Investment in Storage Facilities and Intangible Assets | 4. INVESTMENT IN STORAGE FACILITIES AND INTANGIBLE ASSETS The following summarizes our activity in storage facilities during the nine months ended September 30, 2016. (dollars in thousands) Cost: Beginning balance $ 2,491,702 Acquisition of storage facilities 1,695,752 Improvements and equipment additions 38,282 Additions to consolidated subsidiary 2,164 Net increase in construction in progress 4,919 Dispositions (30,130 ) Ending balance $ 4,202,689 Accumulated Depreciation: Beginning balance $ 465,195 Additions during the period 59,587 Dispositions (11,066 ) Ending balance $ 513,716 On July 15, 2016, the Company acquired all of the outstanding partnership interests in LifeStorage, LP, a Delaware limited partnership (“LS”). Pursuant to the acquisition, the Company acquired 83 self-storage properties throughout the country, including the following markets: Chicago, Illinois; Las Vegas, Nevada; Sacramento, California; Austin, Texas; and Los Angeles, California. Pursuant to the terms of the Agreement and Plan of Merger dated as of May 18, 2016 by and among LS, the Operating Partnership, Solar Lunar Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Operating Partnership, and Fortis Advisors LLC, a Delaware limited liability company, as Sellers’ Representative, the Company paid aggregate consideration of approximately $1.3 billion, of which $482 million was paid to discharge existing indebtedness of LS (including prepayment penalties and defeasance costs totaling $15.5 million). The merger was funded with the existing cash that was generated primarily from the proceeds from the Company’s May 2016 common stock offering and the 2026 Senior Notes offering, and draws on the Company’s line of credit totaling $482 million. Including the LS acquisition, the Company acquired 120 facilities during the nine months ended September 30, 2016. The acquisition of two stores that were acquired at certificate of occupancy were accounted for as asset acquisitions. The cost of these stores, including closing costs, was assigned to land, building, equipment and improvements components based upon their relative fair values. The assets and liabilities of the other 118 storage facilities acquired in 2016, which primarily consist of tangible and intangible assets, are measured at fair value on the date of acquisition in accordance with the principles of FASB ASC Topic 820, “ Fair Value Measurements and Disclosures” (dollars in thousands) Consideration paid Acquisition Date Fair Value States Number Date of Purchase Cash Paid Value of Mortgage Net Other Land Building, In-Place Trade Closing FL 4 1/6/2016 $ 20,350 $ 20,246 $ — $ — $ 104 $ 6,646 $ 13,339 $ 365 $ — $ 389 CA 4 1/21/2016 78,750 78,562 — — 188 27,876 49,860 1,014 — 349 NH 5 1/21/2016 54,225 53,941 — — 284 12,902 40,428 895 — 596 MA 1 1/21/2016 11,375 11,350 — — 25 4,874 6,335 166 — 69 TX 3 1/21/2016 42,050 41,894 — — 156 23,487 18,000 563 — 263 AZ 1 2/1/2016 9,275 9,261 — — 14 988 8,224 63 — 124 FL 1 2/12/2016 11,274 11,270 — — 4 2,294 8,980 — — — PA 1 2/17/2016 5,750 5,732 — — 18 1,768 3,879 103 — 152 CO 1 2/29/2016 12,600 12,549 — — 51 4,528 7,915 157 — 176 CA 3 3/16/2016 68,832 63,965 4,472 — 395 22,647 45,371 814 — 277 CA 1 3/17/2016 17,320 17,278 — — 42 6,728 10,339 253 — 120 CA 1 4/11/2016 36,750 33,346 3,295 — 109 17,445 18,840 465 — 129 CT 2 4/14/2016 17,313 17,152 — — 161 6,142 10,904 267 — 180 NY 2 4/26/2016 24,312 20,143 — 4,249 (80 ) 5,710 18,201 401 — 348 FL 1 5/2/2016 8,100 4,006 — 4,036 58 3,018 4,922 160 — 149 TX 1 5/5/2016 10,800 10,708 — — 92 2,333 8,302 165 — 121 NY 2 5/19/2016 8,400 8,366 — — 34 714 7,521 165 — 188 CA, CO, FL, IL, MS, NV, TX, UT, WI 83 7/15/2016 1,299,989 1,335,332 — — (35,343 ) 150,620 1,085,979 46,890 16,500 25,328 SC 1 7/29/2016 8,620 8,617 — — 3 920 7,700 — — — CO 1 8/4/2016 8,900 8,831 — — 69 5,062 3,679 159 — 107 FL 1 9/27/2016 10,500 10,407 — — 93 2,809 7,523 168 — 232 Total acquired 2016 120 $ 1,765,485 $ 1,782,956 $ 7,767 $ 8,285 $ (33,523 ) $ 309,511 $ 1,386,241 $ 53,233 $ 16,500 $ 29,297 All of the properties acquired were purchased from unrelated third parties. The operating results of the facilities acquired have been included in the Company’s operations since the respective acquisition dates. The $1,783.0 million of cash paid for the properties acquired during 2016 includes payment for cash acquired of $40.8 million and $4.0 million of deposits that were paid in 2015 when certain of these properties originally went under contract. Both of these amounts are excluded from total cash payments for the acquisition of storage facilities in the consolidated statement of cash flows. Non-cash investing activities during 2016 include the issuance of $7.8 million in Operating Partnership Units, the assumption of two mortgages with outstanding balances of $8.3 million, and the assumption of net other liabilities of $7.3 million. The Company measures the fair value of in-place customer lease intangible assets based on the Company’s experience with customer turnover and the cost to replace the in-place leases. The Company amortizes in-place customer leases on a straight-line basis over 12 months (the estimated future benefit period). The Company measures the value of trade names, which have an indefinite life and are not amortized, by calculating discounted cash flows utilizing the relief from royalty method. In-place customer leases are included in other assets on the Company’s consolidated balance sheets as follows: Sep. 30, Dec. 31, (Dollars in thousands) 2016 2015 In-place customer leases $ 75,454 $ 22,320 Accumulated amortization (37,410 ) (21,017 ) Net carrying value at the end of period $ 38,044 $ 1,303 Amortization expense related to in-place customer leases was $13.5 million and $0.7 million for the three months ended September 30, 2016 and 2015, respectively and was $16.5 million and $2.7 million for the nine months ended September 30, 2016 and 2015, respectively. The Company expects to record $29.9 million and $24.7 million of amortization expense for the years ended December 31, 2016 and 2017, respectively. During the nine months ended September 30, 2016, the Company acquired 120 properties. The following pro forma information is based on the combined historical financial statements of the Company and the 120 properties acquired during the nine months ended September 30, 2016 as if the acquisitions had all occurred as of January 1, 2015. (Dollars in thousands, except per share data) Three Three Nine Nine Total revenues $ 131,421 $ 120,905 $ 383,991 $ 342,973 Net income attributable to common shareholders $ 34,946 $ 17,613 $ 121,262 $ 37,764 Earnings per common share Basic $ 0.76 $ 0.38 $ 2.63 $ 0.82 Diluted $ 0.75 $ 0.38 $ 2.62 $ 0.81 The above pro forma information includes the results of eight stores acquired by LS in 2016 and 17 stores acquired by LS in in 2015. These stores therefore were not owned by LS for the entire pro forma periods and results prior to LS ownership are not included in the above pro forma information. The above pro forma information also includes increases in amortization of in-place customer leases totaling $13.3 million and $39.9 million for the three and nine month periods ending September 30, 2015, respectively. As noted above, in-place customer leases are amortized over their estimated future benefit period of 12 months. Material, nonrecurring pro forma adjustments directly attributable to the business combinations and included in the above pro forma financial information include reductions to interest expense related to acquisition bridge financing totaling $7.3 million for the nine months ended September 30, 2016 and reductions to acquisition costs totaling $25.2 million and $29.3 million for the three and nine months ended September 30, 2016, respectively. The following table summarizes the revenues and earnings since the acquisition dates that are included in the Company’s consolidated statements of operations for the nine months ended September 30, 2016 related to the 120 properties acquired during the three and nine months ended September 30, 2016. (Dollars in thousands) Three Months Nine Months Total revenues $ 26,990 $ 38,711 Net loss attributable to common shareholders $ (37,356 ) $ (39,954 ) The above net losses attributable to common shareholders were primarily due to amortization of in-place customer leases acquired and the acquisition costs incurred in connection with the 2016 acquisitions. Property Dispositions During 2016 the Company sold eight non-strategic properties with a carrying value of $18.8 million and received cash proceeds of $34.1 million, resulting in a $15.3 million gain on sale. During 2015 the Company sold three non-strategic properties purchased in 2014 and 2015 with a carrying value of $5.1 million and received cash proceeds of $4.6 million, resulting in a $0.5 million loss on sale. The following table summarizes the revenues and expenses up to the dates of sale of the 11 properties sold in 2016 and 2015 that are included in the Company’s consolidated statements of operations for 2016 and 2015. (Dollars in thousands) Three Months Three Months Nine Months Nine Months Total operating revenues $ — $ 1,249 $ 2,324 $ 3,508 Property operations and maintenance expense — (377 ) (614 ) (1,022 ) Real estate tax expense — (72 ) (98 ) (210 ) Depreciation and amortization expense — (197 ) (359 ) (547 ) Gain (loss) on sale of storage facilities — — 15,270 (7 ) $ — $ 603 $ 16,523 $ 1,722 Change in Signage Useful Life Estimates The change in name of the Company’s storage facilities from Uncle Bob’s Self Storage ® ® ® The accelerated depreciation reduced basic earnings per share/unit by approximately $0.10 and $0.11 for the three and nine months ended September 30, 2016, respectively, and reduced diluted earnings per share/unit by approximately $0.10 for the three and nine months ended September 30, 2016. |