Property Manager in accordance with its termination of thesub-property management agreement. The aggregate costs incurred in connection with the property management change were approximately $4,000. This amount was included in property operating expenses – affiliates in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2017.
Property Management Subsequent to September 30, 2017
In connection with the termination of thesub-property management agreement, the corresponding property management agreement was amended effective as of October 1, 2017. Pursuant to the amended property management agreement, our Property Manager receives: (i) a monthly management fee for the property equal to the greater of $3,000 or 6% of the gross revenues from the property plus reimbursement of the Property Manager’s costs of managing the property 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, our Property Manager has the exclusive right to offer tenant insurance to the tenants and is entitled to all of the benefits of such tenant insurance. The property management agreement has a three year term and automatically renews for successive one year periods thereafter, unless we or our Property Manager provide prior written notice at least 90 days prior to the expiration of the term. After the end of the initial three year term, either party may terminate a property management agreement generally upon 60 days prior written notice. With respect to each new property we acquire for which we enter into a property management agreement with our Property Manager we will also pay our Property Manager aone-timestart-up fee in the amount of $3,750.
In connection with the change in our property management agreement, our store has been rebranded under the “SmartStop® Self Storage” brand.
Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the nine months ended September 30, 2017, as well as any related amounts payable as of September 30, 2017. There were no related party costs incurred or paid by us for the period from June 1, 2016 (date of inception) through December 31, 2016:
| | | | | | | | | | | | |
| | Nine Months Ended September 30, 2017 | |
| | Incurred | | | Paid | | | Payable | |
Expensed | | | | | | | | | | | | |
Operating expenses (including organizational costs) | | $ | 182,502 | | | $ | 153,340 | | | $ | 29,162 | |
Asset management fees | | | 23,394 | | | | 19,250 | | | | 4,144 | |
Property management fees(1) | | | 17,385 | | | | 16,120 | | | | 1,265 | |
Acquisition expenses | | | 94,378 | | | | 74,353 | | | | 20,025 | |
AdditionalPaid-in Capital | | | | | | | | | | | | |
Selling commissions | | | 1,271,629 | | | | 1,271,629 | | | | — | |
Dealer Manager fees | | | 465,255 | | | | 442,562 | | | | 22,693 | |
Stockholder Servicing Fees and Dealer Manager Servicing Fees(2) | | | 240,240 | | | | 2,547 | | | | 237,693 | |
Offering costs | | | 1,386,947 | | | | 1,358,100 | | | | 28,847 | |
| | | | | | | | | | | | |
Total | | $ | 3,681,730 | | | $ | 3,337,901 | | | $ | 343,829 | |
| | | | | | | | | | | | |
F-19
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
(1) | During the nine months ended September 30, 2017, property management fees included approximately $16,000 of fees paid to thesub-property manager of our property. |
(2) | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares and an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W Shares sold in the Primary Offering. |
Extra Space Self Storage
Certain of our executive officers, including H. Michael Schwartz, Paula Mathews, Michael McClure and James Berg, received units of limited partnership interest in Extra Space Storage LP, the operating partnership for Extra Space, in exchange for units of limited partnership of SmartStop Self Storage Operating Partnership, L.P., the operating partnership for SmartStop Self Storage, Inc., owned by such executives.
Storage Auction Program
In March 2017, our Sponsor acquired a minority interest in a company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions for the contents of abandoned storage units online instead of using live auctions conducted at the self storage facilities. The Auction Company is expected to receive a service fee for such services Through September 30, 2017, oursub-property manager did not utilize the Auction Company at our property. In the future, our Property Manager may utilize the Auction Company at our properties, and we would be responsible for paying any fees related to our properties. Our properties would receive the proceeds from such online auctions.
Note 6. Commitments and Contingencies
Distribution Reinvestment Plan
We adopted a distribution reinvestment plan that will allow our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. The plan became effective on the effective date of our Offering. The purchase price per share is $23.75 per share for Class A shares, $23.00 per share for Class T shares and $22.75 per share for Class W shares during the Primary Offering. No sales commission or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. We may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ prior written notice to stockholders.
Share Redemption Program
We adopted a share redemption program that enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange orover-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption.
Our board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. The complete terms of our share redemption program are described in detail in our prospectus.
F-20
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Until our board of directors approves an estimated net asset value per share, as published from time to time in an Annual Report on Form10-K, a Quarterly Report on Form10-Q and/or a Current Report on Form8-K publicly filed with the SEC, the per share price for the redemption of shares shall be equal to the then-current net investment amount of our shares, which will be based on the “amount available for investment” percentage shown in the estimated use of proceeds table in our prospectus. For each class of shares, this amount will equal the current offering price of the shares, less the associated sales commissions, dealer manager fee and estimated organization and offering expenses not reimbursed by our Advisor. Once our board of directors approves an estimated net asset value per share, the per share price for the repurchase of a given class of shares will be equal to the then-current estimated net asset value per share for such class of shares.
There will be several limitations on our ability to redeem shares under the share redemption program including, but not limited to:
| • | | Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year. |
| • | | During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year. |
| • | | The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan. |
| • | | We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. |
For the nine months ended September 30, 2017, we did not receive any requests for redemptions.
Operating Partnership Redemption Rights
The limited partners of our Operating Partnership will have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as our Advisor is acting as our advisor under the Advisory Agreement.
Other Contingencies
From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.
F-21
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 7. Selected Quarterly Data (Unaudited)
The following is a summary of quarterly financial information for the periods shown below. There were no operations for the period from June 1, 2016 (date of inception) through December 31, 2016.
| | | | | | | | | | | | |
| | Three months ended | |
| | March 31, 2017 | | | June 30, 2017 | | | September 30, 2017 | |
Total revenues | | $ | — | | | $ | 115,130 | | | $ | 129,427 | |
Total operating expenses | | | 122,481 | | | | 405,323 | | | | 389,360 | |
Net loss | | | (122,481 | ) | | | (290,193 | ) | | | (259,933 | ) |
Net loss attributable to the common stockholders | | | (119,518 | ) | | | (283,601 | ) | | | (256,899 | ) |
Net loss per Class A share-basic and diluted | | | (0.46 | ) | | | (0.75 | ) | | | (0.35 | ) |
Net loss per Class T share-basic and diluted | | | — | | | | (0.75 | ) | | | (0.35 | ) |
Net loss per Class W share-basic and diluted | | | — | | | | (0.75 | ) | | | (0.35 | ) |
Note 8. Declaration of Distributions
On September 18, 2017, our board of directors declared a daily distribution rate for the fourth quarter of 2017 of approximately $0.004281 per day per share on the outstanding shares of common stock payable to Class A, Class T and Class W stockholders of record of such shares as shown on our books at the close of business on each day of the period commencing on October 1, 2017 and ending December 31, 2017. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.003618 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.003969 per day will be paid per Class W share. Such distributions payable to each stockholder of record during a month will be paid the following month.
Note 9. Potential Acquisitions
Palm Beach Gardens, Florida
On August 18, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of property that is being developed into a self storage facility located in Palm Beach Gardens, Florida (the “Palm Beach Gardens Property”). The purchase price for the Palm Beach Gardens Property is approximately $18.9 million, plus closing and acquisition costs. The purchase and sale agreement includes a provision for an additional purchase price payment of up to $1.8 million that could become due based upon the property exceeding certain performance hurdles in its fourth year of operations. We expect the acquisition of the Palm Beach Gardens Property to close in the third quarter of 2018 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with a combination of net proceeds from our Offering and a credit facility or other debt financing. If we fail to acquire the Palm Beach Gardens Property, in addition to the incurred acquisition costs, we may also forfeit approximately $250,000 in earnest money as a result.
Texas City, Texas
On September 25, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a self storage facility located in Texas City, Texas (the “Texas City Property”). The purchase price for the Texas City Property is approximately $8 million, plus closing and acquisition costs. We expect the acquisition of the Texas City Property to occur in the fourth quarter of 2017. We expect to fund such acquisition with net proceeds from our Offering. If we fail to acquire the Texas City Property, in addition to the incurred acquisition costs, we may also forfeit approximately $75,000 in earnest money as a result.
F-22
STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(Unaudited)
Note 10. Subsequent Events
Potential Acquisitions
Surprise, Arizona
On November 7, 2017, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of property that is being developed into a self storage facility located in Surprise, Arizona (the “Surprise Property”). The purchase price for the Surprise Property is approximately $7.5 million, plus closing and acquisition costs. We expect the acquisition of the Surprise Property to close in the third quarter of 2018 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with a combination of net proceeds from our Offering and a credit facility or other debt financing. If we fail to acquire the Surprise Property, we may forfeit the incurred acquisition costs.
Approval Period Extension for Palm Beach Gardens Property
Under the original terms of the Palm Beach Gardens Property purchase agreement, the Approval Period (as defined therein) would have expired on October 30, 2017. On October 27, 2017, the parties to the Palm Beach Gardens Property purchase agreement entered into a first amendment to the Palm Beach Gardens Property purchase agreement that extends the Approval Period to December 14, 2017. The remaining terms and conditions of the Palm Beach Gardens Property purchase agreement continue in full force and effect.
Offering Status
As of November 3, 2017, in connection with our Private Offering Transaction and Offering we have issued approximately 991,000 Class A shares for gross offering proceeds of approximately $23.2 million, approximately 267,000 Class T shares for gross offering proceeds of approximately $6.5 million and approximately 93,000 Class W shares for gross offering proceeds of approximately $2.1 million.
F-23