Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
No Trading Symbol Flag | true | |
Entity Registrant Name | Strategic Storage Trust IV, Inc. | |
Entity Central Index Key | 0001680232 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity File Number | 000-55928 | |
Entity Tax Identification Number | 81-2847976 | |
Entity Address, Address Line One | 10 Terrace Road | |
Entity Address, City or Town | Ladera Ranch | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92694 | |
City Area Code | 877 | |
Local Phone Number | 327-3485 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | None | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | MD | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,405,330 | |
Class T Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,994,771 | |
Class W Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,097,305 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Real estate facilities: | ||
Land | $ 57,745,927 | $ 53,834,093 |
Buildings | 226,489,326 | 195,950,218 |
Site improvements | 12,385,778 | 11,597,977 |
Real estate investment property, gross | 296,621,031 | 261,382,288 |
Accumulated depreciation | (10,487,520) | (6,742,793) |
Real estate investment property, net | 286,133,511 | 254,639,495 |
Construction in process | 745,992 | 608,203 |
Real estate facilities, net | 286,879,503 | 255,247,698 |
Cash and cash equivalents | 12,772,236 | 5,637,176 |
Restricted cash | 453,980 | 128,177 |
Investments in unconsolidated real estate ventures | 16,707,375 | 15,116,195 |
Other assets, net | 4,142,226 | 7,500,324 |
Debt issuance costs, net of accumulated amortization | 1,023,220 | 1,390,126 |
Intangible assets, net of accumulated amortization | 1,821,062 | 3,449,999 |
Total assets | 323,799,602 | 288,469,695 |
LIABILITIES AND EQUITY | ||
Secured debt, net | 135,608,700 | 109,105,977 |
Accounts payable and accrued liabilities | 3,303,628 | 4,671,610 |
Due to affiliates | 2,068,423 | 3,740,446 |
Distributions payable | 1,254,646 | 1,139,137 |
Total liabilities | 142,235,397 | 118,657,170 |
Commitments and contingencies (Note 7) | ||
Redeemable common stock | 9,264,091 | 5,793,896 |
Strategic Storage Trust IV, Inc. equity: | ||
Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued and outstanding at June 30, 2020 and December 31, 2019 | ||
Additional paid-in capital | 219,304,743 | 196,355,036 |
Distributions | (24,498,159) | (17,155,027) |
Accumulated deficit | (21,966,261) | (15,496,271) |
Accumulated other comprehensive (loss) income | (658,231) | 185,373 |
Total Strategic Storage Trust IV, Inc. equity | 172,192,562 | 163,898,474 |
Noncontrolling interests in our Operating Partnership | 107,552 | 120,155 |
Total equity | 172,300,114 | 164,018,629 |
Total liabilities and equity | 323,799,602 | 288,469,695 |
Class A Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | 5,393 | 4,757 |
Class T Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | 3,983 | 3,628 |
Class W Common Stock | ||
Strategic Storage Trust IV, Inc. equity: | ||
Common stock, value | $ 1,094 | $ 978 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
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 | 5,393,515 | 4,756,969 |
Common Stock, shares outstanding | 5,393,515 | 4,756,969 |
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 | 3,983,653 | 3,627,582 |
Common Stock, shares outstanding | 3,983,653 | 3,627,582 |
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 | 1,094,720 | 978,115 |
Common Stock, shares outstanding | 1,094,720 | 978,115 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Self storage rental revenue | $ 5,317,534 | $ 4,282,158 | $ 10,505,217 | $ 7,719,366 |
Ancillary operating revenue | 55,871 | 27,413 | 102,377 | 49,333 |
Total revenues | 5,373,405 | 4,309,571 | 10,607,594 | 7,768,699 |
Operating expenses: | ||||
Property operating expenses | 2,126,605 | 1,352,731 | 4,335,769 | 2,491,820 |
Property operating expenses – affiliates | 1,107,141 | 712,728 | 2,217,245 | 1,310,713 |
General and administrative | 909,859 | 635,996 | 1,582,516 | 1,109,872 |
Depreciation | 1,945,782 | 1,210,651 | 3,827,494 | 2,272,039 |
Intangible amortization expense | 812,236 | 1,318,711 | 2,072,936 | 2,433,938 |
Acquisition expense – affiliates | 117,588 | 111,664 | 267,646 | 322,486 |
Other property acquisition expenses | 10,728 | 57,571 | 45,685 | 239,015 |
Total operating expenses | 7,029,939 | 5,400,052 | 14,349,291 | 10,179,883 |
Operating loss | (1,656,534) | (1,090,481) | (3,741,697) | (2,411,184) |
Other income (expense): | ||||
Interest expense | (1,073,182) | (779,676) | (2,071,917) | (1,633,484) |
Interest expense – debt issuance costs | (175,285) | (851,328) | (678,672) | (1,095,642) |
Equity in loss of unconsolidated real estate venture | (14,637) | (14,637) | ||
Other | 26,702 | (30,693) | 31,237 | (28,374) |
Net loss | (2,892,936) | (2,752,178) | (6,475,686) | (5,168,684) |
Net loss attributable to the noncontrolling interests in our Operating Partnership | 2,490 | 3,201 | 5,696 | 6,982 |
Net loss attributable to Strategic Storage Trust IV, Inc. common stockholders | $ (2,890,446) | $ (2,748,977) | $ (6,469,990) | $ (5,161,702) |
Class A Common Stock | ||||
Other income (expense): | ||||
Net loss per share—basic and diluted | $ (0.28) | $ (0.37) | $ (0.64) | $ (0.79) |
Weighted average shares outstanding—basic and diluted | 5,344,939 | 3,781,367 | 5,185,723 | 3,509,739 |
Class T Common Stock | ||||
Other income (expense): | ||||
Net loss per share—basic and diluted | $ (0.28) | $ (0.37) | $ (0.64) | $ (0.79) |
Weighted average shares outstanding—basic and diluted | 3,953,234 | 2,865,443 | 3,855,149 | 2,403,762 |
Class W Common Stock | ||||
Other income (expense): | ||||
Net loss per share—basic and diluted | $ (0.28) | $ (0.37) | $ (0.64) | $ (0.79) |
Weighted average shares outstanding—basic and diluted | 1,089,101 | 734,054 | 1,062,702 | 604,431 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (2,892,936) | $ (2,752,178) | $ (6,475,686) | $ (5,168,684) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 514,089 | 133,686 | (843,604) | 142,734 |
Comprehensive loss | (2,378,847) | (2,618,492) | (7,319,290) | (5,025,950) |
Comprehensive loss attributable to noncontrolling interests: | ||||
Comprehensive loss attributable to the noncontrolling interests in our Operating Partnership | 2,037 | 3,049 | 6,438 | 6,817 |
Comprehensive loss attributable to Strategic Storage Trust IV, Inc. common stockholders | $ (2,376,810) | $ (2,615,443) | $ (7,312,852) | $ (5,019,133) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - 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 Income (Loss) | Total Strategic Storage Trust IV, Inc. Equity | Noncontrolling Interests in our Operating Partnership | Redeemable Common Stock |
Beginning Balance at Dec. 31, 2018 | $ 90,719,079 | $ 2,964 | $ 1,570 | $ 354 | $ 102,710,956 | $ (6,106,597) | $ (5,939,040) | $ (96,670) | $ 90,573,537 | $ 145,542 | $ 2,093,989 |
Beginning Balance (in shares) at Dec. 31, 2018 | 2,962,849 | 1,570,411 | 353,991 | ||||||||
Gross proceeds from issuance of common stock | 43,671,070 | $ 560 | $ 966 | $ 277 | 43,669,267 | 43,671,070 | |||||
Gross proceeds from issuance of common stock (in shares) | 560,391 | 966,126 | 277,021 | ||||||||
Offering costs | (4,239,678) | (4,239,678) | (4,239,678) | ||||||||
Reimbursement of offering costs by Advisor | 72,476 | 72,476 | 72,476 | ||||||||
Changes to redeemable common stock | (833,499) | (833,499) | (833,499) | 833,499 | |||||||
Redemptions of common stock | (4) | $ (4) | (4) | (83,187) | |||||||
Redemptions of common stock (in shares) | (3,660) | ||||||||||
Distributions | (2,045,018) | (2,045,018) | (2,045,018) | ||||||||
Distributions to noncontrolling interests | (3,425) | (3,425) | |||||||||
Issuance of shares for distribution reinvestment plan | 833,499 | $ 20 | $ 13 | $ 3 | 833,463 | 833,499 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 20,407 | 12,567 | 2,629 | ||||||||
Stock based compensation expense | 4,688 | 4,688 | 4,688 | ||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (2,412,725) | (2,412,725) | (2,412,725) | ||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (3,781) | (3,781) | |||||||||
Foreign currency translation adjustment | 9,048 | 9,048 | 9,048 | ||||||||
Ending Balance at Mar. 31, 2019 | 125,771,730 | $ 3,540 | $ 2,549 | $ 634 | 142,217,673 | (8,151,615) | (8,351,765) | (87,622) | 125,633,394 | 138,336 | 2,844,301 |
Ending Balance (in shares) at Mar. 31, 2019 | 3,539,987 | 2,549,104 | 633,641 | ||||||||
Beginning Balance at Dec. 31, 2018 | 90,719,079 | $ 2,964 | $ 1,570 | $ 354 | 102,710,956 | (6,106,597) | (5,939,040) | (96,670) | 90,573,537 | 145,542 | 2,093,989 |
Beginning Balance (in shares) at Dec. 31, 2018 | 2,962,849 | 1,570,411 | 353,991 | ||||||||
Issuance of shares for distribution reinvestment plan | 2,075,411 | ||||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (5,161,702) | ||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (6,982) | ||||||||||
Foreign currency translation adjustment | 142,734 | ||||||||||
Ending Balance at Jun. 30, 2019 | 144,020,131 | $ 3,966 | $ 3,079 | $ 807 | 165,773,659 | (10,838,375) | (11,100,742) | 46,064 | 143,888,458 | 131,673 | 3,851,732 |
Ending Balance (in shares) at Jun. 30, 2019 | 3,964,935 | 3,079,746 | 807,624 | ||||||||
Beginning Balance at Dec. 31, 2018 | 90,719,079 | $ 2,964 | $ 1,570 | $ 354 | 102,710,956 | (6,106,597) | (5,939,040) | (96,670) | 90,573,537 | 145,542 | 2,093,989 |
Beginning Balance (in shares) at Dec. 31, 2018 | 2,962,849 | 1,570,411 | 353,991 | ||||||||
Ending Balance at Dec. 31, 2019 | 164,018,629 | $ 4,757 | $ 3,628 | $ 978 | 196,355,036 | (17,155,027) | (15,496,271) | 185,373 | 163,898,474 | 120,155 | 5,793,896 |
Ending Balance (in shares) at Dec. 31, 2019 | 4,756,969 | 3,627,582 | 978,115 | ||||||||
Beginning Balance at Mar. 31, 2019 | 125,771,730 | $ 3,540 | $ 2,549 | $ 634 | 142,217,673 | (8,151,615) | (8,351,765) | (87,622) | 125,633,394 | 138,336 | 2,844,301 |
Beginning Balance (in shares) at Mar. 31, 2019 | 3,539,987 | 2,549,104 | 633,641 | ||||||||
Gross proceeds from issuance of common stock | 26,132,656 | $ 401 | $ 508 | $ 169 | 26,131,578 | 26,132,656 | |||||
Gross proceeds from issuance of common stock (in shares) | 400,681 | 508,165 | 169,129 | ||||||||
Offering costs | (2,623,563) | (2,623,563) | (2,623,563) | ||||||||
Reimbursement of offering costs by Advisor | 43,336 | 43,336 | 43,336 | ||||||||
Changes to redeemable common stock | (1,241,912) | (1,241,912) | (1,241,912) | 1,241,912 | |||||||
Redemptions of common stock | (3) | $ (3) | (3) | (234,481) | |||||||
Redemptions of common stock (in shares) | (3,606) | ||||||||||
Issuance of restricted stock | 2 | $ 2 | 2 | ||||||||
Issuance of restricted stock (in shares) | 2,000 | ||||||||||
Distributions | (2,686,760) | (2,686,760) | (2,686,760) | ||||||||
Distributions to noncontrolling interests | (3,462) | (3,462) | |||||||||
Issuance of shares for distribution reinvestment plan | 1,241,912 | $ 26 | $ 22 | $ 4 | 1,241,860 | 1,241,912 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 25,873 | 22,477 | 4,854 | ||||||||
Stock based compensation expense | 4,687 | 4,687 | 4,687 | ||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (2,748,977) | (2,748,977) | (2,748,977) | ||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (3,201) | (3,201) | |||||||||
Foreign currency translation adjustment | 133,686 | 133,686 | 133,686 | ||||||||
Ending Balance at Jun. 30, 2019 | 144,020,131 | $ 3,966 | $ 3,079 | $ 807 | 165,773,659 | (10,838,375) | (11,100,742) | 46,064 | 143,888,458 | 131,673 | 3,851,732 |
Ending Balance (in shares) at Jun. 30, 2019 | 3,964,935 | 3,079,746 | 807,624 | ||||||||
Beginning Balance at Dec. 31, 2019 | 164,018,629 | $ 4,757 | $ 3,628 | $ 978 | 196,355,036 | (17,155,027) | (15,496,271) | 185,373 | 163,898,474 | 120,155 | 5,793,896 |
Beginning Balance (in shares) at Dec. 31, 2019 | 4,756,969 | 3,627,582 | 978,115 | ||||||||
Gross proceeds from issuance of common stock | 19,625,512 | $ 478 | $ 223 | $ 99 | 19,624,712 | 19,625,512 | |||||
Gross proceeds from issuance of common stock (in shares) | 477,581 | 223,219 | 98,529 | ||||||||
Offering costs | (2,345,777) | (2,345,777) | (2,345,777) | ||||||||
Reimbursement of offering costs by Advisor | 24,467 | 24,467 | 24,467 | ||||||||
Changes to redeemable common stock | (1,672,889) | (1,672,889) | (1,672,889) | 1,672,889 | |||||||
Redemptions of common stock | (34) | $ (20) | $ (9) | $ (5) | (34) | ||||||
Redemptions of common stock (in shares) | (19,690) | (8,734) | (4,599) | ||||||||
Distributions | (3,567,105) | (3,567,105) | (3,567,105) | ||||||||
Distributions to noncontrolling interests | (3,453) | (3,453) | |||||||||
Issuance of shares for distribution reinvestment plan | 1,672,889 | $ 35 | $ 32 | $ 7 | 1,672,815 | 1,672,889 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 35,134 | 31,588 | 7,137 | ||||||||
Stock based compensation expense | 7,813 | 7,813 | 7,813 | ||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (3,579,544) | (3,579,544) | (3,579,544) | ||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (3,206) | (3,206) | |||||||||
Foreign currency translation adjustment | (1,357,693) | (1,357,693) | (1,357,693) | ||||||||
Ending Balance at Mar. 31, 2020 | 172,819,609 | $ 5,250 | $ 3,874 | $ 1,079 | 213,666,177 | (20,722,132) | (19,075,815) | (1,172,320) | 172,706,113 | 113,496 | 7,466,785 |
Ending Balance (in shares) at Mar. 31, 2020 | 5,249,994 | 3,873,655 | 1,079,182 | ||||||||
Beginning Balance at Dec. 31, 2019 | 164,018,629 | $ 4,757 | $ 3,628 | $ 978 | 196,355,036 | (17,155,027) | (15,496,271) | 185,373 | 163,898,474 | 120,155 | 5,793,896 |
Beginning Balance (in shares) at Dec. 31, 2019 | 4,756,969 | 3,627,582 | 978,115 | ||||||||
Issuance of shares for distribution reinvestment plan | 3,470,195 | ||||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (6,469,990) | ||||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (5,696) | ||||||||||
Foreign currency translation adjustment | (843,604) | ||||||||||
Ending Balance at Jun. 30, 2020 | 172,300,114 | $ 5,393 | $ 3,983 | $ 1,094 | 219,304,743 | (24,498,159) | (21,966,261) | (658,231) | 172,192,562 | 107,552 | 9,264,091 |
Ending Balance (in shares) at Jun. 30, 2020 | 5,393,515 | 3,983,653 | 1,094,720 | ||||||||
Beginning Balance at Mar. 31, 2020 | 172,819,609 | $ 5,250 | $ 3,874 | $ 1,079 | 213,666,177 | (20,722,132) | (19,075,815) | (1,172,320) | 172,706,113 | 113,496 | 7,466,785 |
Beginning Balance (in shares) at Mar. 31, 2020 | 5,249,994 | 3,873,655 | 1,079,182 | ||||||||
Gross proceeds from issuance of common stock | 4,583,663 | $ 103 | $ 76 | $ 7 | 4,583,477 | 4,583,663 | |||||
Gross proceeds from issuance of common stock (in shares) | 103,883 | 76,185 | 7,639 | ||||||||
Offering costs | (540,039) | (540,039) | (540,039) | ||||||||
Adjustment to offering costs (Note 6) | 1,585,682 | 1,585,682 | 1,585,682 | ||||||||
Reimbursement of offering costs by Advisor | 1,713 | 1,713 | 1,713 | ||||||||
Changes to redeemable common stock | (1,797,306) | (1,797,306) | (1,797,306) | 1,797,306 | |||||||
Issuance of restricted stock | 2 | $ 2 | 2 | ||||||||
Issuance of restricted stock (in shares) | 2,000 | ||||||||||
Distributions | (3,776,027) | (3,776,027) | (3,776,027) | ||||||||
Distributions to noncontrolling interests | (3,454) | (3,454) | |||||||||
Issuance of shares for distribution reinvestment plan | 1,797,306 | $ 38 | $ 33 | $ 8 | 1,797,227 | 1,797,306 | |||||
Issuance of shares for distribution reinvestment plan (in shares) | 37,638 | 33,813 | 7,899 | ||||||||
Stock based compensation expense | 7,812 | 7,812 | 7,812 | ||||||||
Net loss attributable to Strategic Storage Trust IV, Inc. | (2,890,446) | (2,890,446) | (2,890,446) | ||||||||
Net loss attributable to the noncontrolling interests in our Operating Partnership | (2,490) | (2,490) | |||||||||
Foreign currency translation adjustment | 514,089 | 514,089 | 514,089 | ||||||||
Ending Balance at Jun. 30, 2020 | $ 172,300,114 | $ 5,393 | $ 3,983 | $ 1,094 | $ 219,304,743 | $ (24,498,159) | $ (21,966,261) | $ (658,231) | $ 172,192,562 | $ 107,552 | $ 9,264,091 |
Ending Balance (in shares) at Jun. 30, 2020 | 5,393,515 | 3,983,653 | 1,094,720 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (6,475,686) | $ (5,168,684) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 5,900,430 | 4,705,977 |
Amortization of debt issuance costs | 678,672 | 496,020 |
Stock based compensation expense related to issuance of restricted stock | 15,625 | 9,375 |
Equity in loss of unconsolidated joint venture | 14,637 | |
Interest payments added to debt principal | 208,167 | |
Changes in operating assets and liabilities: | ||
Other assets, net | (889,862) | (749,166) |
Accounts payable and accrued liabilities | 497,055 | (430,795) |
Due to affiliates | 45,859 | 171,933 |
Net cash used in operating activities | (5,103) | (965,340) |
Cash flows from investing activities: | ||
Purchase of real estate | (31,125,609) | (43,665,491) |
Additions to real estate facilities | (1,472,140) | (252,151) |
Deposits on acquisitions of real estate | (629,597) | |
Return of deposits on acquisition of real estate | 200,000 | |
Investments in unconsolidated real estate ventures | (3,179,985) | (4,666,958) |
Deposits on acquisitions of investments in unconsolidated real estate ventures | (113,242) | |
Return of preferred equity method investment | 50,000 | |
Net cash used in investing activities | (35,577,734) | (49,277,439) |
Cash flows from financing activities: | ||
Proceeds from issuance of secured debt | 78,042,500 | 6,000,000 |
Repayment of secured debt | (7,000,000) | (68,000,000) |
Scheduled principal payments on secured debt | (63,436) | (59,525) |
Debt issuance costs | (358,845) | (756,573) |
Gross proceeds from issuance of common stock | 23,918,663 | 69,162,026 |
Offering costs | (2,982,950) | (4,921,308) |
Redemption of common stock | (747,897) | (165,400) |
Distributions paid to common stockholders | (3,757,386) | (2,327,777) |
Distributions paid to noncontrolling interests in our Operating Partnership | (6,949) | (6,925) |
Net cash provided by financing activities | 43,043,700 | 41,924,518 |
Net change in cash, cash equivalents and restricted cash | 7,460,863 | (8,318,261) |
Cash, cash equivalents and restricted cash, beginning of period | 5,765,353 | 15,795,440 |
Cash, cash equivalents and restricted cash, end of period | 13,226,216 | 7,477,179 |
Supplemental disclosures and non-cash transactions: | ||
Cash paid for interest | 1,863,088 | 1,888,829 |
Deposits applied to purchase of real estate | 750,000 | 900,000 |
Preferred equity method investment applied to purchase of real estate | 2,300,000 | |
Preferred return on preferred equity method investment applied to purchase of real estate | 255,780 | |
Additions to real estate facilities included in accounts payable and accrued liabilities | 25,324 | |
Proceeds from issuance of common stock in accounts payable and accrued liabilities | 680,000 | |
Offering costs included in due to affiliates | 440,199 | 1,845,117 |
Adjustment to offering costs | (1,585,682) | |
Offering costs included in accounts payable and accrued liabilities | 38,964 | 104,228 |
Redemption of common stock in accounts payable and accrued liabilities | 234,481 | |
Distributions payable | 1,254,646 | 926,982 |
Issuance of shares pursuant to distribution reinvestment plan | 3,470,195 | 2,075,411 |
Foreign currency translation adjustment | (843,604) | 142,734 |
Revolving | ||
Cash flows from financing activities: | ||
Proceeds from issuance of secured debt | 25,000,000 | $ 43,000,000 |
Repayment of secured debt | $ (69,000,000) |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | 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. Prior to June 28, 2019, both we and Strategic Storage Trust II, Inc. (“SST II”) were sponsored by SmartStop Asset Management, LLC (“SAM,” or our “Prior Sponsor”). On June 28, 2019, SST II acquired the self storage advisory, asset management and property management businesses and certain joint venture interests (the “Self Storage Platform”) of SAM, along with certain other assets of SAM (collectively, the “Self Administration Transaction”). Immediately after the Self Administration Transaction, SST II changed its name to SmartStop Self Storage REIT, Inc. (“SmartStop”). As a result of the Self Administration Transaction, SmartStop REIT Advisors, LLC, an indirect subsidiary of SmartStop, became the sponsor (our “Sponsor”) of our Public Offering of shares of our common stock, as described below. Our Sponsor owns 100% of Strategic Storage Advisor IV, LLC (our “Advisor”) and 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 the advisory agreement we entered into with our Advisor (our “Advisory Agreement”) on March 3, 2017. A majority of our officers are also officers of our Advisor and our Sponsor. Offering Related 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 “Public Offering”). On July 30, 2020, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $50 million in shares under our distribution reinvestment plan (our “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. 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. On April 17, 2020, our board of directors approved the suspension of our Primary Offering, effective as of April 30, 2020, based upon various factors, including the uncertainty relating to the ongoing COVID-19 outbreak and its potential economic impact, the status of fundraising in the non-traded REIT industry due to such uncertainty and the termination of our Dealer Manager Agreement. We may continue to sell shares in the Offering until the earlier of September 13, 2020 or the effective date of the registration statement for our follow-on offering (SEC Registration No. 333-236176), which we initially filed with the SEC on January 31, 2020. We reserve the right to terminate the Offering at any time. We have invested the net proceeds from our Private Offering Transaction and the Public Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of June 30, 2020, we wholly owned 24 operating self storage properties located in nine states (Arizona, California, Florida, Nevada, New Jersey, North Carolina, Texas, Virginia and Washington), as well as 50 % equity interests in four unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada (“Greater Toronto Area”). Our unconsolidated real estate ventures consist of one operating self storage property and three parcels of land being developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust, one of the largest real estate investment trusts in Canada (“SmartCentres”), owning the other 50 % of such entities. In addition, we had entered into two other contribution agreements with respect to two separate tracts of land in the Greater Toronto Area owned by SmartCentres. For more information, see Note 4. On June 29, 2020, our board of directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share of $22.65 for our Class A shares, Class T shares, and Class W shares based on the estimated value of our assets less the estimated value of our liabilities, or net asset value, divided by the number of shares outstanding on an adjusted fully diluted basis, calculated as of March 31, 2020. As a result of the calculation of our estimated value per share remaining the same as the prior year value, there was no change to the public offering prices for any of our share classes. In addition, the purchase price for shares sold pursuant to our distribution reinvestment plan continues to be equal to $22.65 per share for Class A, Class T, and Class W shares. Other Corporate History Our operating partnership, Strategic Storage Operating Partnership IV, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on June 2, 2016. On June 15, 2016, our Advisor purchased a limited partnership interest in our Operating Partnership for $200,000 (8,889 partnership units) and on June 15, 2016, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire in the future. As of June 30, 2020, we owned approximately 99.9% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.1% 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. An affiliate of our Sponsor owns the rights to the “SmartStop® Self Storage” brand. 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 was Select Capital Corporation, a California corporation (our “Former Dealer Manager”). On February 10, 2017, the Company executed a dealer manager agreement, as amended (the “Dealer Manager Agreement”), with our Former Dealer Manager. Our Former Dealer Manager was responsible for marketing our shares to be offered pursuant to our Primary Offering. On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Former Dealer Manager and pursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020. Our Prior Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Former Dealer Manager. Please see Note 6 – Related Party Transactions for additional detail. Our Prior 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. COVID-19 The global economy has continued to be adversely impacted by the COVID-19 pandemic, including in the United States and in the markets in which we operate. The COVID-19 pandemic and the resulting effects, including shutdowns or weakness in national, regional and local economies that negatively impact the demand for self storage space have adversely impacted and could continue to adversely impact our business, financial condition, liquidity and results of operations, however the extent and duration to which our operations will be impacted is highly uncertain and cannot be predicted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of June 30, 2020, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our joint ventures with SmartCentres, which are all accounted for under the equity method of accounting. Please see Note 4. Other than the entities noted above, we do not currently have any material 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. Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes and capital improvements in connection with the requirements of certain of our loan agreements. Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. 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 $0.4 million and $2.3 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2020 and 2019, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2020 and 2019, our property acquisitions did not meet the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the 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 six months ended June 30, 2020 and 2019, we acquired two properties in each period that did not meet the definition of a business, and we capitalized approximately $40,000 and $65,000, respectively, of acquisition-related transaction costs. During the three months ended June 30, 2020 and 2019, we expensed approximately $0.1 million and $0.2 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. During the six months ended June 30, 2020 and 2019, we expensed approximately $0.3 million and $0.6 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, including those held through joint ventures, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three and six months ended June 30, 2020 and 2019, 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. In March 2019, in connection with the acquisition of a self storage facility in Newark, New Jersey, we entered into a ten year operating lease with the seller for warehouse space. The lease contains scheduled base rent increases and contractual future minimum lease payments totaling approximately $6.1 million. 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 records a general reserve estimate based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. Real Estate Facilities Real estate facilities 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 June 30, 2020, the gross amounts allocated to in-place lease intangibles were approximately $11.0 million and accumulated amortization of in-place lease intangibles totaled approximately $9.2 million. As of December 31, 2019, the gross amounts allocated to in-place lease intangibles were approximately $10.5 million and accumulated amortization of in-place lease intangibles totaled approximately $7.1 million. The total estimated future amortization expense of intangible assets for the years ending December 31, 2020 and 2021 is approximately $1.5 million and $0.3 million, respectively. Debt Issuance Costs The net carrying value of costs incurred in connection with our revolving credit facility are presented as debt issuance costs on our consolidated balance sheets. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of June 30, 2020 and December 31, 2019, accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $0.4 million and $0.2 million, respectively. 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. 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 June 30, 2020 and December 31, 2019, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $70,000 and $4,000, respectively. Organizational 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. Our Advisor must reimburse us within 60 days after the end of the month in which the initial public offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense. In connection with our Primary Offering, our Former Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager did not receive an upfront sales commission or dealer manager fee from the sales of Class W shares in the Primary Offering. In addition, our Former Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Former 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 Former 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 Former 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 Former 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. As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees Our Former Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager re-allowed 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 Former Dealer Manager also re-allowed 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 Former Dealer Manager, payment of attendance fees required for employees of our Former 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 Former Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses could not 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 Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public 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. In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors approved the suspension of our share redemption program, effective on April 29, 2020. The share redemption program will remain suspended until its resumption is approved by the board, if ever. As a result, we were not able to honor redemption requests made during the six months ended June 30, 2020. For the year ended December 31, 2019, we received redemption requests totaling approximately $1.4 million (approximately 62,000 shares), approximately $0.7 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $ 0.7 million 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 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, restricted cash, other assets, variable – rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. The table below summarizes our fixed rate notes payable at June 30, 2020 and December 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. June 30, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 43,100,000 $ 42,618,772 $ 2,300,000 $ 2,182,207 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 an election 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 unvested restricted stock was not included in the diluted weighted average shares as such shares were antidilutive. |
Real Estate Facilities
Real Estate Facilities | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate Facilities | Note 3. Real Estate Facilities The following summarizes the activity in real estate facilities during the six months ended June 30, 2020: Real estate facilities Balance at December 31, 2019 $ 261,382,288 Facility acquisitions 33,987,389 Improvements and additions 1,251,354 Balance at June 30, 2020 $ 296,621,031 Accumulated depreciation Balance at December 31, 2019 $ (6,742,793 ) Depreciation expense (3,744,727 ) Balance at June 30, 2020 $ (10,487,520 ) The following table summarizes the purchase price allocation for our acquisitions during the six months ended June 30, 2020: Property Acquisition Date Real Estate Assets Intangibles Total (2) 2020 Revenue (3) 2020 Property Operating Income (Loss) (3)(4) Escondido –CA (1) 01/17/20 $ 17,568,907 $ — $ 17,568,907 $ 70,410 $ (161,820 ) Punta Gorda –FL 06/18/20 $ 16,418,482 $ 444,000 $ 16,862,482 $ 34,541 $ 18,391 $ 33,987,389 $ 444,000 $ 34,431,389 $ 104,951 $ (143,429 ) (1) The Escondido Property is a newly developed self storage facility that was acquired upon issuance of the certificate of occupancy. In conjunction with the acquisition, our approximately $2.3 million net preferred equity investment in the entity that developed the Escondido Property along with the preferred return was redeemed as a reduction to the purchase price. Such investment had an annual preferred return of 8%, paid quarterly, with an additional 4% preferred return redeemable at the close of the property. We accounted for this preferred equity investment using the equity method of accounting and it was included in other assets in the accompanying consolidated balance sheet as of December 31, 2019 (2) (3) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition dates. (4) |
Investments in Unconsolidated R
Investments in Unconsolidated Real Estate Ventures | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments in Unconsolidated Real Estate Ventures | Note 4. Investments in Unconsolidated Real Estate Ventures We have entered into various agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land and develop them into self storage facilities. We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments. The following table summarizes our investments in unconsolidated real estate ventures: Carrying Value of Investment Location Date Real Estate Venture Acquired Land Real Estate Venture Status Equity Ownership % June 30, 2020 December 31, 2019 Oshawa Property Oshawa, Ontario September 2018 Under Development 50% $ 1,750,182 $ 1,793,565 East York Property East York, Ontario January 2019 Commenced Operations June 16, 2020 50% 7,347,670 7,069,314 Brampton Property Brampton, Ontario September 2019 Under Development 50% 3,814,249 3,249,402 Vaughan Property Vaughan, Ontario August 2019 Under Development 50% 3,700,720 2,902,858 Scarborough Property Scarborough, Ontario Expected in second half of 2020 Pre-Development 50% 70,774 74,847 Kingspoint Property Kingspoint, Ontario Expected in second half of 2020 Pre-Development 50% 23,780 26,209 $ 16,707,375 $ 15,116,195 On June 16, 2020, the East York property obtained certificate of occupancy and commenced operations. On July 9, 2020, we and SmartCentres, through the Oshawa, East York, Brampton and Vaughan joint venture Partnerships, entered into a master mortgage commitment agreement. See Note 11 – Subsequent Events. Joint Ventures with SmartCentres – Scarborough and Kingspoint In January 2019, one of our subsidiaries entered into two contribution agreements with a subsidiary of SmartCentres, for two tracts of land located in Scarborough, Ontario (the “Scarborough Land”) and Brampton, Ontario (the “ Kingspoint Upon closing, the Ontario II Lots will each be owned by a limited partnership (the “Ontario II 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 Ontario II Limited Partnerships. It is intended that the Ontario II Limited Partnerships develop self storage facilities on the Ontario II Lots. The value of the Scarborough Land and the Kingspoint Kingspoint On August 7, 2020, we (through our subsidiaries) and SmartCentres (through its subsidiaries) closed on the Scarborough land. |
Secured Debt
Secured Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Secured Debt | Note 5. Secured Debt The Company’s debt is summarized as follows: Secured Debt June 30, 2020 December 31, 2019 Interest Rate Maturity Date Revolving KeyBank Credit Facility $ 63,000,000 $ 107,000,000 2.0 % 6/27/2022 Katy Loan 2,118,772 2,182,207 6.4 % 9/1/2031 CMBS Loan 40,500,000 — 3.6 % 2/1/2030 TCF Loan 30,750,666 — 3.8 % 3/30/2023 Debt issuance costs, net (760,738 ) (76,230 ) Total Secured Debt $ 135,608,700 $ 109,105,977 The weighted average interest rate on our consolidated debt as of June 30, 2020 was approximately 2.9%. KeyBank Credit Facility On July 31, 2018, the Company, through six special purpose entities (collectively, the “Prior 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 Prior Borrower had an initial maximum borrowing capacity up to $70 million (the “KeyBank Credit Facility”). On June 27, 2019, the KeyBank Credit Facility was repaid in full and terminated with proceeds from the Revolving KeyBank Credit Facility. The KeyBank Credit Facility was a term loan that had a maturity date of July 31, 2019. Payments due under the KeyBank Credit Facility were interest-only. As of June 27, 2019 , the applicable interest rate was approximately 4.9 % which was based on LIBOR plus 250 basis points. Revolving KeyBank Credit Facility On June 27, 2019, we, through our operating partnership, and certain affiliated entities (collectively, the “Borrower”), entered into an amended and restated credit agreement (the “Revolving KeyBank Credit Facility”) with KeyBank, as administrative agent and KeyBanc Capital Markets, LLC, as sole book runner and sole lead arranger. The Revolving KeyBank Credit Facility replaced the KeyBank Credit Facility. Under the terms of the Revolving KeyBank Credit Facility, we had an initial maximum borrowing capacity of $55 million. On June 27, 2019, $43 million was drawn on the Revolving KeyBank Credit Facility to repay in full and terminate the KeyBank Credit Facility. The Revolving KeyBank Credit Facility may be increased to a maximum credit facility size of $300 million, in minimum increments of $20 million, which KeyBank will arrange on a best efforts basis. On August 9, 2019, we entered into an amendment and joinder to amend and restate the Revolving KeyBank Credit Facility (the “First Amendment”) with KeyBank. Under the terms of the First Amendment, we added an additional $45 million to our maximum borrowing capacity for a total of $100 million with the admission of Texas Capital Bank (“Texas Capital”), Fifth Third Bank (“Fifth Third”) and SunTrust Bank (“SunTrust”) (the “Subsequent Lenders”). The Subsequent Lenders also became a party to the Revolving KeyBank Credit Facility through a joinder agreement in the First Amendment. On November 5, 2019, we entered into an amendment and joinder to amend and restate the Revolving KeyBank Credit Facility (the “Second Amendment”) with KeyBank. Under the terms of the Second Amendment, we added an additional $35 million to increase our maximum borrowing capacity to a total of $135 million. In conjunction with the increase of the maximum borrowing capacity we drew $65 million on the Revolving KeyBank Credit Facility to acquire four properties (Ocoee, Ardrey Kell, Charlottesville, and University City) and three properties were added as collateral to the loan (Redmond, Charlottesville, and University City). On January 17, 2020, in conjunction with the acquisition of the Escondido Property we drew $9 million on the Revolving KeyBank Credit Facility. On January 31, 2020, we, through seven wholly-owned special purpose entities, entered into a $40.5 million CMBS financing with KeyBank as lender pursuant to a mortgage loan (the “CMBS Loan”), see CMBS Loan section below for further details. We used $40 million of the proceeds from the CMBS Loan to pay down the Revolving KeyBank Credit Facility. As a result of this, seven properties (Jensen Beach, Texas City, Riverside, Las Vegas I, Puyallup, Las Vegas II, and Plant City) were released as collateral under the Revolving KeyBank Credit Facility and now serve as collateral under the CMBS Loan. On June 18, 2020 in conjunction with the acquisition of the Punta Gorda property we drew $16 million on the Revolving KeyBank Credit Facility. Accordingly, as of June 30, 2020, the outstanding balance was $63 million. The Revolving KeyBank Credit Facility is a revolving loan with an initial term of three years, maturing on June 27, 2022, with two one-year extension options subject to certain conditions outlined further in the Revolving KeyBank Credit Facility. Monthly payments due pursuant to the Revolving KeyBank Credit Facility are interest-only and the principal balance is due at maturity. The Revolving KeyBank Credit Facility bears interest based on the type of borrowing. The ABR Loans bear interest at the lesser of (x) the Alternate Base Rate (as defined in the Revolving KeyBank Credit Facility) plus the Applicable Rate, or (y) the Maximum Rate (as defined in the Revolving KeyBank Credit Facility). The Eurodollar Loans bear interest at the lesser of (a) the Adjusted LIBO Rate (as defined in the Revolving KeyBank Credit Facility) for the Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the Revolving KeyBank Credit Facility). The Applicable Rate means the percentage rate corresponding to our total leverage, which are as follows for Eurodollar Loans: (1) 225 basis points with a total leverage ratio greater than or equal to 55%; (2) 200 basis points with a total leverage ratio greater than or equal to 45% but less than 55%; (3) 175 basis points with a total leverage ratio greater than or equal to 35% but less than 45%; and (4) 150 basis points with a total leverage ratio less than 35%. As of June 30, 2020, the total interest rate was approximately 2.0% which was based on LIBOR plus 175 basis points. Our Operating Partnership purchased an interest rate cap with a notional amount of $105 million, such that in no event will LIBOR exceed 3.0% thereon through July 1, 2021. The Revolving KeyBank Credit Facility is fully recourse, jointly and severally, to each of the Borrowers and is secured by cross-collateralized first mortgage liens on be indemnified for any breakage costs. Pursuant to that certain guaranty (the “KeyBank Guaranty”), dated as of June 27, 2019, in favor of the Lenders, we serve as a guarantor of all obligations due under the Revolving KeyBank Credit Facility. Under certain conditions, the Borrower may cause the release of one or more of the properties serving as collateral for the Revolving KeyBank Credit Facility, provided that no default or event of default is then outstanding or would reasonably occur as a result of such release, and after taking into account any prepayment of outstanding Loans (as defined in the Revolving KeyBank Credit Facility) necessary to maintain compliance with the financial covenants. The Revolving KeyBank Credit Facility contains: customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan documents. In particular, the aggregate borrowing base availability under the Revolving KeyBank Credit Facility is limited by a minimum Debt-Service-Coverage-Ratio, maximum Loan-to-Value Ratio, minimum number of Mortgaged Properties, and minimum required Pool Value for the Mortgaged Properties (capitalized terms are as defined in the Revolving KeyBank Credit Facility). In addition, we must meet certain requirements as of the close of each fiscal quarter including a maximum Total Leverage Ratio, a minimum Tangible Net Worth, a minimum Fixed Charge Ratio and required Interest Rate Protection (capitalized terms are as defined in the Revolving KeyBank Credit Facility). We are in compliance with all such covenants. Katy Loan On October 10, 2018, in connection with the acquisition of the property in Katy, Texas (the “Katy Property”), we, through a special purpose entity formed to acquire and hold the Katy Property, 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. KeyBank Bridge Loan On January 17, 2020, we closed on a bridge loan (the “KeyBank Bridge Loan”) with KeyBank that allowed for a limited number of draws, up to an aggregate amount of $12 million. The loan was secured by pledges of equity interests in four of our property owning subsidiaries and a pledge of the proceeds received by us from certain capital events. Concurrent with the closing, we drew $7 million on the KeyBank Bridge Loan to acquire the Escondido Property. Monthly payments were interest only at a rate of LIBOR plus 275 basis points, and the loan had a maturity date of July 15, 2020. We served as a full recourse guarantor for the KeyBank Bridge Loan. On January 29, 2020, we paid down $3 million of the outstanding loan balance. On March 30, 2020, in conjunction with obtaining the TCF Loan (as discussed below), the remaining $4 million balance on the KeyBank Bridge Loan was repaid and the loan was terminated. CMBS Loan On January 31, 2020, we, through seven wholly-owned special purpose entities, entered into a $40.5 million CMBS financing with KeyBank as lender pursuant to a mortgage loan (the “CMBS Loan”). We used $40 million of the proceeds from the CMBS Loan to pay down the Revolving KeyBank Credit Facility. The CMBS Loan is secured by a first mortgage or deed of trust on each of seven properties owned by us (Jensen Beach, Texas City, Riverside, Las Vegas I, Puyallup, Las Vegas II, and Plant City). The separate assets of these encumbered properties are not available to pay our other debt. The loan has a maturity date of February 1, 2030. Monthly payments due under the loan agreement (the “CMBS Loan Agreement”) are interest-only, with the full principal amount becoming due and payable on the maturity date. The amounts outstanding under the CMBS Loan bear interest at an annual fixed rate equal to 3.56%. Commencing two years after securitization, the CMBS Loan may be defeased in whole, but not in part, subject to certain conditions as set forth in the CMBS Loan Agreement. The loan documents for the CMBS Loan contain: customary affirmative and negative covenants; agreements; representations; warranties and borrowing conditions; reserve requirements and events of default all as set forth in such loan documents. In addition, and pursuant to the terms of the limited recourse guaranty dated January 31, 2020 in favor of KeyBank, we serve as a non-recourse guarantor with respect to the CMBS Loan. We are in compliance with all such covenants. TCF Loan On March 30, 2020, we, through four wholly-owned special purpose entities (collectively, the “Borrowers”), entered into a term loan agreement (the “TCF Loan Agreement”) with TCF National Bank, a national banking association (“TCF”), as lead arranger and administrative agent for up to $31.5 million (the “TCF Loan”). At closing, we drew approximately $30.5 million and utilized $4 million to pay off the KeyBank Bridge Loan. The remaining $1 million serves as an interest holdback to cover monthly interest payments until fully utilized. The TCF Loan is secured by a first mortgage on each of the Ocoee Property, the Ardrey Kell Property, the Surprise Property, and the Escondido Property (the “TCF Properties”). The interest rate on the TCF Loan is equal to the greater of (i) 3.75% per annum or (ii) an adjustable annual rate equal to LIBOR plus 3.00%. Upon achievement of certain financial conditions, the interest rate will be equal to the greater of (i) 3.50% per annum or (ii) an adjustable annual rate equal to LIBOR plus 2.50%. As of June 30, 2020, the interest rate on the TCF Loan was approximately 3.75%. In April 2020, our Operating Partnership purchased an interest rate cap with a notional amount of $30.5 million, such that in no event will LIBOR exceed 0.75% thereon through May 2022. The TCF Loan has an initial term of three years, maturing on March 30, 2023, with two one-year extension options subject to certain conditions outlined further in the TCF Loan documents. During the initial term, monthly payments are interest only; during any extension periods, monthly payments are principal and interest. The TCF Loan Agreement also contains a debt service coverage ratio covenant applicable to the Borrowers whereby, commencing on March 31, 2022, the TCF Properties must have a debt service coverage ratio of not less than 1.20 to 1.00. The TCF Loan Agreement also contains: customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. We serve as a limited recourse guarantor with respect to the TCF Loan during the initial term. Our obligations as guarantor may decrease based on the debt service coverage ratio on the TCF Properties. The following table presents the future principal payment requirements on outstanding secured debt as of June 30, 2020: 2020 $ 65,486 2021 137,392 2022 63,146,419 2023 30,906,704 2024 166,287 2025 and thereafter 41,947,150 Total payments 136,369,438 Debt issuance costs, net (760,738 ) Total $ 135,608,700 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
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 Former Dealer Manager entitle our Advisor and our Former Dealer Manager to specified fees upon the provision of certain services with regard to the Public 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 Public Offering may be paid by our Advisor on our behalf and reimbursed to our Advisor from the proceeds of our Public 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 Public 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 Public 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 Public Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5 % of the gross offering proceeds from the Primary Offering. 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 Primary 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 Primary 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 June 30, 2020 and 2019, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above. Dealer Manager Agreement On April 17, 2020, in accordance with provisions of the Dealer Manager Agreement, we provided a 60-day termination notice to our Former Dealer Manager and p ursuant to such notice, the Dealer Manager Agreement was terminated on June 16, 2020. th th dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10 % of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Former Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Former Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fees, equals 9.0 % of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Former 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. As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10 % at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees . Accordingly, as of June 30, 2020, we have reversed a portion of our liability for future payment of Class W dealer manager servicing fees in excess of the 10 % limitation, which resulted in an approximately $ 1.6 million reduction in Due to Affiliates and an increase in Additional Paid in Capital in the accompanying consolidated balance sheet. Our Former Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager 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 Former 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 Former Dealer Manager, payment of attendance fees required for employees of our Former 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 Former Dealer Manager also received 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 Primary Offering, may not exceed 3% of gross offering proceeds from sales in the Primary 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. 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 plans, tenant protection plans or similar programs (collectively “Tenant Programs”) to customers at our properties and is entitled to substantially all of the benefits of such Tenant Programs. 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. An affiliate of our sponsor owns the rights to the “SmartStop® Self Storage” brand. Transfer Agent Agreement Our Prior Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provides transfer agent and registrar services to us. These services are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholders. 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 our Sponsor and a private REIT sponsored by our Sponsor. Fees paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account fees. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it. The initial term of the Transfer Agent Agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date. Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2019 and the six months ended June 30, 2020, as well as any related amounts payable as of December 31, 2019 and June 30, 2020: Year Ended December 31, 2019 Six Months Ended June 30, 2020 Incurred Paid Payable Incurred Paid Adjustment (2) Payable Expensed Operating expenses (including organizational costs) $ 1,247,017 $ 1,200,196 $ 73,437 $ 865,224 $ 778,467 $ - $ 162,708 Asset management fees 2,027,231 1,989,408 45,656 1,547,660 1,588,046 - 5,270 Property management fees 1,014,881 1,014,881 — 669,585 669,585 - — Transfer Agent expenses 275,899 273,542 12,900 183,636 186,662 - 9,874 Acquisition expenses 652,167 652,167 — 267,646 267,646 - — Capitalized Acquisition expenses 44,740 44,740 — 10,800 10,800 - — Additional Paid-in Capital Selling commissions 4,702,176 4,714,469 33,020 1,232,385 1,265,405 - - Dealer Manager fees 1,774,215 1,772,811 17,657 432,389 450,046 - - Stockholder Servicing Fees and Dealer Manager Servicing Fees (1) 2,661,417 729,179 3,528,011 417,202 491,957 (1,585,682 ) 1,867,096 Offering costs 266,409 254,946 29,765 97,860 104,150 - 23,475 Total $ 14,666,152 $ 12,646,339 $ 3,740,446 $ 5,724,387 $ 5,812,764 $ (1,585,682 ) $ 2,068,423 (1) We pay our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th (2) As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10 % at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees . Accordingly, as of June 30, 2020, we have reversed a portion of our liability for future payment of Class W dealer manager servicing fees in excess of the 10 % limitation, which resulted in an approximately $ 1.6 million reduction in Due to Affiliates and an increase in Additional Paid in Capital in the accompanying consolidated balance sheet . Tenant Programs We may offer a tenant insurance plan, tenant protection plan or similar program (collectively “Tenant Programs”) to customers at our properties pursuant to which our Property Manager or an affiliate is entitled to substantially all of the net revenue attributable to the sale of Tenant Programs at our properties. In order to protect the interest of the Property Manager in receiving these revenues in light of the fact that we control the properties and, hence, the ability of the Property Manager to receive such revenues, we and an affiliate of our Property Manager agreed to transfer our respective rights in such revenue to a joint venture entity owned 0.1% by our TRS subsidiary and 99.9% by our Property Manager’s affiliate (the “PM Affiliate”). Under the terms of the operating agreement of the joint venture entity, dated March 27, 2018 (the “JV Agreement”), our TRS will receive 0.1% of the net revenues generated from such Tenant Programs and the PM Affiliate will receive the other 99.9% of such net revenues. The JV Agreement 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 JV 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 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 joint venture at 95% of fair market value. For the six months ended June 30, 2020 and 2019, an affiliate of our Property Manager received net revenue from this joint venture of approximately $360,000 and $140,000, respectively. 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. During the six months ended June 30, 2020 and 2019, we paid approximately $5,000 in each period 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 | 6 Months Ended |
Jun. 30, 2020 | |
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 Public 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. On June 20, 2019, our board of directors approved the Amended and Restated Distribution Reinvestment Plan, which replaced our prior distribution reinvestment plan, and became effective for distribution payments being paid beginning in July 2019. The Amended and Restated Distribution Reinvestment Plan sets the price for our shares to be equal to the estimated value per share of the Class A Shares, Class T Shares, and Class W Shares approved by the board of directors and in effect on the date of purchase of the shares under the Amended and Restated Distribution Reinvestment Plan. On July 30, 2020, we filed with the SEC a Registration Statement on Form S-3, which registered up to an additional $50 million in shares under our distribution reinvestment plan (our “DRP Offering”). The DRP Offering may be terminated at any time upon 10 days’ prior written notice to stockholders. As of June 30, 2020, we have sold approximately 242,000 Class A shares, 186,000 Class T shares and 42,000 Class W shares through our distribution reinvestment plan offering. Share Redemption Program We adopted a share redemption program that enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption. Our board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders. In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors approved the suspension of our share redemption program, effective on April 29, 2020. The share redemption program will remain suspended until its resumption is approved by the board, if ever. As a result, we were not able to honor redemption requests made during the six months ended June 30, 2020. 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 year ended December 31, 2019, we received redemption requests totaling approximately $1.4 million (approximately 62,000 shares), approximately $0.7 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $0.7 million included in accounts payable and accrued liabilities as of December 31, 2019, and fulfilled in January 2020. During the six months ended June 30, 2020, we received redemption requests totaling approximately $0.8 million (approximately 38,000 shares); however, due to the suspension of our share redemption program, no share redemption requests were fulfilled. 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) | 6 Months Ended |
Jun. 30, 2020 | |
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. Three months ended June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 Total revenues $ 4,309,571 $ 4,502,793 $ 4,976,849 $ 5,234,189 $ 5,373,405 Total operating expenses 5,400,052 5,929,491 6,550,524 7,319,352 7,029,939 Operating loss (1,090,481 ) (1,426,698 ) (1,573,675 ) (2,085,163 ) (1,656,534 ) Net loss (2,752,178 ) (1,959,538 ) (2,440,506 ) (3,582,750 ) (2,892,936 ) Net loss attributable to common stockholders (2,748,977 ) (1,957,502 ) (2,438,027 ) (3,579,544 ) (2,890,446 ) Net loss per Class A share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) Net loss per Class T share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) Net loss per Class W share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) |
Declaration of Distributions
Declaration of Distributions | 6 Months Ended |
Jun. 30, 2020 | |
Text Block [Abstract] | |
Declaration of Distributions | Note 9. Declaration of Distributions Cash Distribution Declaration In order to give our board of directors maximum flexibility to monitor and evaluate the situation related to the financial impact of COVID-19, on March 30, 2020, our board of directors changed its distribution authorizations from a quarterly to monthly authorization starting with the second quarter of 2020. For the months of May, June, and July 2020, our board of directors authorized a daily distribution rate of approximately $0.00427 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 respective periods. In connection with these distributions, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.00361 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 $0.00396 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 | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Potential Acquisitions | Note 10. Potential Acquisitions 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 $15.4 million, plus closing and acquisition costs. We expect the acquisition of the San Gabriel Property to close in the second half of 2021 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 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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Financing Agreement - Investments in Unconsolidated Real Estate Ventures On July 9, 2020, we and SmartCentres, The SmartCentres Financing is secured by first mortgages on each of the JV Properties. Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of: (i) the BA Equivalent Rate, plus: (ii) a margin based on the External Credit Rating, plus (iii) a margin under the Senior Credit Facility, each as defined and described further in the MMCA. The total initial interest rate was approximately 3.0% at the execution of the SmartCentres Financing. The SmartCentres Financing matures on May 11, 2021, and may be extended annually as set forth in the MMCA. Monthly interest payments are initially capitalized on the outstanding principal balance. Upon a JV Property generating sufficient Net Cash Flow (as defined in the MMCA), the SmartCentres Financing provides for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financing may be prepaid without penalty, subject to certain conditions set forth in the MMCA. The SmartCentres Financing contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than 70% with respect to each JV Property) and events of default, all as set forth in the MMCA. We serve as a full recourse guarantor with respect to 50% of the SmartCentres Financing. Cash Distribution Declaration On July 23, 2020, our board of directors declared a daily distribution rate for the month of August 2020 of approximately $0.00427 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 August 1, 2020 and ending August 31, 2020. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.00361 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 $0.00396 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. Offering Status As of August 11, 2020, in connection with our Offerings we have issued approximately 5.4 million Class A shares for gross offering proceeds of approximately $133.4 million, approximately 4.0 million Class T shares for gross offering proceeds of approximately $96.7 million and approximately 1.1 million Class W shares for gross offering proceeds of approximately $25.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation Considerations | Consolidation Considerations Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary. As of June 30, 2020, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our joint ventures with SmartCentres, which are all accounted for under the equity method of accounting. Please see Note 4. Other than the entities noted above, we do not currently have any material 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. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of impound reserve accounts for property taxes and capital improvements in connection with the requirements of certain of our loan agreements. |
Real Estate Purchase Price Allocation | Real Estate Purchase Price Allocation We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. 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 $0.4 million and $2.3 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2020 and 2019, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent. Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2020 and 2019, our property acquisitions did not meet the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the 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 six months ended June 30, 2020 and 2019, we acquired two properties in each period that did not meet the definition of a business, and we capitalized approximately $40,000 and $65,000, respectively, of acquisition-related transaction costs. During the three months ended June 30, 2020 and 2019, we expensed approximately $0.1 million and $0.2 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods. During the six months ended June 30, 2020 and 2019, we expensed approximately $0.3 million and $0.6 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, including those held through joint ventures, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the three and six months ended June 30, 2020 and 2019, 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. In March 2019, in connection with the acquisition of a self storage facility in Newark, New Jersey, we entered into a ten year operating lease with the seller for warehouse space. The lease contains scheduled base rent increases and contractual future minimum lease payments totaling approximately $6.1 million. 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 records a general reserve estimate based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. |
Real Estate Facilities | Real Estate Facilities 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 June 30, 2020, the gross amounts allocated to in-place lease intangibles were approximately $11.0 million and accumulated amortization of in-place lease intangibles totaled approximately $9.2 million. As of December 31, 2019, the gross amounts allocated to in-place lease intangibles were approximately $10.5 million and accumulated amortization of in-place lease intangibles totaled approximately $7.1 million. The total estimated future amortization expense of intangible assets for the years ending December 31, 2020 and 2021 is approximately $1.5 million and $0.3 million, respectively. |
Debt Issuance Costs | Debt Issuance Costs The net carrying value of costs incurred in connection with our revolving credit facility are presented as debt issuance costs on our consolidated balance sheets. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of June 30, 2020 and December 31, 2019, accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $0.4 million and $0.2 million, respectively. 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. 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 June 30, 2020 and December 31, 2019, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $70,000 and $4,000, respectively. |
Organization and Offering Costs | Organizational 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. Our Advisor must reimburse us within 60 days after the end of the month in which the initial public offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense. In connection with our Primary Offering, our Former Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Former Dealer Manager did not receive an upfront sales commission or dealer manager fee from the sales of Class W shares in the Primary Offering. In addition, our Former Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Former 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 Former 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 Former 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 Former 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. As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10% at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees Our Former Dealer Manager entered into participating dealer agreements with certain other broker-dealers which authorized them to sell our shares. Upon sale of our shares by such broker-dealers, our Former Dealer Manager re-allowed 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 Former Dealer Manager also re-allowed 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 Former Dealer Manager, payment of attendance fees required for employees of our Former 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 Former Dealer Manager also received reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses could not 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 Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public 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. In order to preserve cash in light of the uncertainty relating to COVID-19 and its potential impact on our overall financial results, on March 30, 2020, our board of directors approved the suspension of our share redemption program, effective on April 29, 2020. The share redemption program will remain suspended until its resumption is approved by the board, if ever. As a result, we were not able to honor redemption requests made during the six months ended June 30, 2020. For the year ended December 31, 2019, we received redemption requests totaling approximately $1.4 million (approximately 62,000 shares), approximately $0.7 million of which were fulfilled during the year ended December 31, 2019, with the remaining approximately $ 0.7 million |
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 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, restricted cash, other assets, variable – rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value. The table below summarizes our fixed rate notes payable at June 30, 2020 and December 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. June 30, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 43,100,000 $ 42,618,772 $ 2,300,000 $ 2,182,207 |
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 an election 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 unvested restricted stock was not included in the diluted weighted average shares as such shares were antidilutive. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives used to Depreciate Real Property Assets | Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives Description Standard Depreciable Life Land Not Depreciated Buildings 35 years Site Improvements 7-10 years |
Summary of Fixed Rate Notes Payable | The table below summarizes our fixed rate notes payable at June 30, 2020 and December 31, 2019. The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of the fixed rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange. June 30, 2020 December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value Fixed Rate Secured Debt $ 43,100,000 $ 42,618,772 $ 2,300,000 $ 2,182,207 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Real Estate [Abstract] | |
Summary of Activity in Real Estate Facilities | The following summarizes the activity in real estate facilities during the six months ended June 30, 2020: Real estate facilities Balance at December 31, 2019 $ 261,382,288 Facility acquisitions 33,987,389 Improvements and additions 1,251,354 Balance at June 30, 2020 $ 296,621,031 Accumulated depreciation Balance at December 31, 2019 $ (6,742,793 ) Depreciation expense (3,744,727 ) Balance at June 30, 2020 $ (10,487,520 ) |
Summary of Purchase Price Allocation for Acquisitions | The following table summarizes the purchase price allocation for our acquisitions during the six months ended June 30, 2020: Property Acquisition Date Real Estate Assets Intangibles Total (2) 2020 Revenue (3) 2020 Property Operating Income (Loss) (3)(4) Escondido –CA (1) 01/17/20 $ 17,568,907 $ — $ 17,568,907 $ 70,410 $ (161,820 ) Punta Gorda –FL 06/18/20 $ 16,418,482 $ 444,000 $ 16,862,482 $ 34,541 $ 18,391 $ 33,987,389 $ 444,000 $ 34,431,389 $ 104,951 $ (143,429 ) (1) The Escondido Property is a newly developed self storage facility that was acquired upon issuance of the certificate of occupancy. In conjunction with the acquisition, our approximately $2.3 million net preferred equity investment in the entity that developed the Escondido Property along with the preferred return was redeemed as a reduction to the purchase price. Such investment had an annual preferred return of 8%, paid quarterly, with an additional 4% preferred return redeemable at the close of the property. We accounted for this preferred equity investment using the equity method of accounting and it was included in other assets in the accompanying consolidated balance sheet as of December 31, 2019 (2) (3) The operating results of the facilities acquired above have been included in our consolidated statement of operations since their respective acquisition dates. (4) |
Investments in Unconsolidated_2
Investments in Unconsolidated Real Estate Ventures (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Investments in Unconsolidated Real Estate Ventures | The following table summarizes our investments in unconsolidated real estate ventures: Carrying Value of Investment Location Date Real Estate Venture Acquired Land Real Estate Venture Status Equity Ownership % June 30, 2020 December 31, 2019 Oshawa Property Oshawa, Ontario September 2018 Under Development 50% $ 1,750,182 $ 1,793,565 East York Property East York, Ontario January 2019 Commenced Operations June 16, 2020 50% 7,347,670 7,069,314 Brampton Property Brampton, Ontario September 2019 Under Development 50% 3,814,249 3,249,402 Vaughan Property Vaughan, Ontario August 2019 Under Development 50% 3,700,720 2,902,858 Scarborough Property Scarborough, Ontario Expected in second half of 2020 Pre-Development 50% 70,774 74,847 Kingspoint Property Kingspoint, Ontario Expected in second half of 2020 Pre-Development 50% 23,780 26,209 $ 16,707,375 $ 15,116,195 |
Secured Debt (Tables)
Secured Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The Company’s debt is summarized as follows: Secured Debt June 30, 2020 December 31, 2019 Interest Rate Maturity Date Revolving KeyBank Credit Facility $ 63,000,000 $ 107,000,000 2.0 % 6/27/2022 Katy Loan 2,118,772 2,182,207 6.4 % 9/1/2031 CMBS Loan 40,500,000 — 3.6 % 2/1/2030 TCF Loan 30,750,666 — 3.8 % 3/30/2023 Debt issuance costs, net (760,738 ) (76,230 ) Total Secured Debt $ 135,608,700 $ 109,105,977 |
Schedule of Secured Debt Future Principal Payments | The following table presents the future principal payment requirements on outstanding secured debt as of June 30, 2020: 2020 $ 65,486 2021 137,392 2022 63,146,419 2023 30,906,704 2024 166,287 2025 and thereafter 41,947,150 Total payments 136,369,438 Debt issuance costs, net (760,738 ) Total $ 135,608,700 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Costs | Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2019 and the six months ended June 30, 2020, as well as any related amounts payable as of December 31, 2019 and June 30, 2020: Year Ended December 31, 2019 Six Months Ended June 30, 2020 Incurred Paid Payable Incurred Paid Adjustment (2) Payable Expensed Operating expenses (including organizational costs) $ 1,247,017 $ 1,200,196 $ 73,437 $ 865,224 $ 778,467 $ - $ 162,708 Asset management fees 2,027,231 1,989,408 45,656 1,547,660 1,588,046 - 5,270 Property management fees 1,014,881 1,014,881 — 669,585 669,585 - — Transfer Agent expenses 275,899 273,542 12,900 183,636 186,662 - 9,874 Acquisition expenses 652,167 652,167 — 267,646 267,646 - — Capitalized Acquisition expenses 44,740 44,740 — 10,800 10,800 - — Additional Paid-in Capital Selling commissions 4,702,176 4,714,469 33,020 1,232,385 1,265,405 - - Dealer Manager fees 1,774,215 1,772,811 17,657 432,389 450,046 - - Stockholder Servicing Fees and Dealer Manager Servicing Fees (1) 2,661,417 729,179 3,528,011 417,202 491,957 (1,585,682 ) 1,867,096 Offering costs 266,409 254,946 29,765 97,860 104,150 - 23,475 Total $ 14,666,152 $ 12,646,339 $ 3,740,446 $ 5,724,387 $ 5,812,764 $ (1,585,682 ) $ 2,068,423 (1) We pay our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th (2) As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10 % at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees . Accordingly, as of June 30, 2020, we have reversed a portion of our liability for future payment of Class W dealer manager servicing fees in excess of the 10 % limitation, which resulted in an approximately $ 1.6 million reduction in Due to Affiliates and an increase in Additional Paid in Capital in the accompanying consolidated balance sheet . |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following is a summary of quarterly financial information for the periods shown below. Three months ended June 30, 2019 September 30, 2019 December 31, 2019 March 31, 2020 June 30, 2020 Total revenues $ 4,309,571 $ 4,502,793 $ 4,976,849 $ 5,234,189 $ 5,373,405 Total operating expenses 5,400,052 5,929,491 6,550,524 7,319,352 7,029,939 Operating loss (1,090,481 ) (1,426,698 ) (1,573,675 ) (2,085,163 ) (1,656,534 ) Net loss (2,752,178 ) (1,959,538 ) (2,440,506 ) (3,582,750 ) (2,892,936 ) Net loss attributable to common stockholders (2,748,977 ) (1,957,502 ) (2,438,027 ) (3,579,544 ) (2,890,446 ) Net loss per Class A share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) Net loss per Class T share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) Net loss per Class W share-basic and diluted (0.37 ) (0.24 ) (0.27 ) (0.36 ) (0.28 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) | Aug. 11, 2020shares | Jul. 30, 2020USD ($) | Jun. 29, 2020$ / sharesshares | Apr. 17, 2020 | Feb. 10, 2017 | Jan. 25, 2017USD ($)shares | Jun. 15, 2016USD ($)shares | Jun. 30, 2020USD ($)EmployeeUnconsolidatedRealEstateVentureContributionAgreementTractsofLand$ / sharesshares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Jun. 30, 2020USD ($)EmployeePropertyStateUnconsolidatedRealEstateVentureContributionAgreementTractsofLand$ / sharesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019$ / sharesshares | Jan. 31, 2019TractsofLand | Dec. 31, 2018shares | 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 | 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 | 200,000,000 | ||||||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Shares issuable pursuant to distribution reinvestment plan | $ | $ 95,000,000 | |||||||||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 1,797,306 | $ 1,672,889 | $ 1,241,912 | $ 833,499 | $ 3,470,195 | $ 2,075,411 | ||||||||||||
Equity ownership percentage | 50.00% | 50.00% | ||||||||||||||||
Number of unconsolidated real estate ventures | UnconsolidatedRealEstateVenture | 4 | 4 | ||||||||||||||||
Number of common stock issued | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Distribution Reinvestment Plan | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | |||||||||||||||||
Subsequent Event | Distribution Reinvestment Plan | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 50,000,000 | |||||||||||||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | |||||||||||||||||
SmartCentres | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Equity ownership percentage | 50.00% | 50.00% | ||||||||||||||||
Number of contribution agreements entered by subsidiary | ContributionAgreement | 2 | 2 | ||||||||||||||||
Number of tracts of land | TractsofLand | 2 | 2 | 2 | |||||||||||||||
Arizona, California, Florida, Nevada, New Jersey, North Carolina, Texas, Virginia and Washington | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Number of operating self storage properties purchased | Property | 24 | |||||||||||||||||
Number of states | State | 9 | |||||||||||||||||
Primary Offering | Maximum | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common stock, value authorized | $ | $ 1,000,000,000 | $ 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 | 315,000,000 | ||||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Number of common stock issued | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Class A Common Stock | Subsequent Event | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Number of common stock issued | 5,400,000 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 5,400,000 | |||||||||||||||||
Class A Common Stock | Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common Stock, par value | $ / shares | $ 22.65 | |||||||||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 38 | $ 35 | $ 26 | $ 20 | ||||||||||||||
Number of common stock issued | 22.65 | 360,577 | 103,883 | 477,581 | 400,681 | 560,391 | ||||||||||||
Gross proceeds from issuance of common stock | $ | $ 7,500,000 | |||||||||||||||||
Common Stock, shares outstanding | 5,393,515 | 5,249,994 | 3,964,935 | 3,539,987 | 5,393,515 | 3,964,935 | 4,756,969 | 2,962,849 | ||||||||||
Number of common stock issued | $ / shares | $ 22.65 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 22.65 | 360,577 | 103,883 | 477,581 | 400,681 | 560,391 | ||||||||||||
Class A Common Stock | Pubic Offering | Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Number of common stock issued | 5,000,000 | |||||||||||||||||
Gross proceeds from issuance of common stock | $ | $ 125,600,000 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 5,000,000 | |||||||||||||||||
Class T Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common Stock, shares authorized | 315,000,000 | 315,000,000 | 315,000,000 | 315,000,000 | ||||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Number of common stock issued | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Class T Common Stock | Subsequent Event | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Number of common stock issued | 4,000,000 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 4,000,000 | |||||||||||||||||
Class T Common Stock | Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common Stock, par value | $ / shares | $ 22.65 | |||||||||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 33 | $ 32 | $ 22 | $ 13 | ||||||||||||||
Number of common stock issued | 22.65 | 76,185 | 223,219 | 508,165 | 966,126 | |||||||||||||
Gross proceeds from issuance of common stock | $ | $ 96,500,000 | |||||||||||||||||
Common Stock, shares outstanding | 3,983,653 | 3,873,655 | 3,079,746 | 2,549,104 | 3,983,653 | 3,079,746 | 3,627,582 | 1,570,411 | ||||||||||
Number of common stock issued | $ / shares | $ 22.65 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 22.65 | 76,185 | 223,219 | 508,165 | 966,126 | |||||||||||||
Class W Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common Stock, shares authorized | 70,000,000 | 70,000,000 | 70,000,000 | 70,000,000 | ||||||||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Number of common stock issued | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Class W Common Stock | Subsequent Event | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Number of common stock issued | 1,100,000 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 1,100,000 | |||||||||||||||||
Class W Common Stock | Common Stock | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Common Stock, par value | $ / shares | $ 22.65 | |||||||||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 8 | $ 7 | $ 4 | $ 3 | ||||||||||||||
Number of common stock issued | 22.65 | 7,639 | 98,529 | 169,129 | 277,021 | |||||||||||||
Gross proceeds from issuance of common stock | $ | $ 25,200,000 | |||||||||||||||||
Common Stock, shares outstanding | 1,094,720 | 1,079,182 | 807,624 | 633,641 | 1,094,720 | 807,624 | 978,115 | 353,991 | ||||||||||
Number of common stock issued | $ / shares | $ 22.65 | |||||||||||||||||
Gross proceeds from issuance of common stock (in shares) | 22.65 | 7,639 | 98,529 | 169,129 | 277,021 | |||||||||||||
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 | |||||||||||||||||
Equity ownership percentage | 99.90% | 99.90% | ||||||||||||||||
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 | 0.10% | 0.10% | ||||||||||||||||
SmartStop Asset Management | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Percentage of interest owned by sponsor | 100.00% | |||||||||||||||||
Percentage of Property Management owned by sponsor | 100.00% | |||||||||||||||||
Percentage of non-voting equity interest | 15.00% | |||||||||||||||||
Agreement termination notice period | 60 days | |||||||||||||||||
Transfer Agent | ||||||||||||||||||
Organization And Nature Of Operations [Line Items] | ||||||||||||||||||
Percentage of membership interest owned by prior sponsor | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 30, 2020USD ($)Contract | Jan. 31, 2020USD ($) | Jun. 30, 2020USD ($)Contract | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)PropertyContractshares | Jun. 30, 2019USD ($)Property | Dec. 31, 2019USD ($)shares |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of contracts deemed to be in VIEs | Contract | 0 | 0 | 0 | ||||||
Payments to acquire intangible assets | $ 400,000 | $ 2,300,000 | |||||||
Business acquisition, transaction costs | $ 100,000 | $ 200,000 | 300,000 | 600,000 | |||||
Impairment losses recognized | 0 | 0 | 0 | 0 | |||||
Operating lease term | 10 years | ||||||||
Future minimum lease payments | $ 6,100,000 | ||||||||
Gross amounts of lease intangibles | $ 11,000,000 | 11,000,000 | 11,000,000 | $ 10,500,000 | |||||
Accumulated amortization of lease intangibles | 9,200,000 | 9,200,000 | 9,200,000 | 7,100,000 | |||||
Total estimated future amortization expense of intangible assets, year 2020 | 1,500,000 | 1,500,000 | 1,500,000 | ||||||
Total estimated future amortization expense of intangible assets, year 2021 | 300,000 | 300,000 | 300,000 | ||||||
Accumulated amortization of debt issuance costs | 70,000 | 70,000 | $ 70,000 | $ 4,000 | |||||
Maximum period for reimbursement of offering cost | 60 days | ||||||||
Maximum offering cost rate | 3.50% | ||||||||
Due to affiliates | $ 45,859 | $ 171,933 | |||||||
Amount issued under distribution reinvestment plan | $ 34 | $ 3 | $ 4 | ||||||
Minimum percentage of ordinary taxable income to be distributed to stockholders | 90.00% | ||||||||
Distribution | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Share issued under distribution reinvestment plan | shares | 38,000 | 62,000 | |||||||
Redemption total | $ 800,000 | $ 800,000 | $ 800,000 | $ 1,400,000 | |||||
Amount issued under distribution reinvestment plan | $ 700,000 | 700,000 | |||||||
Distribution | Accounts Payable and Accrued Liabilities | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Amount issued under distribution reinvestment plan current | 700,000 | ||||||||
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% | ||||||||
Minimum future dealer manager servicing fee percentage of proceeds from Primary Offering | 10.00% | ||||||||
Threshold limit of dealer manager servicing fees included in liability for future payment | 10.00% | 10.00% | 10.00% | ||||||
Due to affiliates | $ 1,600,000 | ||||||||
Increase (decrease) in additional paid in capital | 1,600,000 | ||||||||
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 | ||||||||
Revolving Credit Facility | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Accumulated amortization of debt issuance costs | $ 400,000 | $ 400,000 | $ 400,000 | $ 200,000 | |||||
Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Estimated useful life | 3 years | ||||||||
Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Estimated useful life | 5 years | ||||||||
ASU 2017-01 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of properties not deemed a business acquisition | Property | 2 | 2 | |||||||
Asset acquisition, capitalized transaction related costs | $ 40,000 | $ 65,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives Used to Depreciate Real Property Assets (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fixed Rate Notes Payable (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 135,608,700 | $ 109,105,977 |
Fixed Rate Secured Debt | ||
Debt Instrument [Line Items] | ||
Fair Value | 43,100,000 | 2,300,000 |
Carrying Value | $ 42,618,772 | $ 2,182,207 |
Real Estate Facilities - Summar
Real Estate Facilities - Summary of Activity in Real Estate Facilities (Detail) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Real estate facilities | |
Real estate facilities, beginning balance | $ 261,382,288 |
Facility acquisitions | 33,987,389 |
Improvements and additions | 1,251,354 |
Real estate facilities, ending balance | 296,621,031 |
Accumulated depreciation | |
Accumulated depreciation, beginning balance | (6,742,793) |
Depreciation expense | (3,744,727) |
Accumulated depreciation, ending balance | $ (10,487,520) |
Real Estate Facilities - Summ_2
Real Estate Facilities - Summary of Purchase Price Allocation for Acquisitions (Detail) | 6 Months Ended | |
Jun. 30, 2020USD ($) | ||
Asset Acquisition [Line Items] | ||
Real Estate Assets | $ 33,987,389 | |
Intangibles | 444,000 | |
Total | 34,431,389 | [1] |
Revenue | 104,951 | [2] |
Property Operating Income (Loss) | $ (143,429) | [2],[3] |
CA | Escondido Property | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Jan. 17, 2020 | [4] |
Real Estate Assets | $ 17,568,907 | [4] |
Total | 17,568,907 | [1],[4] |
Revenue | 70,410 | [2],[4] |
Property Operating Income (Loss) | $ (161,820) | [2],[3],[4] |
FL | Punta Gorda | ||
Asset Acquisition [Line Items] | ||
Acquisition Date | Jun. 18, 2020 | |
Real Estate Assets | $ 16,418,482 | |
Intangibles | 444,000 | |
Total | 16,862,482 | [1] |
Revenue | 34,541 | [2] |
Property Operating Income (Loss) | $ 18,391 | [2],[3] |
[1] | The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represents the amount 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 (loss) excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses. | |
[4] | The Escondido Property is a newly developed self storage facility that was acquired upon issuance of the certificate of occupancy. In conjunction with the acquisition, our approximately $2.3 million net preferred equity investment in the entity that developed the Escondido Property along with the preferred return was redeemed as a reduction to the purchase price. Such investment had an annual preferred return of 8%, paid quarterly, with an additional 4% preferred return redeemable at the close of the property. We accounted for this preferred equity investment using the equity method of accounting and it was included in other assets in the accompanying consolidated balance sheet as of December 31, 2019 |
Real Estate Facilities - Summ_3
Real Estate Facilities - Summary of Purchase Price Allocation for Acquisitions (Parenthetical) (Detail) - Escondido Property - CA $ in Millions | Jan. 17, 2020USD ($) |
Asset Acquisition [Line Items] | |
Net preferred equity investment | $ 2.3 |
Preferred rate of return | 8.00% |
Additional rate of return on investment | 4.00% |
Investments in Unconsolidated_3
Investments in Unconsolidated Real Estate Ventures - Summary of Investments in Unconsolidated Real Estate Ventures (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Carrying Value of Investment | $ 16,707,375 | $ 15,116,195 |
Oshawa Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | September 2018 | |
Real Estate Venture Status | Under Development | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 1,750,182 | 1,793,565 |
East York Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | January 2019 | |
Real Estate Venture Status | Commenced Operations June 16, 2020 | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 7,347,670 | 7,069,314 |
Brampton Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | September 2019 | |
Real Estate Venture Status | Under Development | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 3,814,249 | 3,249,402 |
Vaughan Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | August 2019 | |
Real Estate Venture Status | Under Development | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 3,700,720 | 2,902,858 |
Scarborough Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | Expected in second half of 2020 | |
Real Estate Venture Status | Pre-Development | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 70,774 | 74,847 |
Kingspoint Property | Ontario | ||
Schedule Of Equity Method Investments [Line Items] | ||
Date Real Estate Venture Acquired Land | Expected in second half of 2020 | |
Real Estate Venture Status | Pre-Development | |
Percentage of common units of limited partnership interests of Operating Partnership owned | 50.00% | |
Carrying Value of Investment | $ 23,780 | $ 26,209 |
Investments in Unconsolidated_4
Investments in Unconsolidated Real Estate Ventures - Additional Information (Detail) - SmartCentres | 1 Months Ended | |
Jan. 31, 2019CAD ($)ContributionAgreementTractsofLand | Jun. 30, 2020TractsofLand | |
Schedule Of Equity Method Investments [Line Items] | ||
Number of contribution agreements entered by subsidiary of sponsor | ContributionAgreement | 2 | |
Number of tracts of land | TractsofLand | 2 | 2 |
Ontario II Lots | ||
Schedule Of Equity Method Investments [Line Items] | ||
Percentage owned by general partner in the Limited Partnership | 50.00% | |
Scarborough Land | ||
Schedule Of Equity Method Investments [Line Items] | ||
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% | |
Earnest money may be forfeited upon failure of acquisition | $ 300,000 | |
Kingspoint Land | ||
Schedule Of Equity Method Investments [Line Items] | ||
Value of land to be contributed to limited partnership at fair market value | $ 3,300,000 | |
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% | |
Earnest money may be forfeited upon failure of acquisition | $ 300,000 |
Secured Debt - Summary of Debt
Secured Debt - Summary of Debt (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Oct. 10, 2018 |
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 135,608,700 | $ 109,105,977 | |
Debt issuance costs, net | (1,023,220) | (1,390,126) | |
Maturity Date | Sep. 1, 2031 | ||
Revolving KeyBank Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 63,000,000 | 107,000,000 | |
Interest Rate | 2.00% | ||
Maturity Date | Jun. 27, 2022 | ||
Katy Loan | |||
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 2,118,772 | 2,182,207 | |
Interest Rate | 6.40% | ||
Maturity Date | Sep. 1, 2031 | ||
CMBS Loan | |||
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 40,500,000 | ||
Interest Rate | 3.60% | ||
Maturity Date | Feb. 1, 2030 | ||
TCF Loan | |||
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 30,750,666 | ||
Interest Rate | 3.80% | ||
Maturity Date | Mar. 30, 2023 | ||
Secured Debt | |||
Line Of Credit Facility [Line Items] | |||
Total Secured Debt | $ 42,618,772 | 2,182,207 | |
Debt issuance costs, net | $ (760,738) | $ (76,230) |
Secured Debt - Additional Infor
Secured Debt - Additional Information (Details) | Jun. 30, 2020USD ($) | Jun. 18, 2020USD ($) | Mar. 30, 2020USD ($)SpecialEntity | Jan. 31, 2020USD ($)PropertySpecialEntity | Jan. 29, 2020USD ($) | Jan. 17, 2020USD ($) | Nov. 05, 2019USD ($)Property | Aug. 09, 2019USD ($) | Jun. 27, 2019USD ($) | Jul. 31, 2018USD ($)SpecialEntity | Jun. 30, 2020USD ($)MortgagedProperty | Jun. 30, 2019USD ($) | Oct. 10, 2018USD ($) |
Line Of Credit Facility [Line Items] | |||||||||||||
Weighted average interest rate | 2.90% | 2.90% | |||||||||||
Term loan maturity date | Sep. 1, 2031 | ||||||||||||
Repayments of debt | $ 7,000,000 | $ 68,000,000 | |||||||||||
KeyBank Bridge Loan | Escondido Property | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Revolving loan maturing date | Jul. 15, 2020 | ||||||||||||
Debt instrument carrying amount | $ 12,000,000 | ||||||||||||
Loan proceeds | $ 7,000,000 | ||||||||||||
Repayments of debt | $ 4,000,000 | $ 3,000,000 | |||||||||||
KeyBank CMBS Loan | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 3.56% | ||||||||||||
Minimum Number of Years to Defease the Loan | 2 years | ||||||||||||
LIBO Rate | KeyBank Bridge Loan | Escondido Property | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 275.00% | ||||||||||||
CMBS Loan | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Number of Special Purpose Entities | SpecialEntity | 7 | ||||||||||||
Number of collateral properties added | Property | 7 | ||||||||||||
Mortgage loan, amount | $ 40,500,000 | ||||||||||||
Proceeds from CMBS | $ 40,000,000 | ||||||||||||
Revolving loan maturing date | Feb. 1, 2030 | ||||||||||||
KeyBank Credit Facility | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Number of Special Purpose Entities | SpecialEntity | 6 | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 70,000,000 | ||||||||||||
Term loan maturity date | Jul. 31, 2019 | ||||||||||||
Extension fee payable, as percentage of then outstanding term loan amount | 2.50% | ||||||||||||
Applicable interest rate | 4.90% | ||||||||||||
Term loan fully paid date | Jun. 27, 2019 | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 135,000,000 | $ 100,000,000 | $ 55,000,000 | ||||||||||
Line of credit facility, amount drawn for repay outstanding credit | $ 16,000,000 | $ 9,000,000 | 65,000,000 | 43,000,000 | |||||||||
Line of credit, anticipate maximum borrowing capacity | 300,000,000 | ||||||||||||
Line of credit, anticipated minimum increments | $ 20,000,000 | ||||||||||||
Line of credit, additional borrowing capacity | $ 35,000,000 | $ 45,000,000 | |||||||||||
Number of properties acquired | Property | 4 | ||||||||||||
Number of collateral properties added | Property | 3 | ||||||||||||
Line of credit facility, outstanding | $ 63,000,000 | $ 63,000,000 | |||||||||||
Revolving loan initial term | 3 years | ||||||||||||
Revolving loan maturing date | Jun. 27, 2022 | ||||||||||||
Revolving loan extension option description | two one-year extension options | ||||||||||||
Credit agreement description | The Revolving KeyBank Credit Facility is a revolving loan with an initial term of three years, maturing on June 27, 2022, with two one-year extension options subject to certain conditions outlined further in the Revolving KeyBank Credit Facility. Monthly payments due pursuant to the Revolving KeyBank Credit Facility are interest-only and the principal balance is due at maturity. The Revolving KeyBank Credit Facility bears interest based on the type of borrowing. The ABR Loans bear interest at the lesser of (x) the Alternate Base Rate (as defined in the Revolving KeyBank Credit Facility) plus the Applicable Rate, or (y) the Maximum Rate (as defined in the Revolving KeyBank Credit Facility). The Eurodollar Loans bear interest at the lesser of (a) the Adjusted LIBO Rate (as defined in the Revolving KeyBank Credit Facility) for the Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the Revolving KeyBank Credit Facility). The Applicable Rate means the percentage rate corresponding to our total leverage, which are as follows for Eurodollar Loans: (1) 225 basis points with a total leverage ratio greater than or equal to 55%; (2) 200 basis points with a total leverage ratio greater than or equal to 45% but less than 55%; (3) 175 basis points with a total leverage ratio greater than or equal to 35% but less than 45%; and (4) 150 basis points with a total leverage ratio less than 35%. As of June 30, 2020, the total interest rate was approximately 2.0% which was based on LIBOR plus 175 basis points. Our Operating Partnership purchased an interest rate cap with a notional amount of $105 million, such that in no event will LIBOR exceed 3.0% thereon through July 1, 2021. | ||||||||||||
Number of mortgaged properties | MortgagedProperty | 11 | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Applicable Rate Condition One | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||||||
Debt service leverage ratio | 55.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Applicable Rate Condition Two | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Applicable Rate Condition Three | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Applicable Rate Condition Four | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | LIBO Rate | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 2.00% | 2.00% | |||||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||||||
Interest rate cap notional amount | $ 105,000,000 | $ 105,000,000 | |||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Maximum | Applicable Rate Condition Two | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service leverage ratio | 45.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Maximum | Applicable Rate Condition Three | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service leverage ratio | 35.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Maximum | LIBO Rate | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument interest rate limit | 3.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Minimum | Applicable Rate Condition Two | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service leverage ratio | 55.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Minimum | Applicable Rate Condition Three | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service leverage ratio | 45.00% | ||||||||||||
KeyBank Credit Facility | Revolving Credit Facility | Minimum | Applicable Rate Condition Four | Eurodollar Loans | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service leverage ratio | 35.00% | ||||||||||||
Katy Property | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 6.40% | ||||||||||||
Loan assumed to hold Katy Property | $ 2,300,000 | ||||||||||||
TCF Loan | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Number of Special Purpose Entities | SpecialEntity | 4 | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 31,500,000 | ||||||||||||
Term loan maturity date | Mar. 30, 2023 | Mar. 30, 2023 | |||||||||||
Applicable interest rate | 3.80% | 3.80% | |||||||||||
Line of credit facility, amount drawn for repay outstanding credit | 30,500,000 | ||||||||||||
Revolving loan initial term | 3 years | ||||||||||||
Revolving loan maturing date | Mar. 30, 2023 | ||||||||||||
Revolving loan extension option description | two one-year extension options | ||||||||||||
Line of credit facility, remaining borrowing capacity as interest holdback | 1,000,000 | ||||||||||||
TCF Loan | KeyBank Bridge Loan | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Repayments of debt | $ 4,000,000 | ||||||||||||
TCF Loan | Applicable Rate Condition Two | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 3.75% | 3.75% | |||||||||||
Interest rate cap notional amount | $ 30,500,000 | $ 30,500,000 | |||||||||||
TCF Loan | LIBO Rate | Applicable Rate Condition One | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||||
TCF Loan | LIBO Rate | Applicable Rate Condition Two | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||
TCF Loan | Maximum | Applicable Rate Condition One | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 3.75% | ||||||||||||
TCF Loan | Maximum | Applicable Rate Condition Two | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Applicable interest rate | 3.50% | ||||||||||||
TCF Loan | Maximum | LIBO Rate | Applicable Rate Condition Two | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt instrument interest rate limit | 0.75% | ||||||||||||
TCF Loan | Minimum | March 31, 2022 | |||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||
Debt service coverage ratio | 1.20 |
Secured Debt - Schedule of Secu
Secured Debt - Schedule of Secured Debt Future Principal Payments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt issuance costs, net | $ (1,023,220) | $ (1,390,126) |
Total | 135,608,700 | 109,105,977 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
2020 | 65,486 | |
2021 | 137,392 | |
2022 | 63,146,419 | |
2023 | 30,906,704 | |
2024 | 166,287 | |
2025 and thereafter | 41,947,150 | |
Total payments | 136,369,438 | |
Debt issuance costs, net | (760,738) | (76,230) |
Total | $ 42,618,772 | $ 2,182,207 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Jun. 30, 2020USD ($)Employee | Apr. 17, 2020 | Mar. 27, 2018 | Jun. 30, 2020USD ($)Employee | Jun. 30, 2019USD ($) |
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 | |||
Due to affiliates | $ 45,859 | $ 171,933 | |||
Tenant Programs | |||||
Related Party Transaction [Line Items] | |||||
Threshold percentage to purchase triggering member ownership interest in joint venture at fair market value | 95.00% | ||||
Tenant Programs | 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% | ||||
SmartStop Asset Management | |||||
Related Party Transaction [Line Items] | |||||
Agreement termination notice period | 60 days | ||||
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% | ||||
Minimum future dealer manager servicing fee percentage of proceeds from Primary Offering | 10.00% | ||||
Threshold limit of dealer manager servicing fees included in liability for future payment | 10.00% | 10.00% | |||
Due to affiliates | $ 1,600,000 | ||||
Increase (decrease) in additional paid in capital | $ 1,600,000 | ||||
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 | ||||
Advisory Agreement | Class W Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Percentage of offering cost without reimbursement | 1.15% | ||||
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 | ||||
Affiliate of Property Manager | Tenant Programs | |||||
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% | ||||
Tenant insurance revenue | $ 360,000 | 140,000 | |||
Storage Auction Program | |||||
Related Party Transaction [Line Items] | |||||
Auction fees | $ 5,000 | $ 5,000 | |||
Ownership Percentage | 50.00% | 50.00% |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Costs (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | $ 5,724,387 | $ 14,666,152 | |
Related party costs, Paid | 5,812,764 | 12,646,339 | |
Related party costs, Adjustment | [1] | (1,585,682) | |
Related party costs, Payable | 2,068,423 | 3,740,446 | |
Operating Expenses (Including Organizational Costs) | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 865,224 | 1,247,017 | |
Related party costs, Paid | 778,467 | 1,200,196 | |
Related party costs, Payable | 162,708 | 73,437 | |
Asset Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,547,660 | 2,027,231 | |
Related party costs, Paid | 1,588,046 | 1,989,408 | |
Related party costs, Payable | 5,270 | 45,656 | |
Property Management Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 669,585 | 1,014,881 | |
Related party costs, Paid | 669,585 | 1,014,881 | |
Transfer Agent Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 183,636 | 275,899 | |
Related party costs, Paid | 186,662 | 273,542 | |
Related party costs, Payable | 9,874 | 12,900 | |
Acquisition Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 267,646 | 652,167 | |
Related party costs, Paid | 267,646 | 652,167 | |
Capitalized Acquisition Expenses | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 10,800 | 44,740 | |
Related party costs, Paid | 10,800 | 44,740 | |
Selling Commissions | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 1,232,385 | 4,702,176 | |
Related party costs, Paid | 1,265,405 | 4,714,469 | |
Related party costs, Payable | 33,020 | ||
Dealer Manager Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 432,389 | 1,774,215 | |
Related party costs, Paid | 450,046 | 1,772,811 | |
Related party costs, Payable | 17,657 | ||
Stockholder Servicing Fees and Dealer Manager Servicing Fees | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | [2] | 417,202 | 2,661,417 |
Related party costs, Paid | [2] | 491,957 | 729,179 |
Related party costs, Adjustment | [1],[2] | (1,585,682) | |
Related party costs, Payable | [2] | 1,867,096 | 3,528,011 |
Offering Costs | |||
Related Party Transaction [Line Items] | |||
Related party costs, Incurred | 97,860 | 266,409 | |
Related party costs, Paid | 104,150 | 254,946 | |
Related party costs, Payable | $ 23,475 | $ 29,765 | |
[1] | As a result of the current suspension of our Primary Offering, termination of our Former Dealer Manager and the termination of our Primary Offering no later than September 13, 2020, we currently expect that the aggregate underwriting compensation from all sources will exceed 10 % at a date in the future, and therefore, we will cease paying a portion of the accrued Class W dealer manager servicing fees . Accordingly, as of June 30, 2020, we have reversed a portion of our liability for future payment of Class W dealer manager servicing fees in excess of the 10 % limitation, which resulted in an approximately $ 1.6 million reduction in Due to Affiliates and an increase in Additional Paid in Capital in the accompanying consolidated balance sheet . | ||
[2] | We pay our Former Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365 th th |
Related Party Transactions - _2
Related Party Transactions - Summary of Related Party Costs (Parenthetical) (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||
Due to affiliates | $ 45,859 | $ 171,933 |
Stockholder Servicing Fees and Dealer Manager Servicing Fees | ||
Related Party Transaction [Line Items] | ||
Underwriting compensation | 10.00% | |
Due to affiliates | $ 1,600,000 | |
Increase in additional paid in capital | $ 1,600,000 | |
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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Jul. 30, 2020 | Mar. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | |||||||||
Issuance of shares for distribution reinvestment plan | $ 1,797,306 | $ 1,672,889 | $ 1,241,912 | $ 833,499 | $ 3,470,195 | $ 2,075,411 | |||
Share redemption program expiry date | Apr. 29, 2020 | ||||||||
Amount issued under distribution reinvestment plan | $ 34 | $ 3 | $ 4 | ||||||
Distribution Reinvestment Plan | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Sales commission or dealer manager fee payable | 0 | $ 0 | |||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | ||||||||
Distribution Reinvestment Plan | Subsequent Event | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | ||||||||
Issuance of shares for distribution reinvestment plan | $ 50,000,000 | ||||||||
Distribution Reinvestment Plan | Class A Common Stock | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 242,000 | ||||||||
Distribution Reinvestment Plan | Class T Common Stock | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 186,000 | ||||||||
Distribution Reinvestment Plan | Class W Common Stock | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Issuance of shares for distribution reinvestment plan (in shares) | 42,000 | ||||||||
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 | ||||||||
Redemption total | $ 800,000 | $ 800,000 | $ 1,400,000 | ||||||
Amount issued under distribution reinvestment plan | $ 700,000 | ||||||||
Share issued on redemption request | 38,000 | 62,000 | |||||||
Share Redemption Program | Accounts Payable and Accrued Liabilities | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Amount issued under distribution reinvestment plan current | $ 700,000 | ||||||||
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 | 6 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule Of Quarterly Financial Information [Line Items] | ||||||||
Total revenues | $ 5,373,405 | $ 5,234,189 | $ 4,976,849 | $ 4,502,793 | $ 4,309,571 | $ 10,607,594 | $ 7,768,699 | |
Total operating expenses | 7,029,939 | 7,319,352 | 6,550,524 | 5,929,491 | 5,400,052 | 14,349,291 | 10,179,883 | |
Operating loss | (1,656,534) | (2,085,163) | (1,573,675) | (1,426,698) | (1,090,481) | (3,741,697) | (2,411,184) | |
Net loss | (2,892,936) | (3,582,750) | (2,440,506) | (1,959,538) | (2,752,178) | (6,475,686) | (5,168,684) | |
Net loss attributable to common stockholders | $ (2,890,446) | $ (3,579,544) | $ (2,438,027) | $ (1,957,502) | $ (2,748,977) | $ (2,412,725) | $ (6,469,990) | $ (5,161,702) |
Class A Common Stock | ||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||
Net loss per share-basic and diluted | $ (0.28) | $ (0.36) | $ (0.27) | $ (0.24) | $ (0.37) | $ (0.64) | $ (0.79) | |
Class T Common Stock | ||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||
Net loss per share-basic and diluted | (0.28) | (0.36) | (0.27) | (0.24) | (0.37) | (0.64) | (0.79) | |
Class W Common Stock | ||||||||
Schedule Of Quarterly Financial Information [Line Items] | ||||||||
Net loss per share-basic and diluted | $ (0.28) | $ (0.36) | $ (0.27) | $ (0.24) | $ (0.37) | $ (0.64) | $ (0.79) |
Declaration of Distributions -
Declaration of Distributions - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Class A Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.00427 |
Common stock daily distribution declared date | Mar. 30, 2020 |
Cash distribution, description | For the months of May, June, and July 2020, our board of directors authorized a daily distribution rate of approximately $0.00427 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 respective periods. |
Class T Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.00427 |
Common stock daily distribution declared date | Mar. 30, 2020 |
Cash distribution, description | For the months of May, June, and July 2020, our board of directors authorized a daily distribution rate of approximately $0.00427 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 respective periods. |
Class T Common Stock | Stockholder Servicing Fee | |
Schedule Of Stockholders Equity [Line Items] | |
Class T shares, net of stockholder servicing fee | $ 0.00361 |
Class W Common Stock | |
Schedule Of Stockholders Equity [Line Items] | |
Common stock daily distribution declared | $ 0.00427 |
Common stock daily distribution declared date | Mar. 30, 2020 |
Cash distribution, description | For the months of May, June, and July 2020, our board of directors authorized a daily distribution rate of approximately $0.00427 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 respective periods. |
Class W Common Stock | Dealer Manager Servicing Fee | |
Schedule Of Stockholders Equity [Line Items] | |
Class W shares, net of dealer manager servicing fee | $ 0.00396 |
Potential Acquisitions - Additi
Potential Acquisitions - Additional Information (Detail) - San Gabriel Property - CA - USD ($) | Jan. 04, 2018 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||
Purchase and sale agreement execution date | Jan. 4, 2018 | |
Purchase price for potential business acquisition | $ 15,400,000 | |
Potential business acquisition description | We expect to fund such acquisition with net proceeds from our offering and/or 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 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, shares in Millions | Aug. 11, 2020USD ($)shares | Jul. 30, 2020USD ($) | Jul. 23, 2020$ / shares | Jul. 09, 2020CAD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Jul. 30, 2020CAD ($) |
Subsequent Event [Line Items] | |||||||||||
Gross proceeds from issuance of common stock | $ | $ 23,918,663 | $ 69,162,026 | |||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 1,797,306 | $ 1,672,889 | $ 1,241,912 | $ 833,499 | $ 3,470,195 | $ 2,075,411 | |||||
Distribution Reinvestment Plan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | ||||||||||
Class A Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Mar. 30, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Class T Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Mar. 30, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Class T Common Stock | Stockholder Servicing Fee | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class T shares, net of stockholder servicing fee | $ 0.00361 | ||||||||||
Class W Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Mar. 30, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Class W Common Stock | Dealer Manager Servicing Fee | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class W shares, net of dealer manager servicing fee | $ 0.00396 | ||||||||||
Subsequent Event | Distribution Reinvestment Plan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of shares for distribution reinvestment plan | $ | $ 50,000,000 | ||||||||||
Amendment, suspension or termination period for distribution reinvestment plan | 10 days | ||||||||||
Subsequent Event | Class A Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Jul. 23, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Cash distribution record date start | Aug. 1, 2020 | ||||||||||
Cash distribution record date end | Aug. 31, 2020 | ||||||||||
Common stock issued in connection with offering | shares | 5.4 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 133,400,000 | ||||||||||
Subsequent Event | Class T Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Jul. 23, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Cash distribution record date start | Aug. 1, 2020 | ||||||||||
Cash distribution record date end | Aug. 31, 2020 | ||||||||||
Common stock issued in connection with offering | shares | 4 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 96,700,000 | ||||||||||
Subsequent Event | Class T Common Stock | Stockholder Servicing Fee | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class T shares, net of stockholder servicing fee | $ 0.00361 | ||||||||||
Subsequent Event | Class W Common Stock | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock daily distribution declared date | Jul. 23, 2020 | ||||||||||
Common stock daily distribution declared | $ 0.00427 | ||||||||||
Cash distribution record date start | Aug. 1, 2020 | ||||||||||
Cash distribution record date end | Aug. 31, 2020 | ||||||||||
Common stock issued in connection with offering | shares | 1.1 | ||||||||||
Gross proceeds from issuance of common stock | $ | $ 25,200,000 | ||||||||||
Subsequent Event | Class W Common Stock | Dealer Manager Servicing Fee | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Class W shares, net of dealer manager servicing fee | $ 0.00396 | ||||||||||
SmartCentres Financing | Master Mortgage Commitment Agreement | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument variable annual rate description | Interest on the SmartCentres Financing is a variable annual rate equal to the aggregate of: (i) the BA Equivalent Rate, plus: (ii) a margin based on the External Credit Rating, plus (iii) a margin under the Senior Credit Facility, each as defined and described further in the MMCA. | ||||||||||
SmartCentres Financing | Master Mortgage Commitment Agreement | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument increase in maximum borrowing capacity subject to certain conditions | $ | $ 120,000,000 | ||||||||||
Initial drawn amount | $ | $ 30,100,000 | ||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||
Revolving loan maturing date | May 11, 2021 | ||||||||||
Maximum loan to value ratio with respect to each JV property | 70.00% | ||||||||||
Percentage of guaranteed debt | 50.00% | ||||||||||
SmartCentres Financing | Master Mortgage Commitment Agreement | Subsequent Event | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument face amount | $ | $ 60,000,000 |