Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ck0001680232 | |
Entity Registrant Name | Strategic Storage Trust IV, Inc. | |
Entity Central Index Key | 1,680,232 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,740,845 | |
Class T Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,369,714 | |
Class W Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 317,143 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate facilities: | ||
Land | $ 17,541,323 | $ 1,713,976 |
Buildings | 58,738,040 | 9,614,412 |
Site improvements | 3,294,504 | 1,011,151 |
Real estate investment property, gross | 79,573,867 | 12,339,539 |
Accumulated depreciation | (908,060) | (138,219) |
Real estate facilities, net | 78,665,807 | 12,201,320 |
Cash and cash equivalents | 11,984,471 | 21,929,125 |
Other assets, net | 7,973,844 | 1,221,753 |
Intangible assets, net of accumulated amortization | 2,380,217 | 451,889 |
Total assets | 101,004,339 | 35,804,087 |
LIABILITIES AND EQUITY | ||
Secured debt, net | 16,594,621 | |
Due to affiliates | 1,562,548 | 587,628 |
Accounts payable and accrued liabilities | 1,384,508 | 301,273 |
Distributions payable | 510,698 | 216,415 |
Total liabilities | 20,052,375 | 1,105,316 |
Commitments and contingencies (Note 7) | ||
Redeemable common stock | 1,464,069 | 183,420 |
Strategic Storage Trust IV, Inc. equity: | ||
Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at September 30, 2018 and December 31, 2017 | ||
Additional paid-in capital | 87,698,825 | 36,653,000 |
Distributions | (4,412,177) | (1,079,785) |
Accumulated deficit | (3,933,974) | (1,230,755) |
Accumulated other comprehensive loss | (21,874) | |
Total Strategic Storage Trust IV, Inc. equity | 79,334,974 | 34,344,251 |
Noncontrolling interests in our Operating Partnership | 152,921 | 171,100 |
Total equity | 79,487,895 | 34,515,351 |
Total liabilities and equity | 101,004,339 | 35,804,087 |
Class A Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | 2,628 | 1,254 |
Class T Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | 1,254 | 426 |
Class W Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | $ 292 | $ 111 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 315,000,000 | 315,000,000 |
Common Stock, shares issued | 2,628,095 | 1,253,576 |
Common Stock, shares outstanding | 2,628,095 | 1,253,576 |
Class T Common Stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 315,000,000 | 315,000,000 |
Common Stock, shares issued | 1,254,073 | 426,228 |
Common Stock, shares outstanding | 1,254,073 | 426,228 |
Class W Common Stock | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 70,000,000 | 70,000,000 |
Common Stock, shares issued | 291,296 | 110,646 |
Common Stock, shares outstanding | 291,296 | 110,646 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Self storage rental revenue | $ 1,556,081 | $ 129,163 | $ 2,733,203 | $ 244,209 |
Ancillary operating revenue | 9,756 | 264 | 14,851 | 348 |
Total revenues | 1,565,837 | 129,427 | 2,748,054 | 244,557 |
Operating expenses: | ||||
Property operating expenses | 452,601 | 59,233 | 841,322 | 119,066 |
Property operating expenses – affiliates | 252,681 | 23,863 | 439,602 | 40,779 |
General and administrative | 399,505 | 153,069 | 1,199,057 | 447,951 |
Depreciation | 453,153 | 36,496 | 784,592 | 73,330 |
Intangible amortization expense | 492,867 | 38,877 | 846,386 | 77,754 |
Acquisition expense – affiliates | 193,113 | 46,242 | 492,199 | 94,378 |
Other property acquisition expenses | 150,090 | 31,580 | 619,890 | 63,906 |
Total operating expenses | 2,394,010 | 389,360 | 5,223,048 | 917,164 |
Operating loss | (828,173) | (259,933) | (2,474,994) | (672,607) |
Other income (expense): | ||||
Interest expense | (141,539) | (141,539) | ||
Interest expense – debt issuance costs | (248,450) | (248,450) | ||
Other | 32,884 | 153,973 | ||
Net loss | (1,185,278) | (259,933) | (2,711,010) | (672,607) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 2,721 | 3,034 | 7,791 | 12,589 |
Net loss attributable to Strategic Storage Trust IV, Inc. common stockholders | $ (1,182,557) | $ (256,899) | $ (2,703,219) | $ (660,018) |
Class A Common Stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.31) | $ (0.35) | $ (0.90) | $ (1.43) |
Weighted average shares outstanding-basic and diluted | 2,446,890 | 613,965 | 1,971,170 | 420,271 |
Class T Common Stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.31) | $ (0.35) | $ (0.90) | $ (1.43) |
Weighted average shares outstanding-basic and diluted | 1,122,980 | 73,599 | 821,524 | 25,116 |
Class W Common Stock | ||||
Other income (expense): | ||||
Net loss per share-basic and diluted | $ (0.31) | $ (0.35) | $ (0.90) | $ (1.43) |
Weighted average shares outstanding-basic and diluted | 266,935 | 43,837 | 200,782 | 16,729 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (1,185,278) | $ (259,933) | $ (2,711,010) | $ (672,607) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 8,118 | (21,874) | ||
Comprehensive loss | (1,177,160) | (259,933) | (2,732,884) | (672,607) |
Comprehensive loss attributable to noncontrolling interests: | ||||
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership | 2,684 | 3,034 | 7,854 | 12,589 |
Comprehensive loss attributable to Strategic Storage Trust IV, Inc. common stockholders | $ (1,174,476) | $ (256,899) | $ (2,725,030) | $ (660,018) |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Total | Common StockClass A Common Stock | Common StockClass T Common Stock | Common StockClass W Common Stock | Additional Paid-in Capital | Distributions | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Strategic Storage Trust IV, Inc. Equity | Noncontrolling Interests in our Operating Partnership | Redeemable Common Stock |
Beginning Balance at Dec. 31, 2017 | $ 34,515,351 | $ 1,254 | $ 426 | $ 111 | $ 36,653,000 | $ (1,079,785) | $ (1,230,755) | $ 34,344,251 | $ 171,100 | $ 183,420 | |
Beginning Balance (in shares) at Dec. 31, 2017 | 1,253,576 | 426,228 | 110,646 | ||||||||
Gross proceeds from issuance of common stock | 56,959,303 | $ 1,336 | $ 812 | $ 177 | 56,956,978 | 56,959,303 | |||||
Gross proceeds from issuance of common stock (in shares) | 1,336,051 | 811,623 | 176,581 | ||||||||
Offering costs | (5,915,786) | (5,915,786) | (5,915,786) | ||||||||
Changes to redeemable common stock | (1,307,604) | (1,307,604) | (1,307,604) | 1,307,604 | |||||||
Redemptions of common stock | (26,955) | ||||||||||
Issuance of restricted stock | 3 | $ 3 | 3 | ||||||||
Issuance of restricted stock (in shares) | 3,000 | ||||||||||
Distributions | (3,332,392) | (3,332,392) | (3,332,392) | ||||||||
Distributions to noncontrolling interests | (10,388) | (10,388) | |||||||||
Issuance of shares for distribution reinvestment plan | 1,307,604 | $ 35 | $ 16 | $ 4 | 1,307,549 | 1,307,604 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 35,468 | 16,222 | 4,069 | ||||||||
Stock based compensation expense | 4,688 | 4,688 | 4,688 | ||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (2,703,219) | (2,703,219) | (2,703,219) | ||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (7,791) | (7,791) | |||||||||
Foreign currency translation adjustment | (21,874) | $ (21,874) | (21,874) | ||||||||
Ending Balance at Sep. 30, 2018 | $ 79,487,895 | $ 2,628 | $ 1,254 | $ 292 | $ 87,698,825 | $ (4,412,177) | $ (3,933,974) | $ (21,874) | $ 79,334,974 | $ 152,921 | $ 1,464,069 |
Ending Balance (in shares) at Sep. 30, 2018 | 2,628,095 | 1,254,073 | 291,296 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (2,711,010) | $ (672,607) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,630,978 | 151,084 |
Amortization of debt issuance costs | 248,450 | |
Stock based compensation expense related to issuance of restricted stock | 4,688 | |
Increase (decrease) in cash and cash equivalents from change in assets and liabilities: | ||
Other assets, net | (878,437) | (612,683) |
Accounts payable and accrued liabilities | 458,460 | 113,844 |
Due to affiliates | 74,501 | 54,596 |
Net cash used in operating activities | (1,172,370) | (965,766) |
Cash flows from investing activities: | ||
Purchase of real estate | (69,833,589) | (4,950,000) |
Additions to real estate | (175,453) | |
Deposits on acquisitions of real estate | (3,160,312) | (325,000) |
Return of deposits on acquisitions of real estate | 750,000 | |
Investment in equity method investment | (2,500,000) | |
Investment in joint ventures | (875,977) | |
Net cash used in investing activities | (75,795,331) | (5,275,000) |
Cash flows from financing activities: | ||
Gross proceeds from issuance of common stock | 57,418,717 | 24,428,472 |
Offering costs | (4,980,127) | (3,632,433) |
Distributions paid to common stockholders | (1,742,075) | (382,189) |
Distributions paid to noncontrolling interests in our Operating Partnership | (11,005) | (7,762) |
Debt issuance costs | (662,463) | |
Net cash provided by financing activities | 67,023,047 | 20,406,088 |
Net change in cash and cash equivalents | (9,944,654) | 14,165,322 |
Cash and cash equivalents, beginning of period | 21,929,125 | 201,000 |
Cash and cash equivalents, end of period | 11,984,471 | 14,366,322 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 72,937 | |
Proceeds from issuance of common stock in other assets | 142,800 | |
Offering costs included in due to affiliates | 1,030,872 | 289,233 |
Offering costs included in accounts payable and accrued liabilities | 71,039 | 28,156 |
Redemption of common stock in accounts payable and accrued liabilities | 26,955 | |
Distributions payable | 510,698 | 120,213 |
Issuance of shares pursuant to distribution reinvestment plan | 1,307,604 | $ 31,391 |
Foreign currency translation adjustment in accounts payable and accrued liabilities | 21,874 | |
Other assets included in accounts payable accrued liabilities | 313,293 | |
Non Revolving | ||
Cash flows from financing activities: | ||
Proceeds from issuance of non-revolving secured debt | $ 17,000,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization | STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2018 (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’s year-end is December 31. As used in this report, “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, is the sponsor of our Offering of shares of our common stock (our “Sponsor”), 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 a day-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, as well as a majority of the officers of our Sponsor, are also officers of us. 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, 2018, approximately 2,264,000 Class A shares for gross offering proceeds of approximately $56.4 million, approximately 1,254,000 Class T shares for gross offering proceeds of approximately $30.4 million and approximately 291,000 Class W shares for gross offering proceeds of approximately $6.6 million had been sold in the Offering. We intend to invest the net proceeds from 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, 2018, we owned seven properties located in five states (California, Florida, Nevada, Texas and Washington). 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 owns, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. As of September 30, 2018, we owned approximately 99.8% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.2% of the common units are owned by our Advisor. As the sole general partner of our Operating Partnership, we have the exclusive power to manage and conduct the business of our Operating Partnership. We conduct certain activities through our taxable REIT subsidiary, Strategic Storage TRS 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 into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. Please see Note 6 – 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. Our Sponsor owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our transfer agent (our “Transfer Agent”). On May 31, 2018, the Company executed an agreement (the “Transfer Agent Agreement”), with our Transfer Agent to provide transfer agent and registrar services to us that are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. Please see Note 6 – Related Party Transactions – Transfer Agent Agreement. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of December 31, 2017, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our Operating Partnership. As of September 30, 2018, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than three joint ventures and one preferred equity investment, which are all accounted for under the equity method of accounting. Please see Notes 3 and 10. Other than the entities noted above, we do not currently have any relationships with unconsolidated entities or financial partnerships. Under the equity method, our investments will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments. Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative 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. 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 GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs, as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant . Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $2.8 million and $600,000 in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 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. We adopted this ASU on January 1, 2018. We expect that acquisitions of real estate or in-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. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the nine months ended September 30, 2018, we acquired five properties that did not meet the revised definition of a business, and we capitalized approximately $184,000 During the three and nine months ended September 30, 2018, we expensed approximately $340,000 and $1.1 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. 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, 2018 and 2017, no impairment losses were recognized. Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. 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 Facilities Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives Description Standard Depreciable Life Land Not Depreciated Buildings 35 years Site Improvements 7 -10 years Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense). Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2018, the gross amounts allocated to in-place lease intangibles was approximately $3.4 million and accumulated amortization of in-place lease intangibles totaled approximately $1.0 million. As of December 31, 2017, the gross amounts allocated to in-place lease intangibles were approximately $600,000 and accumulated amortization of in-place lease intangibles totaled approximately $150,000. The total estimated future amortization expense of intangible assets for the years ending December 31, 2018, 2019 and 2020, is approximately $0.5 million, $1.8 million and $0.1 million, respectively, and none for the years thereafter. Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the consolidated balance sheets as a reduction of the related debt (see Note 5). Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of September 30, 2018 and December 31, 2017, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.2 million and none, respectively. Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor 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, 2018 and December 31, 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 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 additional paid-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 of 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 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 enters 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 will re-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 also re-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 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 other non-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 additional paid-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, 2018, we received one redemption request totaling approximately $27,000 (approximately 1,200 shares) which was included in accounts payable and accrued liabilities as of September 30, 2018, and fulfilled in October 2018. For the year ended December 31, 2017, we did not receive any requests for redemptions. Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring 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 and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, tenant account receivables, other assets, variable – rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. We had no assets or liabilities that required fair value measurement on a recurring basis as of September 30, 2018 and December 31, 2017. Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2017. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities. Per Share Data 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 is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU was applied using the modified retrospective approach. We have determined that our self storage rental revenues are not subject to the guidance in ASU 2014-09, as they qualify as lease contracts, which are excluded from its scope. We adopted this ASU on January 1, 2018 and its adoption did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 amends the guidance on accounting for leases. Under ASU 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) a right-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. Under ASU 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 from month-to-month leases. |
Real Estate Facilities
Real Estate Facilities | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in real estate facilities during the nine months ended September 30, 2018: Real estate facilities Balance at December 31, 2017 $ 12,339,539 Facility acquisitions 67,058,875 Improvements and additions 175,453 Balance at September 30, 2018 $ 79,573,867 Accumulated depreciation Balance at December 31, 2017 $ (138,219 ) Depreciation expense (769,841 ) Balance at September 30, 2018 $ (908,060 ) The following table summarizes the purchase price allocation for our acquisitions during the nine months ended September 30, 2018: Property Acquisition Date Real Estate Assets Intangibles Total (1) 2018 Revenue (2) 2018 Property Operating Income (2) (3) Riverside - CA 3/27/18 $ 6,583,372 $ 281,736 $ 6,865,108 $ 332,410 $ 170,548 Las Vegas I -NV 4/05/18 8,841,728 346,682 9,188,410 359,339 233,202 Puyallup -WA 5/22/18 12,958,853 672,423 13,631,276 446,031 307,101 Las Vegas II - NV 7/18/18 12,353,623 501,662 12,855,285 201,294 146,294 Naples - FL 8/01/18 26,321,299 972,211 27,293,510 319,163 254,793 $ 67,058,875 $ 2,774,714 $ 69,833,589 $ 1,658,237 $ 1,111,938 (1) The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the transaction, including capitalized acquisition costs. (2) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition dates. (3) Property operating income excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses. Joint Venture with SmartCentres In August 2018, one of our subsidiaries entered into a contribution agreement (the “Contribution Agreement”) with a subsidiary of SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), for a tract of land owned by SmartCentres and located in Oshawa, Ontario (the “Oshawa Land”) in the Greater Toronto Area of Canada. On September 19, 2018, we closed on the Oshawa Land, which is now owned by a limited partnership (the “Limited Partnership”), in which we (through our subsidiary) and SmartCentres (through its subsidiary) are each a 50% limited partner and each have an equal ranking general partner in the Limited Partnership. At closing, we subscribed for 50% of the units in the Limited Partnership at an agreed upon subscription price of approximately $750,000 CAD, representing a contribution equivalent to 50% of the agreed upon fair market value of the Oshawa Land. The Limited Partnership intends to develop a self storage facility on the Oshawa Land. The value of the land contributed to the Limited Partnership has an agreed upon fair market value of approximately $1.5 million CAD. |
Pro Forma Financial Information
Pro Forma Financial Information (Unaudited) | 9 Months Ended |
Sep. 30, 2018 | |
Business Acquisition Pro Forma Information [Abstract] | |
Pro Forma Financial Information (Unaudited) | Note 4. Pro Forma Financial Information (Unaudited) The table set forth below summarizes, on a pro forma basis, the results of operations of the Company for the nine months ended September 30, 2018 and 2017. Such presentation reflects the Company’s acquisitions that occurred during 2018 and 2017, which met the GAAP definition of a business in effect at that time, as if the acquisitions had occurred as of January 1, 2017 and June 1, 2016 (inception), respectively. As the Company’s acquisitions that were completed during the nine months ended September 30, 2018 did not meet the revised definition of a business, no adjustments for these acquisitions have been reflected in the pro forma information below. This pro forma information does not purport to represent what the actual consolidated results of operations of the Company would have been for the periods indicated, nor does it purport to predict the results of operations for future periods. For the Nine Months Ended September 30, 2018 September 30, 2017 Pro forma revenue $ 2,748,054 $ 929,750 Pro forma operating expenses (4,923,918 ) (1,677,073 ) Pro forma net loss attributable to common stockholders (2,404,948 ) (733,336 ) The pro forma consolidated financial information for the nine months ended September 30, 2018 and 2017 were adjusted to exclude approximately $0 and $38,000, respectively, for acquisition related expenses. |
Secured Debt
Secured Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Secured Debt | Note 5. Secured Debt KeyBank Credit Facility On July 31, 2018, the Company, through six special purpose entities (collectively, the “Borrower”) wholly owned by our Operating Partnership, entered into a credit agreement (the “Credit Agreement”) with KeyBank, National Association (“KeyBank”), as administrative agent and KeyBanc Capital Markets, LLC, as sole book runner and sole lead arranger. Under the terms of the Credit Agreement, the Borrower had an initial maximum borrowing capacity up to $70 million (the “KeyBank Credit Facility”). On July 31, 2018, in order to finance a portion of the Naples acquisition, the Borrower, through six special purposes entities, borrowed $17 million on the KeyBank Credit Facility. On October 10, 2018, in order to finance a portion of the acquisition of the six properties in the greater Houston Area and College Station, Texas (the “Houston Portfolio”), the Borrower drew an additional $40 million on the KeyBank Credit Facility. On October 30, 2018, the Borrower drew an additional $5 million on the KeyBank Credit Facility, which was primarily used in connection with the acquisition of the Queenston Property (Note 11). On October 31, 2018, and pursuant to the terms of the Credit Agreement, the maximum borrowing capacity of the KeyBank Credit Facility was reduced to $62 million, which is the amount of the outstanding commitments as of that date. The Borrower is unable to make any additional drawdowns on the KeyBank Credit Facility. See Note 11 – Subsequent Events. The KeyBank Credit Facility is a term loan that has a maturity date of July 31, 2019, which may, in certain circumstances, be extended at the option of the Borrower until July 31, 2020 upon the payment of a fee equal to 25 basis points of the then-outstanding amounts under the KeyBank Credit Facility. In general, payments due under the KeyBank Credit Facility are interest-only. The amounts outstanding under the KeyBank Credit Facility bear interest generally based on the type of borrowing, which are either “ABR” or “Eurodollar” (as each term is defined in the Credit Agreement) at the Borrower’s election. Prior to October 31, 2018: (A) the loans comprising ABR borrowing bear interest at the lesser of (x) the alternate base rate (being the highest of (1) the Prime Rate, (2) the Federal Funds Effective Rate plus 0.5% or (3) one-month LIBO Rate plus 1%, with such capitalized terms being defined in the Credit Agreement) plus 175 basis points (the “ABR Basis Points”), or (y) the maximum rate that can be charged in accordance with applicable law, and (B) the loans comprising Eurodollar borrowing bear interest at the lesser of (x) the Adjusted LIBO Rate (as defined in the Credit Agreement) for a given Interest Period (as defined in the Credit Agreement) plus 275 basis points (the “Eurodollar Basis Points”), or (y) the maximum rate that can be charged in accordance with applicable law. After October 31, 2018, the ABR Basis Points is reduced to 150 basis points, and the Eurodollar Basis Points is reduced to 250 basis points. As of September 30, 2018, the applicable interest rate was approximately 5.0% which was based on the LIBOR rate plus 275 basis points. The KeyBank Credit Facility is fully recourse, jointly and severally, to the Company, the Operating Partnership, and the Borrower and is secured by cross-collateralized, first mortgage liens on the Mortgaged Properties (as defined in the Credit Agreement). The KeyBank Credit Facility may be prepaid or terminated at any time without penalty, provided, however, that the Lenders shall be indemnified for any breakage costs associated with any LIBO borrowings. The Credit Agreement also contains customary representations and warranties, covenants and events of default. Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of an event of default. The Company and the Borrower, on a consolidated basis, must at all times comply with the following financial covenants: (i) a total leverage ratio no greater than 65%; and (ii) a tangible net worth not less than the Base Amount, plus 85% of the net equity proceeds received by the Company after the effective date. The Pool of Mortgaged Properties shall at all times comply with the following covenants: (i) Maximum Pool loan to value ratio not greater than 60%; and (ii) on and after October 31, 2018, a debt service coverage ratio of not less than 1.35:1.00 (such debt service coverage ratio was previously not less than 1.20:1.00). If the Borrower does not meet certain other quarterly debt service coverage ratios, the Borrower may be required either to fund certain amounts into an account held by KeyBank, as administrative agent as additional collateral or to make certain prepayments, as set forth in the Credit Agreement. Pursuant to the terms of the guaranty (the “KeyBank Guaranty”), dated July 31, 2018, in favor of the Lenders, each of the Company and its Operating Partnership serves as a guarantor of all obligations due under the KeyBank Credit Facility. As of September 30, 2018, $17.0 million was outstanding on the KeyBank Term Loan. The following table presents the future principal payment requirements on outstanding secured debt as of September 30, 2018: 2018 $ — 2019 17,000,000 2020 and thereafter — Total payments 17,000,000 Debt issuance costs, net (405,379 ) Total $ 16,594,621 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. 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 is one-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. Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after we acquire our first real estate asset, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified. As of September 30, 2018, we had incurred total operating expenses for the 12 months then ended that exceeded the greater of 2% of our average invested assets or 25% of our net income, as defined, in the four consecutive fiscal quarters then ended by approximately $640,000 (the “Excess Expenses”). On November 5, 2018, our board of directors, including all of the independent directors, determined that there were unusual and non-recurring factors sufficient to justify the Excess Expenses, including but not limited to: (1) the amounts reflect legitimate operating expenses necessary for the operation of our business; (2) we are still in the acquisition and development stage of our operations; (3) the start-up costs associated with our operations, including the expenses associated with being a public company (such as audit and legal services, director and officer liability insurance and fees for directors), are significant and disproportionate to our average invested assets and net income; and (4) our average invested assets were low due to us owning between one and seven properties during the four fiscal quarter period. 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 of 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 1/365 th th Our Dealer Manager enters 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 will re-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 also re-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 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 other non-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 additional paid-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 the Jensen Beach property (on April 11, 2017) through September 30, 2017, our Property Manager contracted with Extra Space Storage Inc. (“Extra Space”) for Extra Space to serve as the sub-property manager for the property pursuant to a separate sub-property management agreement. As of October 1, 2017, our Property Manager terminated the sub-property management agreement, and our Property Manager now manages all of our properties directly. In connection with the termination, the property management agreement was amended and we paid Extra Space a termination fee. 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 or an affiliate has the exclusive right to offer tenant insurance to the tenants and is entitled to substantially all of the benefits of such tenant insurance. The property management agreement has a three year term and automatically renews for successive three 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 a one-time start-up fee in the amount of $3,750. All of our properties are operated under the “SmartStop® Self Storage” brand. Transfer Agent Agreement Our Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in June 2018, our Transfer Agent processes our subscription agreements and certain other forms directly, as well as provides customer service to our stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well as processing the distributions and any servicing fees with respect to our shares. Additionally, our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, is particularly suited to provide us with transfer agent and registrar services. Our Transfer Agent also conducts transfer agent and registrar services for other non-traded REITs sponsored by our Sponsor. It is the duty of our board of directors to evaluate the performance of our Transfer Agent. In connection with the engagement of our Transfer Agent, we paid a one-time initial setup fee. In addition, the other fees to be paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account fees. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it. The initial term of the Transfer Agent Agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2017 and the nine months ended September 30, 2018, as well as any related amounts payable as of December 31, 2017 and September 30, 2018: Year Ended December 31, 2017 Nine Months Ended September 30, 2018 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 283,322 $ 278,258 $ 5,064 $ 544,455 $ 476,379 $ 73,140 Asset management fees 45,471 35,876 9,595 281,273 278,820 12,048 Property management fees (1) 35,545 26,785 8,760 158,329 167,089 — Transfer Agent expenses — — — 87,251 74,516 12,735 Acquisition expenses 187,641 187,641 — 492,199 492,199 — Capitalized Acquisition expenses — — — 41,790 41,790 — Additional Paid-in Capital Selling commissions 2,212,286 2,212,286 — 3,042,157 2,967,279 74,878 Dealer Manager fees 797,508 781,825 15,683 1,049,434 1,044,493 20,624 Stockholder Servicing Fees and Dealer Manager Servicing Fees (2) 533,108 17,948 515,160 951,032 139,365 1,326,827 Offering costs 1,581,394 1,548,028 33,366 286,170 277,240 42,296 Total $ 5,676,275 $ 5,088,647 $ 587,628 $ 6,934,090 $ 5,959,170 $ 1,562,548 (1) During the nine months ended September 30, 2018 and year ended December 31, 2017, property management fees included $0 and approximately $16,000, respectively, of fees paid to the sub-property manager. (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th Tenant Insurance Joint Venture We offer a tenant insurance plan to customers at our properties pursuant to which, as of October 1, 2017, our Property Manager or an affiliate is entitled to substantially all of the net revenue attributable to the sale of tenant insurance at our properties. In order to protect the interest of the Property Manager in receiving these tenant insurance revenues in light of the fact that we control the properties and, hence, the ability of the Property Manager to receive the tenant insurance revenues, we and an affiliate of our Property Manager agreed to transfer our respective rights in such tenant insurance revenue to a newly created joint venture, Strategic Storage TI Services IV JV, LLC (the “TI Joint Venture”), a Delaware limited liability company owned 0.1% by our TRS subsidiary and 99.9% by our Property Manager’s affiliate, SmartStop TI IV, LLC (“SS TI IV”). Under the terms of the TI Joint Venture Agreement, dated March 27, 2018, our TRS will receive 0.1% of the net revenues generated from such tenant insurance and SS TI IV will receive the other 99.9% of such net revenues. The TI Joint Venture further provides, among other things, that if a member or its affiliate terminates all or substantially all of the property management agreements or defaults in its material obligations under the TI Joint Venture agreement or undergoes a change of control, as defined, (the “Triggering Member”), the other member generally shall have the right (but not the obligation) to either (i) sell all of its interest in the TI Joint Venture to the Triggering Member at fair market value (as agreed upon or as determined under an appraisal process) or (ii) purchase all of the Triggering Member’s interest in the TI Joint Venture at 95% of fair market value. Storage Auction Program Our Sponsor owns a minority interest in a company that owns 50% of an online auction 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 receives a service fee for such services. Through December 31, 2017, neither our Property Manager nor our sub-property manager utilized the Auction Company at our properties. During the three and nine months ended September 30, 2018, we paid approximately $ and approximately $1,000, respectively in fees to the Auction Company related to our properties. Our properties receive the proceeds from such online auctions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. 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. As of September 30, 2018, we have sold approximately 41,000 Class A shares, 18,000 Class T shares and 5,000 Class W shares through our distribution reinvestment plan. Share Redemption Program We adopted a share redemption program that enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption. Our board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. The complete terms of our share redemption program are described in detail in our prospectus. Until our board of directors approves an estimated net asset value per share, as published from time to time in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q and/or a Current Report on Form 8-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 are several limitations on our ability to redeem shares under the share redemption program including, but not limited to: • Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year. • During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year. • The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan. • We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests For the nine months ended September 30, 2018, we received one redemption request totaling approximately $27,000 (approximately 1,200 shares) which was included in accounts payable and accrued liabilities as of September 30, 2018, and fulfilled in October 2018. For the year ended December 31, 2017, we did not receive any requests for redemptions. Operating Partnership Redemption Rights The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as our Advisor is acting as our advisor under the Advisory Agreement. Other Contingencies From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | Note 8. Selected Quarterly Data (Unaudited) The following is a summary of quarterly financial information for the periods shown below. September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 Total revenues $ 129,427 $ 230,847 $ 358,104 $ 824,113 $ 1,565,837 Total operating expenses 389,360 804,920 952,026 1,877,012 2,394,010 Operating loss (259,933 ) (574,073 ) (593,922 ) (1,052,899 ) (828,173 ) Net loss (259,933 ) (574,073 ) (568,747 ) (956,985 ) (1,185,278 ) Net loss attributable to common stockholders (256,899 ) (570,737 ) (566,467 ) (954,195 ) (1,182,557 ) Net loss per Class A share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) Net loss per Class T share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) Net loss per Class W share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) |
Declaration of Distributions
Declaration of Distributions | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Declaration of Distributions | Note 9. Declaration of Distributions Cash Distribution Declaration On September 26, 2018, our board of directors declared a daily distribution rate for the fourth quarter of 2018 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, 2018 and ending December 31, 2018. 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. |
Potential Acquisitions
Potential Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Potential Acquisitions | Note 10. Potential Acquisitions Surprise Property On November 7, 2017 (as amended on March 14, 2018), one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a 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 $7.8 million, plus closing and acquisition costs. We expect the acquisition of the Surprise Property to close in the first half of 2019 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/or potential debt financing. If we fail to acquire the Surprise Property, in addition to the incurred acquisition costs, we may also forfeit approximately $300,000 in earnest money as a result. San Gabriel Property On January 4, 2018, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a property that is being developed into a self storage facility located in San Gabriel, California (the “San Gabriel Property”). The purchase price for the San Gabriel Property is approximately $13.5 million, plus closing and acquisition costs. We expect the acquisition of the San Gabriel Property to close in the second half of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing. If we fail to acquire the San Gabriel Property, in addition to the incurred acquisition costs, we may also forfeit approximately $200,000 in earnest money as a result. Joint Ventures with SmartCentres In January 2018, a subsidiary of our sponsor entered into two contribution agreements (“Contribution Agreements”) with a subsidiary of SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), for two tracts of land located in Brampton, Ontario (the “Brampton Land”) and Vaughan, Ontario (the “Vaughan Land,” and collectively with the Brampton Land, the “Ontario Lots”) in the Greater Toronto Area of Canada. On March 26, 2018, the subsidiary of our sponsor assigned its interest in the two Contribution Agreements to one of our subsidiaries. Upon closing of the Ontario Lots, self storage facilities will be developed on both of the Ontario Lots in a joint venture with SmartCentres. Upon closing, the Ontario Lots will each be owned by a limited partnership (the “Limited Partnerships”), in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) will each be a 50% limited partner and each have an equal ranking general partner in the Limited Partnerships. On June 6, 2018, we (through our subsidiaries) and SmartCentres (through its subsidiaries) entered into Initial Limited Partnership Agreements for each joint venture. It is intended that the Limited Partnerships develop self storage facilities on the Ontario Lots. The value of the Brampton Land and the Vaughan Land to be contributed by SmartCentres to the Limited Partnerships has an agreed upon fair market value of approximately $1.8 million CAD and $3.4 million CAD, respectively. At closing, we (through our subsidiaries) will subscribe for 50% of the units in the Brampton and Vaughan Limited Partnerships at an agreed upon subscription price of approximately $0.9 million CAD and $1.7 million CAD, respectively, representing contributions equivalent to 50% of the agreed upon fair market value of each parcel of land. We expect the acquisitions of the Brampton Land and Vaughan Land to close in the fourth quarter of 2018 and the first quarter of 2019, respectively after the land has been zoned so as to permit the self storage facilities. In some circumstances, if we fail to complete the Brampton Land and Vaughan Land acquisition, we may forfeit up to approximately $200,000 CAD and $500,000 CAD, respectively in earnest money. Escondido Property On April 16, 2018, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a property that is being developed into a self storage facility located in Escondido, California (the “Escondido Property”). The purchase price for the Escondido Property is approximately $18.0 million, plus closing and acquisition costs. We expect the acquisition of the Escondido Property to close in the second half of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing. If we fail to acquire the Escondido Property, in addition to the incurred acquisition costs, we may also forfeit $750,000 in earnest money as a result. On July 31, 2018, one of our subsidiaries made a preferred equity investment of approximately $2.5 million in the entity that is developing the Escondido Property. Such investment will be redeemed upon purchase of the completed property and has an annual preferred return of 8%, to be paid quarterly, with an additional 4% preferred return to be paid upon closing of the property. Mission Viejo Land – Termination of Purchase and Sale Agreement On July 25, 2018, a subsidiary of our Sponsor assigned its interest in a real estate contract to purchase vacant land in Mission Viejo, California (the “Mission Viejo Land’) to one of our subsidiaries. The purchase price for the Mission Viejo Land is approximately $4.3 million, plus closing and acquisition costs. On August 21, 2018, the Mission Viejo Land purchase agreement terminated according to its terms and our initial deposit of $100,000 was returned in full. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Completed Acquisitions Houston Portfolio On April 18, 2018, a subsidiary of ours entered into a purchase and sale agreement with unaffiliated third parties for the acquisition of a portfolio of seven self storage facilities located in the State of Texas (the “Houston Portfolio”). On October 10, 2018, we closed on the purchase of six of the seven self storage facilities in the Houston Portfolio. We acquired these six properties from an unaffiliated third party for a purchase price of approximately $51.5 million, plus closing costs which was funded with net proceeds from our Offering, an assumption of an existing loan with an outstanding principal balance of approximately $2.3 million and a drawdown of $40 million on the KeyBank Credit Facility. In connection with the acquisition of the property in Katy, Texas (the “Katy Property”) in the Houston Portfolio, through a special purpose entity formed to acquire and hold the Katy Property, we assumed an approximately $2.3 million loan from John Hancock Life Insurance Company (U.S.A) (the “Katy Loan”), which is secured by a deed of trust on the Katy Property. The Katy Loan has a fixed annual interest rate of approximately 6.4% and matures on September 1, 2031. In connection with the closing of the six self storage facilities acquired in the Houston Portfolio, described above, we added the five unencumbered properties from the Houston Portfolio, as well as our property located in Naples, Florida that we acquired on August 1, 2018, to the Pool of Mortgaged Properties, which allowed us to draw an additional $40 million under the KeyBank Credit Facility. On November 6, 2018, we closed on the purchase of the seventh property in the Houston Portfolio located in the State of Texas (the “Queenston Property”). We acquired the Queenston Property from an unaffiliated third party for a purchase price of approximately $7 million, plus closing costs which was funded with net proceeds from our Offering and a drawdown on the KeyBank Credit Facility. Potential Acquisitions Plant City Property On November 8, 2018, 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 Plant City, Florida (the “Plant City Property”). The purchase price for the Plant City Property is approximately $14.5 million, plus closing and acquisition costs. We expect the acquisition of the Plant City Property to close in the first quarter of 2019. We expect to fund such acquisition with a combination of net proceeds from our Offering and/or potential debt financing. If we fail to acquire the Plant City Property, we may also forfeit approximately $200,000 in earnest money as a result. Offering Status As of November 2, 2018, in connection with our Private Offering Transaction and Offering we have issued approximately 2,741,000 Class A shares for gross offering proceeds of approximately $66.8 million, approximately 1,370,000 Class T shares for gross offering proceeds of approximately $33.1 million and approximately 317,000 Class W shares for gross offering proceeds of approximately $7.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation Considerations | Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of December 31, 2017, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our Operating Partnership. As of September 30, 2018, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than three joint ventures and one preferred equity investment, which are all accounted for under the equity method of accounting. Please see Notes 3 and 10. Other than the entities noted above, we do not currently have any relationships with unconsolidated entities or financial partnerships. Under the equity method, our investments will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments. |
Noncontrolling Interest in Consolidated Entities | Noncontrolling Interest in Consolidated Entities We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative 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 | Cash and Cash Equivalents We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents. We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through major financial institutions. |
Real Estate Purchase Price Allocation | Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs, as of the acquisition date. The value of the tangible assets, consisting of land and buildings, is determined as if vacant . Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $2.8 million and $600,000 in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 2018 and the year ended December 31, 2017, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 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. We adopted this ASU on January 1, 2018. We expect that acquisitions of real estate or in-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. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the nine months ended September 30, 2018, we acquired five properties that did not meet the revised definition of a business, and we capitalized approximately $184,000 During the three and nine months ended September 30, 2018, we expensed approximately $340,000 and $1.1 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. |
Evaluation of Possible Impairment of Long-Lived Assets | Evaluation of Possible Impairment of Long-Lived Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the nine months ended September 30, 2018 and 2017, no impairment losses were recognized. |
Revenue Recognition | Revenue Recognition Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and contractually due but unpaid rent is included in other assets. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. |
Real Estate Facilities | Real Estate Facilities Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. |
Depreciation of Real Property Assets | Depreciation of Real Property Assets Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives Description Standard Depreciable Life Land Not Depreciated Buildings 35 years Site Improvements 7 -10 years |
Depreciation of Personal Property Assets | Depreciation of Personal Property Assets Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets. |
Foreign Currency Translation | Foreign Currency Translation For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense). |
Intangible Assets | Intangible Assets We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2018, the gross amounts allocated to in-place lease intangibles was approximately $3.4 million and accumulated amortization of in-place lease intangibles totaled approximately $1.0 million. As of December 31, 2017, the gross amounts allocated to in-place lease intangibles were approximately $600,000 and accumulated amortization of in-place lease intangibles totaled approximately $150,000. The total estimated future amortization expense of intangible assets for the years ending December 31, 2018, 2019 and 2020, is approximately $0.5 million, $1.8 million and $0.1 million, respectively, and none for the years thereafter. |
Debt Issuance Costs | Debt Issuance Costs The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the consolidated balance sheets as a reduction of the related debt (see Note 5). Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of September 30, 2018 and December 31, 2017, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.2 million and none, respectively. |
Organization and Offering Costs | Organization and Offering Costs Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor 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, 2018 and December 31, 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 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 additional paid-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 of 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 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 enters 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 will re-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 also re-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 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 other non-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 additional paid-in capital at the time of sale of the Class T and Class W shares as an offering cost. |
Redeemable Common Stock | Redeemable Common Stock We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances. We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program 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, 2018, we received one redemption request totaling approximately $27,000 (approximately 1,200 shares) which was included in accounts payable and accrued liabilities as of September 30, 2018, and fulfilled in October 2018. For the year ended December 31, 2017, we did not receive any requests for redemptions. |
Accounting for Equity Awards | Accounting for Equity Awards The cost of restricted stock is required to be measured based on the grant date fair value and the cost recognized over the relevant service period. |
Fair Value Measurements | Fair Value Measurements Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring 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 and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets. Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs. The carrying amounts of cash and cash equivalents, tenant account receivables, other assets, variable – rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. We had no assets or liabilities that required fair value measurement on a recurring basis as of September 30, 2018 and December 31, 2017. |
Income Taxes | Income Taxes We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2017. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes. Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income. We filed elections to treat our TRS as a taxable REIT subsidiary. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities. |
Per Share Data | Per Share Data 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 is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestricted stock was not included in the diluted weighted average shares as such shares were antidilutive. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU was applied using the modified retrospective approach. We have determined that our self storage rental revenues are not subject to the guidance in ASU 2014-09, as they qualify as lease contracts, which are excluded from its scope. We adopted this ASU on January 1, 2018 and its adoption did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 amends the guidance on accounting for leases. Under ASU 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) a right-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. Under ASU 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 from month-to-month leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives used to Depreciate Real Property Assets | Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives Description Standard Depreciable Life Land Not Depreciated Buildings 35 years Site Improvements 7 -10 years |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the nine months ended September 30, 2018: Real estate facilities Balance at December 31, 2017 $ 12,339,539 Facility acquisitions 67,058,875 Improvements and additions 175,453 Balance at September 30, 2018 $ 79,573,867 Accumulated depreciation Balance at December 31, 2017 $ (138,219 ) Depreciation expense (769,841 ) Balance at September 30, 2018 $ (908,060 ) |
Schedule Of Asset Acquisitions By Acquisition | The following table summarizes the purchase price allocation for our acquisitions during the nine months ended September 30, 2018: Property Acquisition Date Real Estate Assets Intangibles Total (1) 2018 Revenue (2) 2018 Property Operating Income (2) (3) Riverside - CA 3/27/18 $ 6,583,372 $ 281,736 $ 6,865,108 $ 332,410 $ 170,548 Las Vegas I -NV 4/05/18 8,841,728 346,682 9,188,410 359,339 233,202 Puyallup -WA 5/22/18 12,958,853 672,423 13,631,276 446,031 307,101 Las Vegas II - NV 7/18/18 12,353,623 501,662 12,855,285 201,294 146,294 Naples - FL 8/01/18 26,321,299 972,211 27,293,510 319,163 254,793 $ 67,058,875 $ 2,774,714 $ 69,833,589 $ 1,658,237 $ 1,111,938 (1) The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the transaction, including capitalized acquisition costs. (2) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition dates. (3) Property operating income excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses. |
Pro Forma Financial Informati_2
Pro Forma Financial Information (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Acquisition Pro Forma Information [Abstract] | |
Summary of Consolidated Results of Operations on Pro Forma Basis | The table set forth below summarizes, on a pro forma basis, the results of operations of the Company for the nine months ended September 30, 2018 and 2017. Such presentation reflects the Company’s acquisitions that occurred during 2018 and 2017, which met the GAAP definition of a business in effect at that time, as if the acquisitions had occurred as of January 1, 2017 and June 1, 2016 (inception), respectively. As the Company’s acquisitions that were completed during the nine months ended September 30, 2018 did not meet the revised definition of a business, no adjustments for these acquisitions have been reflected in the pro forma information below. This pro forma information does not purport to represent what the actual consolidated results of operations of the Company would have been for the periods indicated, nor does it purport to predict the results of operations for future periods. For the Nine Months Ended September 30, 2018 September 30, 2017 Pro forma revenue $ 2,748,054 $ 929,750 Pro forma operating expenses (4,923,918 ) (1,677,073 ) Pro forma net loss attributable to common stockholders (2,404,948 ) (733,336 ) |
Secured Debt (Table)
Secured Debt (Table) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Debt Future Principal Payments | The following table presents the future principal payment requirements on outstanding secured debt as of September 30, 2018: 2018 $ — 2019 17,000,000 2020 and thereafter — Total payments 17,000,000 Debt issuance costs, net (405,379 ) Total $ 16,594,621 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Costs | Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2017 and the nine months ended September 30, 2018, as well as any related amounts payable as of December 31, 2017 and September 30, 2018: Year Ended December 31, 2017 Nine Months Ended September 30, 2018 Incurred Paid Payable Incurred Paid Payable Expensed Operating expenses (including organizational costs) $ 283,322 $ 278,258 $ 5,064 $ 544,455 $ 476,379 $ 73,140 Asset management fees 45,471 35,876 9,595 281,273 278,820 12,048 Property management fees (1) 35,545 26,785 8,760 158,329 167,089 — Transfer Agent expenses — — — 87,251 74,516 12,735 Acquisition expenses 187,641 187,641 — 492,199 492,199 — Capitalized Acquisition expenses — — — 41,790 41,790 — Additional Paid-in Capital Selling commissions 2,212,286 2,212,286 — 3,042,157 2,967,279 74,878 Dealer Manager fees 797,508 781,825 15,683 1,049,434 1,044,493 20,624 Stockholder Servicing Fees and Dealer Manager Servicing Fees (2) 533,108 17,948 515,160 951,032 139,365 1,326,827 Offering costs 1,581,394 1,548,028 33,366 286,170 277,240 42,296 Total $ 5,676,275 $ 5,088,647 $ 587,628 $ 6,934,090 $ 5,959,170 $ 1,562,548 (1) During the nine months ended September 30, 2018 and year ended December 31, 2017, property management fees included $0 and approximately $16,000, respectively, of fees paid to the sub-property manager. (2) We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly financial information for the periods shown below. September 30, 2017 December 31, 2017 March 31, 2018 June 30, 2018 September 30, 2018 Total revenues $ 129,427 $ 230,847 $ 358,104 $ 824,113 $ 1,565,837 Total operating expenses 389,360 804,920 952,026 1,877,012 2,394,010 Operating loss (259,933 ) (574,073 ) (593,922 ) (1,052,899 ) (828,173 ) Net loss (259,933 ) (574,073 ) (568,747 ) (956,985 ) (1,185,278 ) Net loss attributable to common stockholders (256,899 ) (570,737 ) (566,467 ) (954,195 ) (1,182,557 ) Net loss per Class A share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) Net loss per Class T share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) Net loss per Class W share- basic and diluted (0.35 ) (0.40 ) (0.26 ) (0.32 ) (0.31 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) | Feb. 10, 2017 | Jan. 25, 2017USD ($)shares | Jun. 15, 2016USD ($)shares | Sep. 30, 2018USD ($)EmployeePropertyState$ / sharesshares | Dec. 31, 2017$ / sharesshares | Jan. 17, 2017$ / sharesshares | Jun. 01, 2016$ / sharesshares |
Organization And Nature Of Operations [Line Items] | |||||||
Date of formation of company | Jun. 1, 2016 | ||||||
Number of employees | Employee | 0 | ||||||
Common Stock, shares authorized | 700,000,000 | 30,000 | |||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Preferred Stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Shares issuable pursuant to distribution reinvestment plan | $ | $ 95,000,000 | ||||||
Investments in Majority-owned Subsidiaries | Affiliate | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Percentage owned by affiliates | 2.50% | ||||||
California, Florida And Texas | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of properties purchased | Property | 7 | ||||||
Number of states | State | 5 | ||||||
Primary Offering | Maximum | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Common stock, value authorized | $ | $ 1,000,000,000 | ||||||
Class A Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Common Stock, shares authorized | 315,000,000 | 315,000,000 | 315,000,000 | ||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Class A Common Stock | Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of common stock issued | 360,577 | 1,336,051 | |||||
Gross proceeds from issuance of common stock | $ | $ 7,500,000 | ||||||
Common Stock, shares outstanding | 2,628,095 | 1,253,576 | |||||
Class A Common Stock | Pubic Offering | Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of common stock issued | 2,264,000 | ||||||
Gross proceeds from issuance of common stock | $ | $ 56,400,000 | ||||||
Class T Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Common Stock, shares authorized | 315,000,000 | 315,000,000 | 315,000,000 | ||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Class T Common Stock | Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of common stock issued | 811,623 | ||||||
Gross proceeds from issuance of common stock | $ | $ 30,400,000 | ||||||
Common Stock, shares outstanding | 1,254,073 | 426,228 | |||||
Class W Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Common Stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | ||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Class W Common Stock | Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of common stock issued | 176,581 | ||||||
Gross proceeds from issuance of common stock | $ | $ 6,600,000 | ||||||
Common Stock, shares outstanding | 291,296 | 110,646 | |||||
Strategic Storage Advisor IV, LLC | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Sale of common shares to advisor | $ | $ 1,000 | ||||||
Strategic Storage Advisor IV, LLC | Class A Common Stock | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Number of shares sold to advisor | 44 | ||||||
Strategic Storage Operating Partnership IV, L.P. | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Date of formation of company | Jun. 2, 2016 | ||||||
Advisor purchased a limited partnership interest in Operating Partnership | $ | $ 200,000 | ||||||
Advisor purchased a limited partnership interest in Operating Partnership, number of partnership units | 8,889 | ||||||
Initial capital contribution | $ | $ 1,000 | ||||||
Percentage of common units owned by advisor | 0.20% | ||||||
Percentage of common units of limited partnership interests of Operating Partnership owned | 99.80% | ||||||
SmartStop Asset Management | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Percentage of economic interest owned by sponsor | 97.50% | ||||||
Percentage of voting membership interests owned by sponsor | 100.00% | ||||||
Percentage of Property Management owned by sponsor | 100.00% | ||||||
Percentage of non-voting equity interest | 15.00% | ||||||
Transfer Agent | |||||||
Organization And Nature Of Operations [Line Items] | |||||||
Percentage of membership interest owned by sponsor | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($)Contract | Sep. 30, 2018USD ($)PropertyContractshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)Contractshares | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of contracts deemed to be in VIEs | Contract | 0 | 0 | 0 | |
Payments to acquire intangible assets | $ 2,800,000 | $ 600,000 | ||
Business acquisition, transaction costs | $ 340,000 | 1,100,000 | ||
Impairment losses recognized | 0 | $ 0 | ||
Gross amounts of lease intangibles | 3,400,000 | 3,400,000 | 600,000 | |
Accumulated amortization of lease intangibles | 1,000,000 | 1,000,000 | 150,000 | |
Total estimated future amortization expense of intangible assets, year 2018 | 500,000 | 500,000 | ||
Total estimated future amortization expense of intangible assets, year 2019 | 1,800,000 | 1,800,000 | ||
Total estimated future amortization expense of intangible assets, year 2019 | 100,000 | 100,000 | ||
Total estimated future amortization expense of intangible assets, after year 2019 | 0 | 0 | ||
Accumulated amortization of debt issuance costs | 200,000 | $ 200,000 | 0 | |
Maximum period for reimbursement of offering cost | 60 days | |||
Maximum offering cost rate | 3.50% | |||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | |||
Fair Value, Measurements, Recurring | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Assets that required fair value measurement on a recurring basis | 0 | $ 0 | 0 | |
Liabilities that required fair value measurement on a recurring basis | $ 0 | $ 0 | $ 0 | |
Distribution | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Share issued under distribution reinvestment plan | shares | 0 | |||
Shares issued under distribution reinvestment plan | shares | 0 | |||
Amount issued under distribution reinvestment plan | $ 0 | |||
Distribution | Accounts Payable and Accrued Liabilities | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Share issued under distribution reinvestment plan | shares | 1,200 | |||
Shares issued under distribution reinvestment plan | shares | 1,200 | |||
Amount issued under distribution reinvestment plan | $ 27,000 | |||
Private Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Underwriting compensation | 10.00% | |||
Maximum percentage other non-accountable expenses | 3.00% | |||
Class W Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of offering cost without reimbursement | 1.15% | |||
Class W Common Stock | Private Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Maximum dealer manager servicing fee percentage of proceeds from Primary Offering | 9.00% | |||
Class W Common Stock | Dealer Manager Servicing Fees | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Monthly servicing fee accrual description | Accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share | |||
Class A Common Stock | Dealer Manager | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Maximum sale commission fees percentage of proceed from Primary Offering | 6.00% | |||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||
Class A Common Stock | Private Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Class T Common Stock | Dealer Manager | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Maximum sale commission fees percentage of proceed from Primary Offering | 3.00% | |||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||
Class T Common Stock | Private Offering Dealer Manager Agreement | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Class T Common Stock | Stockholder Servicing Fees | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Monthly servicing fee accrual description | Accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |||
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 5 years | |||
ASU 2017-01 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of properties not deemed a business acquisition | Property | 5 | |||
Asset acquisition, capitalized transaction related costs | $ 184,000 |
Estimated Useful Lives Used to
Estimated Useful Lives Used to Depreciate Real Property Assets (Detail) | 9 Months Ended |
Sep. 30, 2018 | |
Land | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | Not Depreciated |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 35 years |
Site Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 7 years |
Site Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Standard Depreciable Life | 10 years |
Real Estate Facilities - Summar
Real Estate Facilities - Summary of Activity in Real Estate Facilities (Detail) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 12,339,539 |
Facility acquisitions | 67,058,875 |
Improvements and additions | 175,453 |
Real estate facilities, ending balance | 79,573,867 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (138,219) |
Depreciation expense | (769,841) |
Accumulated depreciation, ending balance | $ (908,060) |
Real Estate Facilities - Summ_2
Real Estate Facilities - Summary of Purchase Price Allocations for Acquisitions (Detail) | 9 Months Ended | |
Sep. 30, 2018USD ($) | ||
Asset Acquisition [Line Items] | ||
Real Estate Assets | $ 67,058,875 | |
Intangibles | 2,774,714 | |
Total | 69,833,589 | [1] |
Revenue | 1,658,237 | [2] |
Property Operating Income | $ 1,111,938 | [2],[3] |
CA | Riverside | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Mar. 27, 2018 | |
Real Estate Assets | $ 6,583,372 | |
Intangibles | 281,736 | |
Total | 6,865,108 | [1] |
Revenue | 332,410 | [2] |
Property Operating Income | $ 170,548 | [2],[3] |
NV | Las Vegas I | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Apr. 5, 2018 | |
Real Estate Assets | $ 8,841,728 | |
Intangibles | 346,682 | |
Total | 9,188,410 | [1] |
Revenue | 359,339 | [2] |
Property Operating Income | $ 233,202 | [2],[3] |
NV | Las Vegas II | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Jul. 18, 2018 | |
Real Estate Assets | $ 12,353,623 | |
Intangibles | 501,662 | |
Total | 12,855,285 | [1] |
Revenue | 201,294 | [2] |
Property Operating Income | $ 146,294 | [2],[3] |
WA | Puyallup | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | May 22, 2018 | |
Real Estate Assets | $ 12,958,853 | |
Intangibles | 672,423 | |
Total | 13,631,276 | [1] |
Revenue | 446,031 | [2] |
Property Operating Income | $ 307,101 | [2],[3] |
FL | Naples | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Aug. 1, 2018 | |
Real Estate Assets | $ 26,321,299 | |
Intangibles | 972,211 | |
Total | 27,293,510 | [1] |
Revenue | 319,163 | [2] |
Property Operating Income | $ 254,793 | [2],[3] |
[1] | The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cash paid for the transaction, including capitalized acquisition costs. | |
[2] | The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition dates. | |
[3] | Property operating income excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses. |
Real Estate Facilities - Additi
Real Estate Facilities - Additional Information (Detail) - Oshawa Land [Member] - Smart Centres [Member] | Sep. 19, 2018CAD ($) |
Asset Acquisition [Line Items] | |
Percentage owned by general partner in the Limited Partnership | 50.00% |
Percentage of units to be subscribed at closing in limited partnership | 50.00% |
Subscription price of units in limited partnership | $ 750,000 |
Subscription price as percentage of agreed upon fair market value of land to be contributed to the limited partnership | 50.00% |
Fair market value of the land contributed to the Limited Partnership | $ 1,500,000 |
Pro Forma Financial Informati_3
Pro Forma Financial Information (Unaudited) - Summary of Consolidated Results of Operations on Pro Forma Basis (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 2,748,054 | $ 929,750 |
Pro forma operating expenses | (4,923,918) | (1,677,073) |
Pro forma net loss attributable to common stockholders | $ (2,404,948) | $ (733,336) |
Pro Forma Financial Informati_4
Pro Forma Financial Information (Unaudited) - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Pro forma acquisition related expenses | $ 0 | $ 38,000 |
Secured Debt - Additional Infor
Secured Debt - Additional Information (Details) $ in Millions | Oct. 30, 2018USD ($) | Oct. 10, 2018USD ($) | Jul. 31, 2018USD ($)SpecialEntity | Sep. 30, 2018USD ($) | Oct. 31, 2018USD ($) |
Subsequent Event | |||||
Line Of Credit Facility [Line Items] | |||||
Term loan maturity date | Sep. 1, 2031 | ||||
Key Bank Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Number of Special Purpose Entities | SpecialEntity | 6 | ||||
Line of credit facility, maximum borrowing capacity | $ 70 | ||||
Line of credit facility, amount borrowed | $ 17 | ||||
Term loan maturity date | Jul. 31, 2019 | ||||
Probable extended term loan maturity date | Jul. 31, 2020 | ||||
Extension fee payable, as percentage of then outstanding term loan amount | 0.25% | ||||
Credit agreement description | Prior to October 31, 2018: (A) the loans comprising ABR borrowing bear interest at the lesser of (x) the alternate base rate (being the highest of (1) the Prime Rate, (2) the Federal Funds Effective Rate plus 0.5% or (3) one-month LIBO Rate plus 1%, with such capitalized terms being defined in the Credit Agreement) plus 175 basis points (the “ABR Basis Points”), or (y) the maximum rate that can be charged in accordance with applicable law, and (B) the loans comprising Eurodollar borrowing bear interest at the lesser of (x) the Adjusted LIBO Rate (as defined in the Credit Agreement) for a given Interest Period (as defined in the Credit Agreement) plus 275 basis points (the “Eurodollar Basis Points”), or (y) the maximum rate that can be charged in accordance with applicable law. After October 31, 2018, the ABR Basis Points is reduced to 150 basis points, and the Eurodollar Basis Points is reduced to 250 basis points. As of September 30, 2018, the applicable interest rate was approximately 5.0% which was based on the LIBOR rate plus 275 basis points. | ||||
Percentage of net equity proceeds received after effective date | 85.00% | ||||
Outstanding loan amount | $ 17 | ||||
Key Bank Credit Facility | Maximum | |||||
Line Of Credit Facility [Line Items] | |||||
Debt service leverage ratio | 65.00% | ||||
Percentage of pool value of mortgaged properties | 60.00% | ||||
Key Bank Credit Facility | Minimum | Prior to October 31, 2018 | |||||
Line Of Credit Facility [Line Items] | |||||
Debt Service Coverage Ratio | 1.20 | ||||
Key Bank Credit Facility | Minimum | After October 31, 2018 | |||||
Line Of Credit Facility [Line Items] | |||||
Debt Service Coverage Ratio | 1.35 | ||||
Key Bank Credit Facility | One Month Libor Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Applicable interest rate | 5.00% | ||||
Key Bank Credit Facility | ABR Basis Point | |||||
Line Of Credit Facility [Line Items] | |||||
Reduction in basis points | 1.50% | ||||
Key Bank Credit Facility | Euro Dollar Basis Points | |||||
Line Of Credit Facility [Line Items] | |||||
Reduction in basis points | 2.50% | ||||
Key Bank Credit Facility | A B R Borrowing | Federal Funds Effective Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Key Bank Credit Facility | A B R Borrowing | One Month Libor Rate | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Key Bank Credit Facility | A B R Borrowing | ABR Basis Point | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Key Bank Credit Facility | Eurodollar Borrowing | LIBOR Rate Adjustment | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.75% | ||||
Key Bank Credit Facility | Subsequent Event | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 62 | ||||
Line of credit additional borrowing capacity | $ 5 | ||||
Key Bank Credit Facility | Houston Portfolio Acquisition | Subsequent Event | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, amount borrowed | $ 40 |
Secured Debt - Schedule of Secu
Secured Debt - Schedule of Secured Debt Future Principal Payments (Details) | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 17,000,000 |
Total payments | 17,000,000 |
Debt issuance costs, net | (405,379) |
Total | $ 16,594,621 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Mar. 27, 2018 | Oct. 01, 2017 | Sep. 30, 2018USD ($)Employee | Sep. 30, 2018USD ($)Employee |
Related Party Transaction [Line Items] | ||||
Maximum period for reimbursement of offering cost | 60 days | |||
Maximum offering cost rate | 3.50% | |||
Number of employees | Employee | 0 | 0 | ||
Tenant Insurance Joint Venture | ||||
Related Party Transaction [Line Items] | ||||
Threshold percentage to purchase triggering member ownership interest in joint venture at fair market value | 95.00% | |||
Tenant Insurance Joint Venture | TRS subsidiary | ||||
Related Party Transaction [Line Items] | ||||
Percentage of ownership interest in joint venture | 0.10% | |||
Percentage of net revenue generated from tenant insurance to be received under terms of joint venture agreement | 0.10% | |||
Private Offering Dealer Manager Agreement | ||||
Related Party Transaction [Line Items] | ||||
Underwriting compensation | 10.00% | |||
Maximum percentage other non-accountable expenses | 3.00% | |||
Class W Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Percentage of offering cost without reimbursement | 1.15% | |||
Class W Common Stock | Dealer Manager Servicing Fees | ||||
Related Party Transaction [Line Items] | ||||
Monthly stockholder servicing fee accrual description | Accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share | |||
Monthly serving fee payable and accrues daily percentage | 0.50% | |||
Class W Common Stock | Private Offering Dealer Manager Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Maximum dealer manager servicing fee percentage of proceeds from Primary Offering | 9.00% | |||
Class A Common Stock | Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Maximum sale commission fees percentage of proceed from Primary Offering | 6.00% | |||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||
Class A Common Stock | Private Offering Dealer Manager Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Class T Common Stock | Dealer Manager | ||||
Related Party Transaction [Line Items] | ||||
Maximum sale commission fees percentage of proceed from Primary Offering | 3.00% | |||
Maximum dealer manager commission fee percentage of proceeds from Primary Offering | 3.00% | |||
Class T Common Stock | Stockholder Servicing Fees | ||||
Related Party Transaction [Line Items] | ||||
Monthly stockholder servicing fee accrual description | Accrues daily in an amount equal to 1/365th of 1% of the purchase price per share | |||
Monthly serving fee payable and accrues daily percentage | 1.00% | |||
Class T Common Stock | Private Offering Dealer Manager Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percentage of gross proceeds from sale of shares | 10.00% | |||
Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Maximum period for reimbursement of offering cost | 60 days | |||
Maximum offering cost rate | 3.50% | |||
Gross proceeds from Public Offering, threshold percentage of expenses for reimbursement | 15.00% | 15.00% | ||
Monthly asset management fee | 0.0833% | |||
Monthly asset management fee one twelfth of less than one percentage of asset value payable | One-twelfth of 1% | |||
Operating expenses reimbursement percentage of average investment in assets | 2.00% | |||
Operating expenses reimbursement percentage of net income | 25.00% | |||
Operating expenses exceed limitation | 12 months | |||
Maximum days for disclosure fact | 60 days | |||
Operating expenses that exceeded the greater of 2% of our average invested assets or 25% of our net income | $ 640,000 | |||
Percentage of non-voting equity interest | 15.00% | |||
Percentage owned by affiliates | 2.50% | |||
Advisory Agreement | Class W Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Percentage of offering cost without reimbursement | 1.15% | |||
Sub Property Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Sub property management termination date | Oct. 1, 2017 | |||
Amended Property Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percentage of fee of Property Manager | 6.00% | |||
Property management agreement termination description | The property management agreement has a three year term and automatically renews for successive three 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 a one-time start-up fee in the amount of $3,750. | |||
Term of property management agreement | 3 years | |||
Renewal term of property management agreement | 3 years | |||
Notice period for property management agreement by property manager | 60 days | |||
Period of prior written notice for termination of property management agreement | 90 days | |||
Percentage of construction management fee | 5.00% | |||
Construction management fees for excess of capital improvement work | $ 10,000 | |||
Property manager one-time start-up fees | 3,750 | |||
Amended Property Management Agreement | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Property Manager receives fee for services | $ 3,000 | |||
Transfer Agent Agreement | ||||
Related Party Transaction [Line Items] | ||||
Term of property management agreement | 3 years | |||
Renewal term of property management agreement | 1 year | |||
Period of prior written notice for termination of property management agreement | 90 days | |||
SmartStop TI IV, LLC | Tenant Insurance Joint Venture | ||||
Related Party Transaction [Line Items] | ||||
Percentage of ownership interest in joint venture | 99.90% | |||
Percentage of net revenue generated from tenant insurance to be received under terms of joint venture agreement | 99.90% | |||
Storage Auction Program | ||||
Related Party Transaction [Line Items] | ||||
Auction fees | $ 800 | $ 1,000 | ||
Ownership Percentage | 50.00% | 50.00% |
Summary of Related Party Costs
Summary of Related Party Costs (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 6,934,090 | $ 5,676,275 | |
Related party costs, Paid | 5,959,170 | 5,088,647 | |
Related party costs, Payable | 1,562,548 | 587,628 | |
Operating Expenses (Including Organizational Costs) | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 544,455 | 283,322 | |
Related party costs, Paid | 476,379 | 278,258 | |
Related party costs, Payable | 73,140 | 5,064 | |
Asset Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 281,273 | 45,471 | |
Related party costs, Paid | 278,820 | 35,876 | |
Related party costs, Payable | 12,048 | 9,595 | |
Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [1] | 158,329 | 35,545 |
Related party costs, Paid | [1] | 167,089 | 26,785 |
Related party costs, Payable | [1] | 8,760 | |
Transfer Agent Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 87,251 | ||
Related party costs, Paid | 74,516 | ||
Related party costs, Payable | 12,735 | ||
Acquisition Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 492,199 | 187,641 | |
Related party costs, Paid | 492,199 | 187,641 | |
Selling Commissions | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 3,042,157 | 2,212,286 | |
Related party costs, Paid | 2,967,279 | 2,212,286 | |
Related party costs, Payable | 74,878 | ||
Capitalized Acquisition Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 41,790 | ||
Related party costs, Paid | 41,790 | ||
Dealer Manager Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,049,434 | 797,508 | |
Related party costs, Paid | 1,044,493 | 781,825 | |
Related party costs, Payable | 20,624 | 15,683 | |
Stockholder Servicing Fees and Dealer Manager Servicing Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [2] | 951,032 | 533,108 |
Related party costs, Paid | [2] | 139,365 | 17,948 |
Related party costs, Payable | [2] | 1,326,827 | 515,160 |
Offering Costs | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 286,170 | 1,581,394 | |
Related party costs, Paid | 277,240 | 1,548,028 | |
Related party costs, Payable | $ 42,296 | $ 33,366 | |
[1] | During the nine months ended September 30, 2018 and year ended December 31, 2017, property management fees included $0 and approximately $16,000, respectively, of fees paid to the sub-property manager. | ||
[2] | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares and an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W Shares sold in the Primary Offering. |
Summary of Related Party Cost_2
Summary of Related Party Costs (Parenthetical) (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Paid | $ 5,959,170 | $ 5,088,647 | |
Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Paid | [1] | 167,089 | 26,785 |
Property Management Fees | Sub Property Manager | |||
Related Party Transaction [Line Items] | |||
Related party costs, Paid | 0 | 16,000 | |
Stockholder Servicing Fees and Dealer Manager Servicing Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Paid | [2] | $ 139,365 | $ 17,948 |
Stockholder Servicing Fees and Dealer Manager Servicing Fees | Class T Common Stock | |||
Related Party Transaction [Line Items] | |||
Monthly stockholder servicing fee accrual description | 1/365th of 1% of the purchase price per share | ||
Monthly serving fee payable and accrues daily percentage | 1.00% | ||
Stockholder Servicing Fees and Dealer Manager Servicing Fees | Class W Common Stock | |||
Related Party Transaction [Line Items] | |||
Monthly serving fee payable and accrues daily percentage | 0.50% | ||
Monthly stockholder servicing fee accrual description | 1/365th of 0.5% of the purchase price per share | ||
[1] | During the nine months ended September 30, 2018 and year ended December 31, 2017, property management fees included $0 and approximately $16,000, respectively, of fees paid to the sub-property manager. | ||
[2] | We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares and an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W Shares sold in the Primary Offering. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Class A Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Purchase price per share | $ 23.75 | |
Class T Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Purchase price per share | 23 | |
Class W Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Purchase price per share | $ 22.75 | |
Distribution Reinvestment Plan | ||
Commitments And Contingencies [Line Items] | ||
Sales commission or dealer manager fee payable | $ 0 | |
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | |
Distribution Reinvestment Plan | Class A Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Issuance of shares for distribution reinvestment plan (in shares) | 41,000 | |
Distribution Reinvestment Plan | Class T Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Issuance of shares for distribution reinvestment plan (in shares) | 18,000 | |
Distribution Reinvestment Plan | Class W Common Stock | ||
Commitments And Contingencies [Line Items] | ||
Issuance of shares for distribution reinvestment plan (in shares) | 5,000 | |
Share Redemption Program | ||
Commitments And Contingencies [Line Items] | ||
Amendment, suspension or termination period of share | 30 days | |
Maximum weighted average number of shares outstanding percentage | 5.00% | |
Share issued | 0 | |
Shares issued under distribution reinvestment plan | 0 | |
Amount issued under distribution reinvestment plan | $ 27,000 | $ 0 |
Share issued on one redemption request | 1,200 | |
Share Redemption Program | Minimum | ||
Commitments And Contingencies [Line Items] | ||
Shareholders share holding period | 1 year | |
Operating Partnership Redemption Rights | ||
Commitments And Contingencies [Line Items] | ||
Number of shares issuable upon conversion of partnership units | 1 | |
Requisite minimum outstanding period for conversion eligibility | 1 year |
Selected Quarterly Data (Unau_3
Selected Quarterly Data (Unaudited) - Summary of Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Total revenues | $ 1,565,837 | $ 824,113 | $ 358,104 | $ 230,847 | $ 129,427 | $ 2,748,054 | $ 244,557 |
Total operating expenses | 2,394,010 | 1,877,012 | 952,026 | 804,920 | 389,360 | 5,223,048 | 917,164 |
Operating loss | (828,173) | (1,052,899) | (593,922) | (574,073) | (259,933) | (2,474,994) | (672,607) |
Net loss | (1,185,278) | (956,985) | (568,747) | (574,073) | (259,933) | (2,711,010) | (672,607) |
Net loss attributable to common stockholders | $ (1,182,557) | $ (954,195) | $ (566,467) | $ (570,737) | $ (256,899) | $ (2,703,219) | $ (660,018) |
Class A Common Stock | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Net loss per share-basic and diluted | $ (0.31) | $ (0.32) | $ (0.26) | $ (0.40) | $ (0.35) | $ (0.90) | $ (1.43) |
Class T Common Stock | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Net loss per share-basic and diluted | (0.31) | (0.32) | (0.26) | (0.40) | (0.35) | (0.90) | (1.43) |
Class W Common Stock | |||||||
Schedule Of Quarterly Financial Information [Line Items] | |||||||
Net loss per share-basic and diluted | $ (0.31) | $ (0.32) | $ (0.26) | $ (0.40) | $ (0.35) | $ (0.90) | $ (1.43) |
Declaration of Distributions -
Declaration of Distributions - Additional Information (Detail) | Sep. 26, 2018$ / shares |
Class A Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.004281 |
Common stock daily distribution declared date | Sep. 26, 2018 |
Cash distribution record date start | Oct. 1, 2018 |
Cash distribution record date end | Dec. 31, 2018 |
Class T Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.004281 |
Common stock daily distribution declared date | Sep. 26, 2018 |
Cash distribution record date start | Oct. 1, 2018 |
Cash distribution record date end | Dec. 31, 2018 |
Class T Common Stock | Stockholder Servicing Fee | |
Schedule Of Stockholders Equity [Line Items] | |
Class T shares, net of stockholder servicing fee | $ 0.003618 |
Class W Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.004281 |
Common stock daily distribution declared date | Sep. 26, 2018 |
Cash distribution record date start | Oct. 1, 2018 |
Cash distribution record date end | Dec. 31, 2018 |
Class W Common Stock | Dealer Manager Servicing Fee | |
Schedule Of Stockholders Equity [Line Items] | |
Class W shares, net of dealer manager servicing fee | $ 0.003969 |
Potential Acquisitions - Additi
Potential Acquisitions - Additional Information (Detail) | Jul. 25, 2018USD ($) | Jun. 06, 2018CAD ($) | Apr. 16, 2018USD ($) | Jan. 04, 2018USD ($) | Nov. 07, 2017USD ($) | Jan. 31, 2018ContributionAgreementTractsofLand | Sep. 30, 2018USD ($) | Aug. 21, 2018USD ($) |
SmartCentres | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of contribution agreements entered by subsidiary of sponsor | ContributionAgreement | 2 | |||||||
Number of tracts of land | TractsofLand | 2 | |||||||
Percentage owned by general partner in the Limited Partnership | 50.00% | |||||||
SmartCentres | Brampton Land | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnest money may be forfeited upon failure of acquisition | $ 200,000 | |||||||
Value of land to be contributed to limited partnership at fair market value | $ 1,800,000 | |||||||
Percentage of units to be subscribed at closing in limited partnership | 50.00% | |||||||
Subscription price of units in limited partnership | $ 900,000 | |||||||
Subscription price as percentage of agreed upon fair market value of land to be contributed to the limited partnership | 50.00% | |||||||
SmartCentres | Vaughan Land | ||||||||
Business Acquisition [Line Items] | ||||||||
Earnest money may be forfeited upon failure of acquisition | $ 500,000 | |||||||
Value of land to be contributed to limited partnership at fair market value | $ 3,400,000 | |||||||
Percentage of units to be subscribed at closing in limited partnership | 50.00% | |||||||
Subscription price of units in limited partnership | $ 1,700,000 | |||||||
Subscription price as percentage of agreed upon fair market value of land to be contributed to the limited partnership | 50.00% | |||||||
Arizona | Surprise Property | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase and sale agreement execution date | Nov. 7, 2017 | |||||||
Purchase price for potential business acquisition | $ 7,800,000 | |||||||
Potential business acquisition description | We expect the acquisition of the Surprise Property to close in the first half of 2019 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/or potential debt financing. If we fail to acquire the Surprise Property, in addition to the incurred acquisition costs, we may also forfeit approximately $300,000 in earnest money as a result. | |||||||
Earnest money may be forfeited upon failure of acquisition | $ 300,000 | |||||||
CA | Mission Viejo Land Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase and sale agreement execution date | Jul. 25, 2018 | |||||||
Purchase price for potential business acquisition | $ 4,300,000 | |||||||
Return of initial deposit amount in full | $ 100,000 | |||||||
CA | San Gabriel Property | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase and sale agreement execution date | Jan. 4, 2018 | |||||||
Purchase price for potential business acquisition | $ 13,500,000 | |||||||
Potential business acquisition description | We expect the acquisition of the San Gabriel Property to close in the second half of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing. If we fail to acquire the San Gabriel Property, in addition to the incurred acquisition costs, we may also forfeit approximately $200,000 in earnest money as a result. | |||||||
Earnest money may be forfeited upon failure of acquisition | $ 200,000 | |||||||
CA | Escondido Property Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase and sale agreement execution date | Apr. 16, 2018 | |||||||
Purchase price for potential business acquisition | $ 18,000,000 | |||||||
Potential business acquisition description | We expect the acquisition of the Escondido Property to close in the second half of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing. If we fail to acquire the Escondido Property, in addition to the incurred acquisition costs, we may also forfeit $750,000 in earnest money as a result. | |||||||
Earnest money may be forfeited upon failure of acquisition | $ 750,000 | |||||||
Preferred equity investment | $ 2,500,000 | |||||||
Preferred rate of return | 8.00% | |||||||
Additional rate of return on investment | 4.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 08, 2018USD ($) | Nov. 06, 2018USD ($) | Nov. 02, 2018USD ($)shares | Oct. 10, 2018USD ($)StorageFacility | Sep. 30, 2018USD ($)StorageFacility | Sep. 30, 2017USD ($) | Jul. 31, 2018 |
Subsequent Event [Line Items] | |||||||
Additional gross proceeds from issuance of common stock | $ 57,418,717 | $ 24,428,472 | |||||
Key Bank Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Term loan maturity date | Jul. 31, 2019 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Term loan maturity date | Sep. 1, 2031 | ||||||
Subsequent Event | Class A Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued in connection with offering | shares | 2,741,000 | ||||||
Additional gross proceeds from issuance of common stock | $ 66,800,000 | ||||||
Subsequent Event | Class T Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued in connection with offering | shares | 1,370,000 | ||||||
Additional gross proceeds from issuance of common stock | $ 33,100,000 | ||||||
Subsequent Event | Class W Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Common stock issued in connection with offering | shares | 317,000 | ||||||
Additional gross proceeds from issuance of common stock | $ 7,200,000 | ||||||
Subsequent Event | Katy Property | |||||||
Subsequent Event [Line Items] | |||||||
Loan assumed to hold Katy Property | $ 2,300,000 | ||||||
Applicable interest rate | 6.40% | ||||||
Houston Portfolio Acquisition | Texas | |||||||
Subsequent Event [Line Items] | |||||||
Number of storage facilities | StorageFacility | 7 | ||||||
Houston Portfolio Acquisition | Texas | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of storage facility closure | StorageFacility | 6 | ||||||
Purchase price of property | $ 51,500,000 | ||||||
Outstanding principal balance | 2,300,000 | ||||||
Houston Portfolio Acquisition | Texas | Subsequent Event | Key Bank Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Credit facility drawdown | $ 40,000,000 | ||||||
Queenston Property | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price of property | $ 7,000,000 | ||||||
Plant City Property | FL | |||||||
Subsequent Event [Line Items] | |||||||
Purchase and sale agreement execution date | Nov. 8, 2018 | ||||||
Potential business acquisition description | We expect the acquisition of the Plant City Property to close in the first quarter of 2019. We expect to fund such acquisition with a combination of net proceeds from our Offering and/or potential debt financing. If we fail to acquire the Plant City Property, we may also forfeit approximately $200,000 in earnest money as a result | ||||||
Plant City Property | FL | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Purchase price for potential business acquisition | $ 14,500,000 | ||||||
Earnest money may be forfeited upon failure of acquisition | $ 200,000 |