UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20182019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-55928

 

Strategic Storage Trust IV, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Maryland

81-2847976

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

10 Terrace Road,

Ladera Ranch, California 92694

(Address of principal executive offices)

(877) 327-3485

(Registrant’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

  

Accelerated filer

  

Non-accelerated filer

  

Smaller reporting company

  

 

 

Emerging growth company

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of November 2, 2018,1, 2019, there were 2,740,8454,438,831 outstanding shares of Class A common stock, 1,369,7143,466,079 outstanding shares of Class T common stock and 317,143940,817 outstanding shares of Class W common stock of the registrant.

 

 

 


FORM 10-Q

STRATEGIC STORAGE TRUST IV, INC.

TABLE OF CONTENTS

 

 

 

Page
No.

 

Cautionary Note Regarding Forward-Looking Statements

2

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Consolidated Financial Statements:

3

 

Consolidated Balance Sheets as of September 30, 20182019 (unaudited) and December 31, 20172018

4

 

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 and 2017 (unaudited)

5

 

Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2019 and 2018 and 2017 (unaudited)

6

 

Consolidated StatementStatements of Equity for the NineThree Months Ended March 31, 2018, June 30, 2018, and September 30, 2018 (unaudited)

7

 

Consolidated Statements of Equity for the Three Months Ended March 31, 2019, June 30, 2019, and September 30, 2019 (unaudited)

8

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 and 2017 (unaudited)

89

 

Notes to Consolidated Financial Statements (unaudited)

910

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3031

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4041

Item 4.

Controls and Procedures

41

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

4142

Item 1A.

Risk Factors

4142

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4244

Item 3.

Defaults Upon Senior Securities

4244

Item 4.

Mine Safety Disclosures

4244

Item 5.

Other Information

4345

Item 6.

Exhibits

4345

 

 


1


CAUTIONARY NOTE REGARDING FORWARD-LOOKINGFORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Storage Trust IV, Inc., other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations and provide distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. See the risk factors identified in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017,2018, as filed with the Securities and Exchange Commission, as supplemented by the risk factors included in Part II, Item 1A of this Form 10-Q, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.


2


PART I. FINANCIALFINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The information furnished in the accompanying unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive loss, equity and cash flows reflects all adjustments (consisting of normal and recurring adjustments) that are, in management’s opinion, necessary for a fair and consistent presentation of the aforementioned consolidated financial statements.

The accompanying consolidated financial statements should be read in conjunction with the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report on Form 10-Q. The accompanying consolidated financial statements should also be read in conjunction with our consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017. 2018. Our results of operations for the three and nine months ended September 30, 20182019 are not necessarily indicative of the operating results expected for the full year.

3



STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

September 30, 2018

(Unaudited)

 

 

December 31,

2017

 

 

September

30, 2019

(Unaudited)

 

 

December 31,

2018

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate facilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

17,541,323

 

 

$

1,713,976

 

 

$

44,974,823

 

 

$

26,485,823

 

Buildings

 

 

58,738,040

 

 

 

9,614,412

 

 

 

135,060,134

 

 

 

103,015,323

 

Site improvements

 

 

3,294,504

 

 

 

1,011,151

 

 

 

9,934,577

 

 

 

6,478,932

 

 

 

79,573,867

 

 

 

12,339,539

 

 

 

189,969,534

 

 

 

135,980,078

 

Accumulated depreciation

 

 

(908,060

)

 

 

(138,219

)

 

 

(5,215,003

)

 

 

(1,769,436

)

 

 

184,754,531

 

 

 

134,210,642

 

Construction in process

 

 

279,269

 

 

 

 

Real estate facilities, net

 

 

78,665,807

 

 

 

12,201,320

 

 

 

185,033,800

 

 

 

134,210,642

 

Cash and cash equivalents

 

 

11,984,471

 

 

 

21,929,125

 

 

 

5,544,598

 

 

 

15,672,258

 

Restricted cash

 

 

94,761

 

 

 

123,182

 

Investments in unconsolidated real estate ventures

 

 

10,702,762

 

 

 

859,531

 

Other assets, net

 

 

7,973,844

 

 

 

1,221,753

 

 

 

6,540,753

 

 

 

6,919,074

 

Debt issuance costs, net of accumulated amortization

 

 

1,074,042

 

 

 

 

Intangible assets, net of accumulated amortization

 

 

2,380,217

 

 

 

451,889

 

 

 

3,077,818

 

 

 

4,158,073

 

Total assets

 

$

101,004,339

 

 

$

35,804,087

 

 

$

212,068,534

 

 

$

161,942,760

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured debt, net

 

$

16,594,621

 

 

$

 

 

$

44,143,987

 

 

$

63,777,861

 

Accounts payable and accrued liabilities

 

 

3,231,887

 

 

 

3,027,701

 

Due to affiliates

 

 

1,562,548

 

 

 

587,628

 

 

 

3,811,986

 

 

 

1,720,633

 

Accounts payable and accrued liabilities

 

 

1,384,508

 

 

 

301,273

 

Distributions payable

 

 

510,698

 

 

 

216,415

 

 

 

1,020,286

 

 

 

603,497

 

Total liabilities

 

 

20,052,375

 

 

 

1,105,316

 

 

 

52,208,146

 

 

 

69,129,692

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable common stock

 

 

1,464,069

 

 

 

183,420

 

 

 

4,962,204

 

 

 

2,093,989

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Strategic Storage Trust IV, Inc. equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued

and outstanding at September 30, 2018 and December 31, 2017

 

 

 

 

 

 

Class A Common stock, $0.001 par value; 315,000,000 shares authorized; 2,628,095 and

1,253,576 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

2,628

 

 

 

1,254

 

Class T Common stock, $0.001 par value; 315,000,000 shares authorized; 1,254,073 and

426,228 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

1,254

 

 

 

426

 

Class W Common stock, $0.001 par value; 70,000,000 shares authorized; 291,296 and 110,646 shares

issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

292

 

 

 

111

 

Preferred Stock, $0.001 par value; 200,000,000 shares authorized; NaN issued

and outstanding at September 30, 2019 and December 31, 2018

 

 

 

 

 

 

Class A Common stock, $0.001 par value; 315,000,000 shares authorized;

4,334,705 and 2,962,849 shares issued and outstanding at September 30, 2019

and December 31, 2018, respectively

 

 

4,336

 

 

 

2,964

 

Class T Common stock, $0.001 par value; 315,000,000 shares authorized;

3,383,974 and 1,570,411 shares issued and outstanding at September 30, 2019

and December 31, 2018, respectively

 

 

3,384

 

 

 

1,570

 

Class W Common stock, $0.001 par value; 70,000,000 shares authorized;

915,484 and 353,991 shares issued and outstanding at September 30, 2019

and December 31, 2018, respectively

 

 

915

 

 

 

354

 

Additional paid-in capital

 

 

87,698,825

 

 

 

36,653,000

 

 

 

181,730,816

 

 

 

102,710,956

 

Distributions

 

 

(4,412,177

)

 

 

(1,079,785

)

 

 

(13,863,013

)

 

 

(6,106,597

)

Accumulated deficit

 

 

(3,933,974

)

 

 

(1,230,755

)

 

 

(13,058,244

)

 

 

(5,939,040

)

Accumulated other comprehensive loss

 

 

(21,874

)

 

 

 

 

 

(46,146

)

 

 

(96,670

)

Total Strategic Storage Trust IV, Inc. equity

 

 

79,334,974

 

 

 

34,344,251

 

 

 

154,772,048

 

 

 

90,573,537

 

Noncontrolling interests in our Operating Partnership

 

 

152,921

 

 

 

171,100

 

 

 

126,136

 

 

 

145,542

 

Total equity

 

 

79,487,895

 

 

 

34,515,351

 

 

 

154,898,184

 

 

 

90,719,079

 

Total liabilities and equity

 

$

101,004,339

 

 

$

35,804,087

 

 

$

212,068,534

 

 

$

161,942,760

 

 

See notes to consolidated financial statements.


4


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

1,556,081

 

 

$

129,163

 

 

$

2,733,203

 

 

$

244,209

 

 

$

4,454,337

 

 

$

1,556,081

 

 

$

12,173,703

 

 

$

2,733,203

 

Ancillary operating revenue

 

 

9,756

 

 

 

264

 

 

 

14,851

 

 

 

348

 

 

 

48,456

 

 

 

9,756

 

 

 

97,789

 

 

 

14,851

 

Total revenues

 

 

1,565,837

 

 

 

129,427

 

 

 

2,748,054

 

 

 

244,557

 

 

 

4,502,793

 

 

 

1,565,837

 

 

 

12,271,492

 

 

 

2,748,054

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

452,601

 

 

 

59,233

 

 

 

841,322

 

 

 

119,066

 

 

 

1,653,511

 

 

 

452,601

 

 

 

4,145,330

 

 

 

841,322

 

Property operating expenses – affiliates

 

 

252,681

 

 

 

23,863

 

 

 

439,602

 

 

 

40,779

 

 

 

767,862

 

 

 

252,681

 

 

 

2,078,575

 

 

 

439,602

 

General and administrative

 

 

399,505

 

 

 

153,069

 

 

 

1,199,057

 

 

 

447,951

 

 

 

672,582

 

 

 

399,505

 

 

 

1,782,454

 

 

 

1,199,057

 

Depreciation

 

 

453,153

 

 

 

36,496

 

 

 

784,592

 

 

 

73,330

 

 

 

1,261,774

 

 

 

453,153

 

 

 

3,533,813

 

 

 

784,592

 

Intangible amortization expense

 

 

492,867

 

 

 

38,877

 

 

 

846,386

 

 

 

77,754

 

 

 

1,340,317

 

 

 

492,867

 

 

 

3,774,255

 

 

 

846,386

 

Acquisition expense – affiliates

 

 

193,113

 

 

 

46,242

 

 

 

492,199

 

 

 

94,378

 

 

 

159,371

 

 

 

193,113

 

 

 

481,857

 

 

 

492,199

 

Other property acquisition expenses

 

 

150,090

 

 

 

31,580

 

 

 

619,890

 

 

 

63,906

 

 

 

74,074

 

 

 

150,090

 

 

 

313,089

 

 

 

619,890

 

Total operating expenses

 

 

2,394,010

 

 

 

389,360

 

 

 

5,223,048

 

 

 

917,164

 

 

 

5,929,491

 

 

 

2,394,010

 

 

 

16,109,373

 

 

 

5,223,048

 

Operating loss

 

 

(828,173

)

 

 

(259,933

)

 

 

(2,474,994

)

 

 

(672,607

)

 

 

(1,426,698

)

 

 

(828,173

)

 

 

(3,837,881

)

 

 

(2,474,994

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(141,539

)

 

 

 

 

 

(141,539

)

 

 

 

 

 

(476,423

)

 

 

(141,539

)

 

 

(2,109,907

)

 

 

(141,539

)

Interest expense – debt issuance costs

 

 

(248,450

)

 

 

 

 

 

(248,450

)

 

 

 

 

 

(61,784

)

 

 

(248,450

)

 

 

(1,157,426

)

 

 

(248,450

)

Other

 

 

32,884

 

 

 

 

 

 

153,973

 

 

 

 

 

 

5,367

 

 

 

32,884

 

 

 

(23,007

)

 

 

153,973

 

Net loss

 

 

(1,185,278

)

 

 

(259,933

)

 

 

(2,711,010

)

 

 

(672,607

)

 

 

(1,959,538

)

 

 

(1,185,278

)

 

 

(7,128,221

)

 

 

(2,711,010

)

Net loss attributable to the noncontrolling interests

in our Operating Partnership

 

 

2,721

 

 

 

3,034

 

 

 

7,791

 

 

 

12,589

 

 

 

2,036

 

 

 

2,721

 

 

 

9,017

 

 

 

7,791

 

Net loss attributable to Strategic Storage Trust IV, Inc.

common stockholders

 

$

(1,182,557

)

 

$

(256,899

)

 

$

(2,703,219

)

 

$

(660,018

)

 

$

(1,957,502

)

 

$

(1,182,557

)

 

$

(7,119,204

)

 

$

(2,703,219

)

Net loss per Class A share—basic and diluted

 

$

(0.31

)

 

$

(0.35

)

 

$

(0.90

)

 

$

(1.43

)

 

$

(0.24

)

 

$

(0.31

)

 

$

(1.00

)

 

$

(0.90

)

Net loss per Class T share—basic and diluted

 

$

(0.31

)

 

$

(0.35

)

 

$

(0.90

)

 

$

(1.43

)

 

$

(0.24

)

 

$

(0.31

)

 

$

(1.00

)

 

$

(0.90

)

Net loss per Class W share—basic and diluted

 

$

(0.31

)

 

$

(0.35

)

 

$

(0.90

)

 

$

(1.43

)

 

$

(0.24

)

 

$

(0.31

)

 

$

(1.00

)

 

$

(0.90

)

Weighted average Class A shares outstanding—basic and

diluted

 

 

2,446,890

 

 

 

613,965

 

 

 

1,971,170

 

 

 

420,271

 

 

 

4,140,431

 

 

 

2,446,890

 

 

 

3,724,703

 

 

 

1,971,170

 

Weighted average Class T shares outstanding—basic and

diluted

 

 

1,122,980

 

 

 

73,599

 

 

 

821,524

 

 

 

25,116

 

 

 

3,237,246

 

 

 

1,122,980

 

 

 

2,684,644

 

 

 

821,524

 

Weighted average Class W shares outstanding—basic and

diluted

 

 

266,935

 

 

 

43,837

 

 

 

200,782

 

 

 

16,729

 

 

 

863,071

 

 

 

266,935

 

 

 

691,591

 

 

 

200,782

 

See notes to consolidated financial statements.

5



STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net loss

 

$

(1,185,278

)

 

$

(259,933

)

 

$

(2,711,010

)

 

$

(672,607

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

8,118

 

 

 

-

 

 

 

(21,874

)

 

 

-

 

Comprehensive loss

 

 

(1,177,160

)

 

 

(259,933

)

 

 

(2,732,884

)

 

 

(672,607

)

Comprehensive loss attributable to noncontrolling

   interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to the noncontrolling

   interests in our Operating Partnership

 

 

2,684

 

 

 

3,034

 

 

 

7,854

 

 

 

12,589

 

Comprehensive loss attributable to Strategic Storage

   Trust IV, Inc. common stockholders

 

$

(1,174,476

)

 

$

(256,899

)

 

$

(2,725,030

)

 

$

(660,018

)

See notes to consolidated financial statements.


Strategic Storage Trust IV, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

Class W

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Number of

Shares

 

 

Common

Stock

Par  Value

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Additional

Paid-in

Capital

 

 

Distributions

 

 

Accumulated

Deficit

 

 

Accumulated Other Comprehensive Loss

 

 

Total Strategic Storage

Trust  IV, Inc.

Equity

 

 

Noncontrolling Interests in

our Operating

Partnership

 

 

Total

Equity

 

 

Redeemable

Common

Stock

 

Balance as of December 31, 2017

 

 

1,253,576

 

 

$

1,254

 

 

 

426,228

 

 

$

426

 

 

 

110,646

 

 

$

111

 

 

$

36,653,000

 

 

$

(1,079,785

)

 

$

(1,230,755

)

 

$

 

 

$

34,344,251

 

 

$

171,100

 

 

$

34,515,351

 

 

$

183,420

 

Gross proceeds from issuance of common stock

 

 

1,336,051

 

 

 

1,336

 

 

 

811,623

 

 

 

812

 

 

 

176,581

 

 

 

177

 

 

 

56,956,978

 

 

 

 

 

 

 

 

 

 

 

 

56,959,303

 

 

 

 

 

 

56,959,303

 

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,915,786

)

 

 

 

 

 

 

 

 

 

 

 

(5,915,786

)

 

 

 

 

 

(5,915,786

)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,307,604

)

 

 

 

 

 

 

 

 

 

 

 

(1,307,604

)

 

 

 

 

 

(1,307,604

)

 

 

1,307,604

 

Redemptions of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,955

)

Issuance of restricted stock

 

 

3,000

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,332,392

)

 

 

 

 

 

 

 

 

(3,332,392

)

 

 

 

 

 

(3,332,392

)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,388

)

 

 

(10,388

)

 

 

 

Issuance of shares for distribution reinvestment plan

 

 

35,468

 

 

 

35

 

 

 

16,222

 

 

 

16

 

 

 

4,069

 

 

 

4

 

 

 

1,307,549

 

 

 

 

 

 

 

 

 

 

 

 

1,307,604

 

 

 

 

 

 

1,307,604

 

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,688

 

 

 

 

 

 

 

 

 

 

 

 

4,688

 

 

 

 

 

 

4,688

 

 

 

 

Net loss attributable to Strategic Storage Trust IV, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,703,219

)

 

 

 

 

 

(2,703,219

)

 

 

 

 

 

(2,703,219

)

 

 

 

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,791

)

 

 

(7,791

)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,874

)

 

 

(21,874

)

 

 

 

 

 

(21,874

)

 

 

 

Balance as of September 30, 2018

 

 

2,628,095

 

 

$

2,628

 

 

 

1,254,073

 

 

$

1,254

 

 

 

291,296

 

 

$

292

 

 

$

87,698,825

 

 

$

(4,412,177

)

 

$

(3,933,974

)

 

$

(21,874

)

 

$

79,334,974

 

 

$

152,921

 

 

$

79,487,895

 

 

$

1,464,069

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

Net loss

 

$

(1,959,538

)

 

$

(1,185,278

)

 

$

(7,128,221

)

 

$

(2,711,010

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(92,210

)

 

 

8,118

 

 

 

50,524

 

 

 

(21,874

)

Comprehensive loss

 

 

(2,051,748

)

 

 

(1,177,160

)

 

 

(7,077,697

)

 

 

(2,732,884

)

Comprehensive loss attributable to noncontrolling

   interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss attributable to the noncontrolling

   interests in our Operating Partnership

 

 

2,148

 

 

 

2,684

 

 

 

8,965

 

 

 

7,854

 

Comprehensive loss attributable to Strategic Storage Trust

   IV, Inc. common stockholders

 

$

(2,049,600

)

 

$

(1,174,476

)

 

$

(7,068,732

)

 

$

(2,725,030

)

 

See notes to consolidated financial statements.

 

 


6


STrategicStrategic Storage Trust IV, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSEQUITY

(Unaudited)

 

 

 

Nine Months Ended

September 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(2,711,010

)

 

$

(672,607

)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

1,630,978

 

 

 

151,084

 

Amortization of debt issuance costs

 

 

248,450

 

 

 

 

Stock based compensation expense related to issuance of restricted stock

 

 

4,688

 

 

 

 

Increase (decrease) in cash and cash equivalents from change in assets and liabilities:

 

 

 

 

 

 

 

 

Other assets, net

 

 

(878,437

)

 

 

(612,683

)

Accounts payable and accrued liabilities

 

 

458,460

 

 

 

113,844

 

Due to affiliates

 

 

74,501

 

 

 

54,596

 

Net cash used in operating activities

 

 

(1,172,370

)

 

 

(965,766

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of real estate

 

 

(69,833,589

)

 

 

(4,950,000

)

Additions to real estate

 

 

(175,453

)

 

 

 

Deposits on acquisitions of real estate

 

 

(3,160,312

)

 

 

(325,000

)

Return of deposits on acquisitions of real estate

 

 

750,000

 

 

 

 

Investment in equity method investment

 

 

(2,500,000

)

 

 

 

Investment in joint ventures

 

 

(875,977

)

 

 

 

Net cash used in investing activities

 

 

(75,795,331

)

 

 

(5,275,000

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of non-revolving secured debt

 

 

17,000,000

 

 

 

 

Gross proceeds from issuance of common stock

 

 

57,418,717

 

 

 

24,428,472

 

Offering costs

 

 

(4,980,127

)

 

 

(3,632,433

)

Distributions paid to common stockholders

 

 

(1,742,075

)

 

 

(382,189

)

Distributions paid to noncontrolling interests in our Operating Partnership

 

 

(11,005

)

 

 

(7,762

)

Debt issuance costs

 

 

(662,463

)

 

 

 

Net cash provided by financing activities

 

 

67,023,047

 

 

 

20,406,088

 

Net change in cash and cash equivalents

 

 

(9,944,654

)

 

 

14,165,322

 

Cash and cash equivalents, beginning of period

 

 

21,929,125

 

 

 

201,000

 

Cash and cash equivalents, end of period

 

$

11,984,471

 

 

$

14,366,322

 

Supplemental disclosures and non-cash transactions:

 

 

 

 

 

 

 

 

     Cash paid for interest

 

$

72,937

 

 

$

 

Proceeds from issuance of common stock in other assets

 

$

 

 

$

142,800

 

Offering costs included in due to affiliates

 

$

1,030,872

 

 

$

289,233

 

Offering costs included in accounts payable and accrued liabilities

 

$

71,039

 

 

$

28,156

 

Redemption of common stock in accounts payable and accrued liabilities

 

$

26,955

 

 

$

 

Distributions payable

 

$

510,698

 

 

$

120,213

 

Issuance of shares pursuant to distribution reinvestment plan

 

$

1,307,604

 

 

$

31,391

 

Foreign currency translation adjustment in accounts payable and accrued liabilities

 

$

21,874

 

 

$

 

Other assets included in accounts payable accrued liabilities

 

$

313,293

 

 

$

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

Class W

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Strategic

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Additional

Paid-in

Capital

 

 

Distributions

 

 

Accumulated

Deficit

 

 

Other

Comprehensive Income (Loss)

 

 

Storage

Trust IV, Inc.

Equity

 

 

Interests in

our Operating

Partnership

 

 

Total

Equity

 

 

Redeemable

Common

Stock

 

Balance as of December 31, 2017

 

 

1,253,576

 

 

$

1,254

 

 

 

426,228

 

 

$

426

 

 

 

110,646

 

 

$

111

 

 

$

36,653,000

 

 

$

(1,079,785

)

 

$

(1,230,755

)

 

$

 

 

$

34,344,251

 

 

$

171,100

 

 

$

34,515,351

 

 

$

183,420

 

Gross proceeds from issuance of

   common stock

 

 

419,205

 

 

 

419

 

 

 

214,459

 

 

 

215

 

 

 

42,801

 

 

 

42

 

 

 

16,606,278

 

 

 

 

 

 

 

 

 

 

 

 

16,606,954

 

 

 

 

 

 

16,606,954

 

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,850,357

)

 

 

 

 

 

 

 

 

 

 

 

(1,850,357

)

 

 

 

 

 

(1,850,357

)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(291,645

)

 

 

 

 

 

 

 

 

 

 

 

(291,645

)

 

 

 

 

 

(291,645

)

 

 

291,645

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(798,791

)

 

 

 

 

 

 

 

 

(798,791

)

 

 

 

 

 

(798,791

)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,425

)

 

 

(3,425

)

 

 

 

Issuance of shares for

   distribution reinvestment plan

 

 

8,252

 

 

 

8

 

 

 

3,245

 

 

 

3

 

 

 

924

 

 

 

1

 

 

 

291,633

 

 

 

 

 

 

 

 

 

 

 

 

291,645

 

 

 

 

 

 

291,645

 

 

 

 

Net loss attributable to Strategic

   Storage Trust IV, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(566,467

)

 

 

 

 

 

(566,467

)

 

 

 

 

 

(566,467

)

 

 

 

Net loss attributable to the

   noncontrolling interests

   in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,280

)

 

 

(2,280

)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,371

)

 

 

(13,371

)

 

 

 

 

 

(13,371

)

 

 

 

Balance as of March 31, 2018

 

 

1,681,033

 

 

 

1,681

 

 

 

643,932

 

 

 

644

 

 

 

154,371

 

 

 

154

 

 

 

51,408,909

 

 

 

(1,878,576

)

 

 

(1,797,222

)

 

 

(13,371

)

 

 

47,722,219

 

 

 

165,395

 

 

 

47,887,614

 

 

 

475,065

 

Gross proceeds from issuance of

   common stock

 

 

543,346

 

 

 

543

 

 

 

284,893

 

 

 

285

 

 

 

90,176

 

 

 

91

 

 

 

22,523,496

 

 

 

 

 

 

 

 

 

 

 

 

22,524,415

 

 

 

 

 

 

22,524,415

 

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,325,026

)

 

 

 

 

 

 

 

 

 

 

 

(2,325,026

)

 

 

 

 

 

(2,325,026

)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(428,340

)

 

 

 

 

 

 

 

 

 

 

 

(428,340

)

 

 

 

 

 

(428,340

)

 

 

428,340

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,098,595

)

 

 

 

 

 

 

 

 

(1,098,595

)

 

 

 

 

 

(1,098,595

)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,460

)

 

 

(3,460

)

 

 

 

Issuance of shares for

   distribution reinvestment plan

 

 

11,818

 

 

 

12

 

 

 

5,097

 

 

 

5

 

 

 

1,358

 

 

 

1

 

 

 

428,322

 

 

 

 

 

 

 

 

 

 

 

 

428,340

 

 

 

 

 

 

428,340

 

 

 

 

Net loss attributable to Strategic Storage

   Trust IV, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(954,195

)

 

 

 

 

 

(954,195

)

 

 

 

 

 

(954,195

)

 

 

 

Net loss attributable to the

   noncontrolling interests

   in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,790

)

 

 

(2,790

)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,621

)

 

 

(16,621

)

 

 

 

 

 

(16,621

)

 

 

 

Balance as of June 30, 2018

 

 

2,236,197

 

 

 

2,236

 

 

 

933,922

 

 

 

934

 

 

 

245,905

 

 

 

246

 

 

 

71,607,361

 

 

 

(2,977,171

)

 

 

(2,751,417

)

 

 

(29,992

)

 

 

65,852,197

 

 

 

159,145

 

 

 

66,011,342

 

 

 

903,405

 

Gross proceeds from issuance of

   common stock

 

 

373,500

 

 

 

374

 

 

 

312,271

 

 

 

312

 

 

 

43,604

 

 

 

44

 

 

 

17,827,204

 

 

 

 

 

 

 

 

 

 

 

 

17,827,934

 

 

 

 

 

 

17,827,934

 

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,740,403

)

 

 

 

 

 

 

 

 

 

 

 

(1,740,403

)

 

 

 

 

 

(1,740,403

)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(587,619

)

 

 

 

 

 

 

 

 

 

 

 

(587,619

)

 

 

 

 

 

(587,619

)

 

 

587,619

 

Redemptions of common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,955

)

Issuance of restricted stock

 

 

3,000

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,435,006

)

 

 

 

 

 

 

 

 

(1,435,006

)

 

 

 

 

 

(1,435,006

)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,503

)

 

 

(3,503

)

 

 

 

Issuance of shares for

   distribution reinvestment plan

 

 

15,398

 

 

 

15

 

 

 

7,880

 

 

 

8

 

 

 

1,787

 

 

 

2

 

 

 

587,594

 

 

 

 

 

 

 

 

 

 

 

 

587,619

 

 

 

 

 

 

587,619

 

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,688

 

 

 

 

 

 

 

 

 

 

 

 

4,688

 

 

 

 

 

 

4,688

 

 

 

 

Net loss attributable to Strategic

   Storage Trust IV, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,182,557

)

 

 

 

 

 

(1,182,557

)

 

 

 

 

 

(1,182,557

)

 

 

 

Net loss attributable to the

   noncontrolling interests

   in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,721

)

 

 

(2,721

)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,118

 

 

 

8,118

 

 

 

 

 

 

8,118

 

 

 

 

Balance as of September 30, 2018

 

 

2,628,095

 

 

$

2,628

 

 

 

1,254,073

 

 

$

1,254

 

 

 

291,296

 

 

$

292

 

 

$

87,698,825

 

 

$

(4,412,177

)

 

$

(3,933,974

)

 

$

(21,874

)

 

$

79,334,974

 

 

$

152,921

 

 

$

79,487,895

 

 

$

1,464,069

 


7


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

Class W

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Strategic

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Number of

Shares

 

 

Common

Stock

Par  Value

 

 

Number of

Shares

 

 

Common

Stock

Par Value

 

 

Additional

Paid-in

Capital

 

 

Distributions

 

 

Accumulated

Deficit

 

 

Other

Comprehensive Income (Loss)

 

 

Storage

Trust IV, Inc.

Equity

 

 

Interests in

our Operating

Partnership

 

 

Total

Equity

 

 

Redeemable

Common

Stock

 

Balance as of December 31, 2018

 

 

2,962,849

 

 

$

2,964

 

 

 

1,570,411

 

 

$

1,570

 

 

 

353,991

 

 

$

354

 

 

$

102,710,956

 

 

$

(6,106,597

)

 

$

(5,939,040

)

 

$

(96,670

)

 

$

90,573,537

 

 

$

145,542

 

 

$

90,719,079

 

 

$

2,093,989

 

Gross proceeds from issuance of

   common stock

 

 

560,391

 

 

 

560

 

 

 

966,126

 

 

 

966

 

 

 

277,021

 

 

 

277

 

 

 

43,669,267

 

 

 

 

 

 

 

 

 

 

 

 

43,671,070

 

 

 

 

 

 

43,671,070

 

 

 

 

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

 

 

(3,660

)

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

(4

)

 

 

(83,187

)

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

 

 

20,407

 

 

 

20

 

 

 

12,567

 

 

 

13

 

 

 

2,629

 

 

 

3

 

 

 

833,463

 

 

 

 

 

 

 

 

 

 

 

 

833,499

 

 

 

 

 

 

833,499

 

 

 

 

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

 

 

 

 

Balance as of March 31, 2019

 

 

3,539,987

 

 

 

3,540

 

 

 

2,549,104

 

 

 

2,549

 

 

 

633,641

 

 

 

634

 

 

 

142,217,673

 

 

 

(8,151,615

)

 

 

(8,351,765

)

 

 

(87,622

)

 

 

125,633,394

 

 

 

138,336

 

 

 

125,771,730

 

 

 

2,844,301

 

Gross proceeds from issuance of

   common stock

 

 

400,681

 

 

 

401

 

 

 

508,165

 

 

 

508

 

 

 

169,129

 

 

 

169

 

 

 

26,131,578

 

 

 

 

 

 

 

 

 

 

 

 

26,132,656

 

 

 

 

 

 

26,132,656

 

 

 

 

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

 

 

(3,606

)

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

(3

)

 

 

 

 

 

(3

)

 

 

(234,481

)

Issuance of restricted stock

 

 

2,000

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

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

 

 

25,873

 

 

 

26

 

 

 

22,477

 

 

 

22

 

 

 

4,854

 

 

 

4

 

 

 

1,241,860

 

 

 

 

 

 

 

 

 

 

 

 

1,241,912

 

 

 

 

 

 

1,241,912

 

 

 

 

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

 

 

 

 

Balance as of June 30, 2019

 

 

3,964,935

 

 

 

3,966

 

 

 

3,079,746

 

 

 

3,079

 

 

 

807,624

 

 

 

807

 

 

 

165,773,659

 

 

 

(10,838,375

)

 

 

(11,100,742

)

 

 

46,064

 

 

 

143,888,458

 

 

 

131,673

 

 

 

144,020,131

 

 

 

3,851,732

 

Gross proceeds from issuance of

   common stock

 

 

343,524

 

 

 

344

 

 

 

282,339

 

 

 

283

 

 

 

102,093

 

 

 

102

 

 

 

17,625,837

 

 

 

 

 

 

 

 

 

 

 

 

17,626,566

 

 

 

 

 

 

17,626,566

 

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,703,021

)

 

 

 

 

 

 

 

 

 

 

 

(1,703,021

)

 

 

 

 

 

(1,703,021

)

 

 

 

Reimbursement of offering costs

   by Advisor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,593

 

 

 

 

 

 

 

 

 

 

 

 

26,593

 

 

 

 

 

 

26,593

 

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,455,199

)

 

 

 

 

 

 

 

 

 

 

 

(1,455,199

)

 

 

 

 

 

(1,455,199

)

 

 

1,455,199

 

Redemptions of common stock

 

 

(4,668

)

 

 

(5

)

 

 

(5,678

)

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

(11

)

 

 

(344,727

)

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,024,638

)

 

 

 

 

 

 

 

 

(3,024,638

)

 

 

 

 

 

(3,024,638

)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,501

)

 

 

(3,501

)

 

 

 

Issuance of shares for

   distribution reinvestment plan

 

 

30,914

 

 

 

31

 

 

 

27,567

 

 

 

28

 

 

 

5,767

 

 

 

6

 

 

 

1,455,134

 

 

 

 

 

 

 

 

 

 

 

 

1,455,199

 

 

 

 

 

 

1,455,199

 

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,813

 

 

 

 

 

 

 

 

 

 

 

 

7,813

 

 

 

 

 

 

7,813

 

 

 

 

Net loss attributable to Strategic

   Storage Trust IV, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,957,502

)

 

 

 

 

 

(1,957,502

)

 

 

 

 

 

(1,957,502

)

 

 

 

Net loss attributable to the noncontrolling

   interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,036

)

 

 

(2,036

)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(92,210

)

 

 

(92,210

)

 

 

 

 

 

(92,210

)

 

 

 

Balance as of September 30, 2019

 

 

4,334,705

 

 

$

4,336

 

 

 

3,383,974

 

 

$

3,384

 

 

 

915,484

 

 

$

915

 

 

$

181,730,816

 

 

$

(13,863,013

)

 

$

(13,058,244

)

 

$

(46,146

)

 

$

154,772,048

 

 

$

126,136

 

 

$

154,898,184

 

 

$

4,962,204

 

 

See notes to consolidated financial statements.

 

8


STrategic Storage Trust IV, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

Nine Months Ended

 

 

 

September 30, 2019

 

 

September 30, 2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(7,128,221

)

 

$

(2,711,010

)

Adjustments to reconcile net loss to cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

7,308,068

 

 

 

1,630,978

 

Amortization of debt issuance costs

 

 

593,946

 

 

 

248,450

 

Stock based compensation expense related to issuance of

   restricted stock

 

 

17,188

 

 

 

4,688

 

Increase (decrease) in cash and cash equivalents from change in assets

   and liabilities:

 

 

 

 

 

 

 

 

Other assets, net

 

 

(746,080

)

 

 

(878,437

)

Accounts payable and accrued liabilities

 

 

237,589

 

 

 

458,460

 

Due to affiliates

 

 

114,874

 

 

 

74,501

 

Net cash provided by (used in) operating activities

 

 

397,364

 

 

 

(1,172,370

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of real estate

 

 

(55,190,181

)

 

 

(69,833,589

)

Additions to real estate facilities

 

 

(653,091

)

 

 

(175,453

)

Deposits on acquisitions of real estate

 

 

(100,000

)

 

 

(2,400,000

)

Investments in unconsolidated real estate ventures

 

 

(9,168,451

)

 

 

(875,977

)

Deposits on acquisitions of investments in unconsolidated real estate ventures

 

 

(474,158

)

 

 

(760,312

)

Return of deposit on acquisition of real estate

 

 

 

 

 

750,000

 

Return of (investment in) preferred equity method investment

 

 

150,000

 

 

 

(2,500,000

)

Net cash used in investing activities

 

 

(65,435,881

)

 

 

(75,795,331

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of revolving secured debt

 

 

52,000,000

 

 

 

 

Proceeds from issuance of secured debt

 

 

6,000,000

 

 

 

17,000,000

 

Repayment of revolving secured debt

 

 

(10,000,000

)

 

 

 

Repayment of secured debt

 

 

(68,000,000

)

 

 

 

Scheduled principal payments on secured debt

 

 

(90,006

)

 

 

 

Debt issuance costs

 

 

(1,211,856

)

 

 

(662,463

)

Gross proceeds from issuance of common stock

 

 

86,851,407

 

 

 

57,418,717

 

Offering costs

 

 

(6,449,156

)

 

 

(4,980,127

)

Redemption of common stock

 

 

(399,733

)

 

 

 

Distributions paid to common stockholders

 

 

(3,807,794

)

 

 

(1,742,075

)

Distributions paid to noncontrolling interest in our Operating Partnership

 

 

(10,426

)

 

 

(11,005

)

Net cash provided by financing activities

 

 

54,882,436

 

 

 

67,023,047

 

Net change in cash, cash equivalents and restricted cash

 

 

(10,156,081

)

 

 

(9,944,654

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

15,795,440

 

 

 

21,929,125

 

Cash, cash equivalents and restricted cash, end of period

 

$

5,639,359

 

 

$

11,984,471

 

Supplemental disclosures and non-cash transactions:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

2,241,020

 

 

$

72,937

 

Deposits applied to purchase of real estate

 

$

900,000

 

 

$

 

Deposits applied to purchase of investments in unconsolidated real estate ventures

 

$

560,313

 

 

$

 

Construction in process included in accounts payable and accrued liabilities

 

$

219,453

 

 

$

 

Proceeds from issuance of common stock in accounts payable and accrued liabilities

 

$

680,000

 

 

$

 

Offering costs included in due to affiliates

 

$

2,060,360

 

 

$

1,030,872

 

Offering costs included in accounts payable and accrued liabilities

 

$

20,392

 

 

$

71,039

 

Redemption of common stock in accounts payable and accrued liabilities

 

$

344,875

 

 

$

26,955

 

Distributions payable

 

$

1,020,286

 

 

$

510,698

 

Issuance of shares pursuant to distribution reinvestment plan

 

$

3,530,610

 

 

$

1,307,604

 

Foreign currency translation adjustment

 

$

50,524

 

 

$

(21,874

)

Other assets, net included in accrued expenses

 

$

 

 

$

313,293

 

See notes to consolidated financial statements.

9


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 20182019

(Unaudited)

Note 1. Organization

Strategic Storage Trust IV, Inc., a Maryland corporation (the “Company”), was formed on June 1, 2016 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities. The Company’s year-end is December 31. As used in this report, “we,” “us,” “our” and “Company” refer to Strategic Storage Trust IV, Inc. and each of our subsidiaries.

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, and its operating partnership, Strategic Storage Operating Partnership II, L.P., entered into a Delaware limited liability company organizedseries of transactions, agreements, and amendments to its existing agreements and arrangements (such agreements and amendments are referred to collectively as the “Self Administration Transaction”), with our Prior Sponsor, and its affiliates, pursuant to which, effective as of June 28, 2019, SST II acquired the self storage advisory, asset management, property management, investment management, and Tenant Programs (as defined in 2013, isNote 6) of SAM, along with certain other assets, including SAM’s sole membership interest in SmartStop Storage Advisors, LLC, which owned all of the membership interests of our advisor and our property manager. 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 Offering of shares of our common stock, (our “Sponsor”), as described below. Our Sponsor is a company focused on providing real estate advisory, asset management, and property management services. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor IV, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management IV, LLC (our “Property Manager”).

We have no0 employees. Our Advisor, a Delaware limited liability company, was formed on May 31, 2016. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we entered into with our Advisor (our “Advisory Agreement”) on March 3, 2017. TheA majority of our officers are also officers of our Advisor as well as a majority of the officers ofand our Sponsor, are also officers of us.Sponsor.

On June 15, 2016, our Advisor purchased 44 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Incorporation authorized 30,000 shares of common stock with a par value of $0.001. Our Articles of Amendment and Restatement, which were filed with the State Department of Assessments and Taxation of Maryland on January 17, 2017, authorized 700,000,000 shares of common stock with a par value of $0.001, of which 315,000,000 shares are designated as Class A shares, 315,000,000 shares are designated as Class T shares, and 70,000,000 shares are designated as Class W shares, and 200,000,000 shares of preferred stock with a par value of $0.001. Upon the filing of our Articles of Amendment and Restatement, our Advisor’s 44 shares of our common stock were classified as Class A shares. We are offering a maximum of $1.0 billion in common shares for sale to the public (the “Primary Offering”) and $95.0 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering”“Public Offering”).

On January 25, 2017, we sold approximately 360,577 Class A shares for $7.5 million to an institutional account investor pursuant to a private offering transaction (the “Private Offering Transaction” and together with the Public Offering, the “Offerings”). Due to the proceeds raised in our Private Offering Transaction, there was not a minimum number of shares we needed to sell before accepting subscriptions for the Primary Offering. On March 17, 2017 (the “Effective Date”), the Securities and Exchange Commission (“SEC”) declared our registration statement effective and we commenced formal operations. As of September 30, 2018,2019, approximately 2,264,0004.0 million Class A shares for gross offering proceeds of approximately $56.4$99.0 million, approximately 1,254,0003.4 million Class T shares for gross offering proceeds of approximately $30.4$81.9 million and approximately 291,0000.9 million Class W shares for gross offering proceeds of approximately $6.6$20.8 million had been sold in the Public Offering.

On June 20, 2019, 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, 2019. As a result of the calculation of our estimated value per share, effective on June 21, 2019, the offering price of Class A shares became $24.89 per share, the offering price of Class T shares became $24.10 per share, and the offering price of Class W shares became $22.65 per share. In addition, shares sold pursuant to our distribution reinvestment plan are now sold at $22.65 per share for Class A, Class T, and Class W shares, effective for distribution payments being paid beginning in July 2019.

10


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

We have invested, and intend to continue to invest, the net proceeds from the Offeringour Offerings primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of September 30, 2018,2019, we owned seven17 operating self storage properties located in five6 states (California, Florida, Nevada, New Jersey, Texas and Washington).

As of September 30, 2019, we owned 50% equity interests in 4 unconsolidated real estate ventures in the Greater Toronto Area that are intended to be developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust (“SmartCentres”) owning the other 50% of such entities. In addition, we had entered into 2 other contribution agreements with respect to 2 separate tracts of land in the Greater Toronto Area owned by SmartCentres. For more information, see Note 4.

Our operating partnership, Strategic Storage Operating Partnership IV, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on June 2, 2016. On June 15, 2016, our Advisor purchased a limited partnership interest in our Operating Partnership for $200,000 (8,889 partnership units) and on June 15, 2016, we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership owns,will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire.acquire in the future. As of September 30, 2018,2019, we owned approximately 99.8%99.9% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 0.2%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 is Select Capital Corporation, a California corporation (our “Dealer Manager”). On February 10, 2017, the Company executed a dealer manager agreement, as amended (the “Dealer Manager Agreement”), with our Dealer Manager. Our Dealer Manager is responsible for marketing our shares to be offered pursuant to our Primary Offering. Our Prior Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager and affiliates of our Dealer Manager own a 2.5% non-voting membership interest in our Advisor.Manager.

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.

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STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC.

Principles of Consolidation

Our financial statements, and the financial statements of our Operating Partnership, including its wholly-owned subsidiaries, are consolidated in the accompanying consolidated financial statements. The portion of these entities not wholly-owned by us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated in consolidation.


Consolidation Considerations

Current accounting guidance provides a framework for identifying a variable interest entity (“VIE”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements. In general, a VIE is an entity or other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. Generally, a VIE should be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) has the power to direct the VIE’s most significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interest at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. Our Operating Partnership is deemed to be a VIE and is consolidated by the Company as the primary beneficiary.

As of September 30, 2019 and December 31, 2017,2018, we had not0t entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our Operating Partnership. As of September 30, 2018, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than three joint ventures with SmartCentres and oneour preferred equity investment, which are all accounted for under the equity method of accounting.  Please see Notes 3Note 4 and 10. Note 10 – Escondido Property. Other than the entities noted above, we do not currently have any relationships with unconsolidated entities or financial partnerships.

Under the equity method, our investments will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments.

Noncontrolling Interest in Consolidated Entities

We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management will adjust such estimates when facts and circumstances dictate. Actual results could materially differ from those estimates. The most significant estimates made include the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the determination if certain entities should be consolidated, the evaluation of potential impairment of long-lived assets, and the estimated useful lives of real estate assets and intangibles.

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STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Cash and Cash Equivalents

We consider all short-term, highly liquid investments that are readily convertible to cash with a maturity of three months or less at the time of purchase to be cash equivalents.

We may maintain cash and cash equivalents in financial institutions in excess of insured limits, but believe this risk will be mitigated by only investing in or through major financial institutions.


Restricted Cash

Restricted cash consists primarily of impound reserve accounts for property taxes, insurance and capital improvements in connection with the requirements of one 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.vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $2.8$2.7 million and $600,000$5.5 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the nine months ended September 30, 20182019 and the year ended December 31, 2017,2018, respectively. We do not expect, nor to date have we recorded, intangible assets for the value of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent.

Allocation of purchase price to acquisitions of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.    

In January 2017, the FASB issued Accounting Standards Update 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework provides guidance for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. We adopted this ASU on January 1, 2018. We expect thatDuring the nine months ended September 30, 2019 and 2018, our acquisitions of real estate or in-substance real estate willhave not meetmet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. As a result, once an acquisition is deemed probable, transaction costs are capitalized rather than expensed. During the nine months ended September 30, 2019 and 2018, we acquired five3 and 5 properties, respectively, that did not meet the revised definition of a business, and we capitalized approximately $90,000 and $184,000, respectively, of acquisition-related transaction costs.

During the three months ended September 30, 2019 and 2018, we expensed approximately $0.2 million and $0.3 million, respectively, of acquisition-related transaction costs that would have otherwise been expensed under the guidance in effect prior to January 1, 2018.

did not meet our capitalization criteria. During the three and nine months ended September 30, 2019 and 2018, we expensed approximately $340,000$0.8 million and $1.1 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.criteria

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 nine months ended September 30, 2019 and 2018, and 2017, no0 impairment losses were recognized.


13


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Revenue Recognition

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally 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 approximately 50,000 square feet of warehouse space. The lease contains scheduled base rent increases and future minimum lease payments totaling approximately $6.9 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’s estimate of the allowance is based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future.

Real Estate Facilities

Real estate facilities are recorded based on relative fair value as of the date of acquisition. We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.

Depreciation of Real Property Assets

Our management is required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.

Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives
as follows:

 

Description

Standard Depreciable Life

Land

Not Depreciated

Buildings

35 years

Site Improvements

7 -107-10 years

 

Depreciation of Personal Property Assets

Personal property assets consist primarily of furniture, fixtures and equipment and are depreciated on a straight-line basis over the estimated useful lives generally ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets.

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rates for the period. All related adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Transactions denominated in a currency other than the functional currency of the related operation are recorded at rates of exchange in effect at the date of the transaction. Gains or losses on foreign currency transactions are recorded in other income (expense).


Intangible Assets

We have allocated a portion of our real estate purchase price to in-place lease intangibles. We are amortizing in-place lease intangibles on a straight-line basis over the estimated future benefit period. As of September 30, 2019 and December 31, 2018, the gross amounts allocated to in-place lease intangibles was approximately $3.4$8.8 million and $6.1 million, respectively, and accumulated amortization of in-place lease intangibles totaled approximately $1.0 million.  As of December 31, 2017, the gross amounts allocated to in-place lease intangibles were approximately $600,000$5.7 million and accumulated amortization of in-place lease intangibles totaled approximately $150,000.$1.9 million, respectively.

The total estimated future amortization expense of intangible assets for the years ending December 31, 2018, 2019 and 2020 is approximately $0.5 million, $1.8$1.2 million and $0.1$1.9 million, respectively, and noneNaN for the years thereafter.

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STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining nonour revolving debtcredit facility are presented as debt issuance costs on theour consolidated balance sheets as a reduction of the related debt (see Note 5).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 September 30, 20182019 and December 31, 2017,2018, accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $0.1 million and NaN, 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 September 30, 2019 and December 31, 2018, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.2$4,000 and $0.4 million, and none, respectively.

Organization and Offering Costs

Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.15% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we will recognize as a capital contribution from our Advisor. Organization and offering costs funded by our Advisor are recognized as a liability in our consolidated financial statements as of September 30, 2018 and December 31, 2017, as we had a present responsibility to reimburse our Advisor after the Effective Date of the Primary Offering. Our Advisor must reimburse us within 60 days after the end of the month in which the Offeringinitial 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 Dealer Manager will receive a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from the sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan),which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our


Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fee, equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding.

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STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Our Dealer Manager enters into participating dealer agreements with certain other broker-dealers which authorizesauthorize them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager will re-allow all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager will also receive reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Offering, may not exceed 3% of gross offering proceeds from sales in the 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. Our redeemable common shares are contingently redeemable at the option of the holder. When we determine we have a mandatory obligation to repurchase shares under the share redemption program, we will reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

For the nine months ended September 30, 2018,2019, we received one redemption requestrequests totaling approximately $27,000$660,000 (approximately 1,20029,000 shares), approximately $320,000 of which waswere fulfilled during the nine months ended September 30, 2019, with the remaining approximately $340,000 included in accounts payable and accrued liabilities as of September 30, 2018,2019, and fulfilled in October 2018.2019. For the year ended December 31, 2017,2018, we did not receive anyreceived redemption requests for redemptions.

totaling approximately $110,000 (approximately 4,900 shares), approximately $30,000 of which were fulfilled during the year ended December 31, 2018, with the remaining approximately $80,000 included in accounts payable and accrued liabilities as of December 31, 2018, and fulfilled in January 2019.

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.


16


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Fair Value Measurements

Under GAAP, we are required to measure certain financial instruments at fair value on a recurring basis. In addition, we are required to measure other financial instruments and balances at fair value on a non-recurring basis. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we will use when measuring fair value:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;

Level 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 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.

Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level that is significant to the fair value measurement in its entirety.

The accounting guidance for fair value measurements and disclosures provides a framework for measuring fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In determining fair value, we will utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment will be necessary to interpret Level 2 and 3 inputs in determining fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we will present will be indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions. The fair values of these assets and liabilities were determined as of the acquisition dates using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity. In general, we consider multiple valuation techniques when measuring fair values. However, in certain circumstances, a single valuation technique may be appropriate. All of the fair values of the assets and liabilities as of the acquisition dates were derived using Level 3 inputs.

The carrying amounts of cash and cash equivalents, tenant account receivables,restricted cash, other assets, variable – rate debt, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value.

We had no assets or liabilities that required fair value measurement on a recurring basis as ofThe table below summarizes our fixed rate note payable at September 30, 20182019 and December 31, 2017.2018. The estimated fair value of financial instruments are subjective in nature and are 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 note payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange.  


 

September 30, 2019

 

 

December 31, 2018

 

 

Fair

Value

 

 

Carrying

Value

 

 

Fair

Value

 

 

Carrying

Value

 

Fixed Rate Secured Debt

$

2,380,000

 

 

$

2,213,176

 

 

$

2,350,000

 

 

$

2,303,182

 

17


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2017. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

Even if we continue to qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

We filed elections to treat our TRS as a taxable REIT subsidiary. In general, the TRS performs additional services for our customers and generally engages in any real estate or non-real estate related business. The TRS is subject to corporate federal and state income tax. The TRS follows accounting guidance which requires the use of the asset and liability method. Deferred income taxes represent the tax effect of future differences between the book and tax bases of assets and liabilities.

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented is computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of shares outstanding during the period, excluding unvested restricted stock.  Diluted earnings per share is computed by including the dilutive effect of unvested restricted stock, utilizing the treasury stock method. For all periods presented the dilutive effect of unrestrictedunvested restricted stock was not included in the diluted weighted average shares as such shares were antidilutive.

Recently Issued Accounting Guidance

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” as ASC Topic 606. The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new standard, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. This ASU was applied using the modified retrospective approach. We have determined that our self storage rental revenues are not subject to the guidance in ASU 2014-09, as they qualify as lease contracts, which are excluded from its scope. We adopted this ASU on January 1, 2018 and its adoption did not have a material impact on our consolidated financial statements.


In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 amends the guidance on accounting for leases. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU 2016-02, lessor accounting is largely unchanged. It also includes extensive amendments to the disclosure requirements. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted for financial statements that have not yet been made available for issuance. ASU 2016-02 requires aWe adopted this standard on January 1, 2019 using the modified retrospective transition approach, for leases existing at, or entered into after,without applying the beginning of the earliestprovisions to comparative period presented in the financial statements. While we continue to evaluate the standard, based upon our assessment to date, we doperiods presented. Its adoption did not anticipate the adoption of this standard will have a material impact on our consolidated financial statements becauseas substantially all of our lease revenues are derived from month-to-month leases and, as lessee, we have no significant leases. In addition, the new standard requires our expected loss related to collectability of rental payments, previously reflected in property operating expenses as bad debt expense, to be reflected as an adjustment to self storage rental revenue. The impact of this was a reduction in both self storage rental revenue and property operating expenses of approximately $70,000 and $140,000 for the three and nine months ended September 30, 2019, respectively.

18


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Note 3. Real Estate Facilities

The following summarizes the activity in real estate facilities during the nine months ended September 30, 2018:2019:

 

Real estate facilities

 

 

 

 

 

 

Balance at December 31, 2017

$

12,339,539

 

Balance at December 31, 2018

$

135,980,078

 

Facility acquisitions

 

67,058,875

 

 

53,396,181

 

Improvements and additions

 

175,453

 

 

593,275

 

Balance at September 30, 2018

$

79,573,867

 

Balance at September 30, 2019

$

189,969,534

 

Accumulated depreciation

 

 

 

 

 

 

Balance at December 31, 2017

$

(138,219

)

Balance at December 31, 2018

$

(1,769,436

)

Depreciation expense

 

(769,841

)

 

(3,445,567

)

Balance at September 30, 2018

$

(908,060

)

Balance at September 30, 2019

$

(5,215,003

)

 

The following table summarizes the purchase price allocationallocations for our acquisitions during the nine months ended September 30, 2018:2019:

 

Property

 

Acquisition

Date

 

Real Estate

Assets

 

 

Intangibles

 

 

Total(1)

 

 

2018

Revenue(2)

 

 

2018

Property

Operating

Income (2) (3)

 

Riverside - CA

 

3/27/18

 

$

6,583,372

 

 

$

281,736

 

 

$

6,865,108

 

 

$

332,410

 

 

$

170,548

 

Las Vegas I -NV

 

4/05/18

 

 

8,841,728

 

 

 

346,682

 

 

 

9,188,410

 

 

 

359,339

 

 

 

233,202

 

Puyallup -WA

 

5/22/18

 

 

12,958,853

 

 

 

672,423

 

 

 

13,631,276

 

 

 

446,031

 

 

 

307,101

 

Las Vegas II - NV

 

7/18/18

 

 

12,353,623

 

 

 

501,662

 

 

 

12,855,285

 

 

 

201,294

 

 

 

146,294

 

Naples - FL

 

8/01/18

 

 

26,321,299

 

 

 

972,211

 

 

 

27,293,510

 

 

 

319,163

 

 

 

254,793

 

 

 

 

 

$

67,058,875

 

 

$

2,774,714

 

 

$

69,833,589

 

 

$

1,658,237

 

 

$

1,111,938

 

Property

 

Acquisition

Date

 

Real Estate

Assets

 

 

Intangibles

 

 

Total(1)

 

 

2019

Revenue(2)

 

 

2019

Property

Operating

Income(2)(3)

 

Plant City – FL

 

01/08/19

 

$

13,688,543

 

 

$

831,000

 

 

$

14,519,543

 

 

$

1,019,653

 

 

$

646,638

 

Newark – NJ

 

03/26/19

 

 

28,616,948

 

 

 

1,429,000

 

 

 

30,045,948

 

 

 

1,631,619

 

 

 

1,140,948

 

Redmond – WA

 

07/23/19

 

 

11,090,690

 

 

 

434,000

 

 

 

11,524,690

 

 

 

154,691

 

 

 

82,450

 

 

 

 

 

$

53,396,181

 

 

$

2,694,000

 

 

$

56,090,181

 

 

$

2,805,963

 

 

$

1,870,036

 

 

(1)

The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent cashthe 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 excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses.

Note 4. Investments in Unconsolidated Real Estate Ventures

We have entered into joint venture agreements with a subsidiary of SmartCentres, an unaffiliated third party, for tracts of land owned by SmartCentres that are intended to be developed into self storage facilities.

The Company accounts for these investments using the equity method of accounting and they 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.

19


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

The following table summarizes our investments in unconsolidated real estate ventures:


 

 

 

 

 

 

 

 

 

 

Carrying Value of

Investment

 

 

 

 

 

Location

 

Date Real Estate

Venture Acquired

Land

 

Equity

Ownership %

 

 

September 30,

2019

 

 

December 31,

2018

 

 

Expected

Completion

Oshawa

   Property

 

Oshawa, Ontario

 

September 2018

 

50%

 

 

$

804,772

 

 

$

620,214

 

 

Second half of 2020

East York

   Property

 

East York, Ontario

 

January 2019

 

50%

 

 

 

5,784,353

 

 

 

 

 

Fourth quarter of 2019

Brampton

   Property

 

Brampton, Ontario

 

September 2019

 

50%

 

 

 

2,412,993

 

 

 

2,693

 

 

Second half of 2020

Vaughan

   Property

 

Vaughan, Ontario

 

August 2019

 

50%

 

 

 

1,648,676

 

 

 

236,624

 

 

Second half of 2020

Scarborough

   Property

 

Scarborough, Ontario

 

Expected in first half of 2020

 

50%

 

 

 

26,202

 

 

 

 

 

Second half of 2021

Kingspoint

   Property

 

Kingspoint, Ontario

 

Expected in first half of 2020

 

50%

 

 

 

25,766

 

 

 

 

 

Second half of 2021

 

 

 

 

 

 

 

 

 

 

$

10,702,762

 

 

$

859,531

 

 

 

Joint VentureVentures with SmartCentres – Scarborough and Kingspoint

In August 2018,January 2019, one of our subsidiaries entered into a2 contribution agreement (the “Contribution Agreement”)agreements with a subsidiary of SmartCentres, Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), for a tract2 tracts of land owned by SmartCentres and located in Oshawa,Scarborough, Ontario (the “Oshawa“Scarborough Land”) and Brampton, Ontario (the “KingspointLand,” and collectively with the Scarborough Land, the “Ontario II Lots”) in the Greater Toronto Area of Canada. Upon closing of the Ontario II Lots, self storage facilities will be developed on both of the Ontario II Lots in joint ventures with SmartCentres.  

On September 19, 2018, we closed onUpon closing, the Oshawa Land, which is nowOntario II Lots will each be owned by a limited partnership (the “Limited Partnership”“Ontario II Limited Partnerships”), in which we (through our subsidiary)subsidiaries) and SmartCentres (through its subsidiary) aresubsidiaries) will each be a 50% limited partner and each have an equal ranking general partner in the Ontario II Limited Partnership.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 KingspointLand to be contributed by SmartCentres to the Ontario II Limited Partnerships has an agreed upon fair market value of approximately $1.8 million CAD and $3.3 million CAD, respectively. At closing, we subscribed(through our subsidiaries) will subscribe for 50% of the units in the Ontario IILimited PartnershipPartnerships at an agreed upon subscription price of approximately $750,000$0.9 million CAD and $1.7 million CAD, respectively, representing a contributioncontributions equivalent to 50% of the agreed upon fair market value of each parcel of land. In some circumstances, if we fail to complete the Oshawa Land. The Limited Partnership intendsScarborough Land and KingspointLand acquisition, we may forfeit up to develop a self storage facility on the Oshawa Land. The value of the land contributed to the Limited Partnership has an agreed upon fair market value of approximately $1.5 million CAD.

Note 4. Pro Forma Financial Information (Unaudited)

The table set forth below summarizes, on a pro forma basis, the results of operations of the Company for the nine months ended September 30, 2018$300,000 CAD and 2017. Such presentation reflects the Company’s acquisitions that occurred during 2018 and 2017, which met the GAAP definition of a business$300,000 CAD, respectively in effect at that time, as if the acquisitions had occurred as of January 1, 2017 and June 1, 2016 (inception), respectively. As the Company’s acquisitions that were completed during the  nine months ended September 30, 2018 did not meet the revised definition of a business, no adjustments for these acquisitions have been reflected in the pro forma information below. This pro forma information does not purport to represent what the actual consolidated results of operations of the Company would have been for the periods indicated, nor does it purport to predict the results of operations for future periods.

 

 

For the Nine Months Ended

 

 

 

September 30, 2018

 

 

September 30, 2017

 

Pro forma revenue

 

$

2,748,054

 

 

$

929,750

 

Pro forma operating expenses

 

 

(4,923,918

)

 

 

(1,677,073

)

Pro forma net loss attributable to common

   stockholders

 

 

(2,404,948

)

 

 

(733,336

)

The pro forma consolidated financial information for the nine months ended September 30, 2018 and 2017 were adjusted to exclude approximately $0 and $38,000, respectively, for acquisition related expenses.earnest money.

 

Note 5. Secured Debt

The Company’s debt is summarized as follows:

Secured Debt

 

September 30,

2019

 

 

December 31,

2018

 

 

Interest

Rate

 

 

Maturity

Date

Revolving KeyBank Credit Facility

 

$

42,000,000

 

 

$

 

 

 

3.5

%

 

6/27/2022

KeyBank Credit Facility

 

 

 

 

 

62,000,000

 

 

 

4.9

%

 

N/A

Katy Loan

 

 

2,213,176

 

 

 

2,303,182

 

 

 

6.4

%

 

9/1/2031

Debt issuance costs, net

 

 

(69,189

)

 

 

(525,321

)

 

 

 

 

 

 

Total Secured Debt

 

$

44,143,987

 

 

$

63,777,861

 

 

 

 

 

 

 

The weighted average interest rate on our consolidated debt as of September 30, 2019 was approximately 3.68%.

20


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

KeyBank Credit Facility

On July 31, 2018, the Company, through six6 special purpose entities (collectively, the “Borrower”) wholly owned by our Operating Partnership, entered into a credit agreement (the “Credit Agreement”) with KeyBank, National Association (“KeyBank”), as administrative agent and KeyBanc Capital Markets, LLC, as sole book runner and sole lead arranger.  

Under the terms of the Credit Agreement, the Borrower had an initial maximum borrowing capacity up to $70 million (the “KeyBank Credit Facility”). OnFrom July 31, 2018 in order to finance a portion of the Naples acquisition, the Borrower, through six special purposes entities, borrowed $17 million on the KeyBank Credit Facility. On October 10, 2018, in order to finance a portion of the acquisition of the six properties in the greater Houston Area and College Station, Texas (the “Houston Portfolio”), the Borrower drew an additional $40 million on the KeyBank Credit Facility. On October 30, 2018, the Borrower drew an additional $5we borrowed $62 million on the KeyBank Credit Facility which was primarily used in connection withto finance the acquisition of the Queenston Property (Note 11).7 self storage facilities.  On October 31, 2018, and pursuant to the terms of the Credit Agreement, the maximum borrowing capacity of the KeyBank Credit Facility was reduced to $62 million, which iswas the amount of the outstanding commitments as of that date. The Borrower is unable to make any additional drawdowns on the KeyBank Credit Facility. See Note 11 – Subsequent Events.Facility as of that date and as of December 31, 2018. On January 8, 2019, the KeyBank Credit Facility was amended in order to allow the Borrower to draw an additional $6 million, which was used in connection with the acquisition of the Plant City property. The maximum borrowing capacity and the amount outstanding on the KeyBank Credit Facility was increased to $68 million.


The KeyBank Credit Facility iswas a term loan that hashad a maturity date of July 31, 2019, which may, in certain circumstances, be extended at the option of the Borrower until July 31, 2020 upon the payment of a fee equal to 25 basis points of the then-outstanding amounts under the KeyBank Credit Facility.  In general, payments2019. Payments due under the KeyBank Credit Facility arewere interest-only.

The amounts outstanding under As of June 27, 2019, the applicable interest rate was approximately 4.9% which was based on LIBOR plus 250 basis points. On June 27, 2019, the KeyBank Credit Facility bearwas repaid in full and terminated with proceeds from the Revolving KeyBank Credit Facility.

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 by up to an additional $245 million, 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 close the Four Property Portfolio and 3 properties were added as collateral to the loan (Redmond, Charlottesville, and Charlotte I) see Note 11. After this draw, the total amount outstanding on the Revolving KeyBank Credit Facility was increased to $105 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 generally based on the type of borrowing, which are either “ABR” or “Eurodollar” (as each term is defined in the Credit Agreement) at the Borrower’s election.  Prior to October 31, 2018: (A) the loans comprisingborrowing. The ABR borrowingLoans bear interest at the lesser of (x) the alternate base rate (being the highest of (1) the PrimeAlternate Base Rate (2) the Federal Funds Effective Rate plus 0.5% or (3) one-month LIBO Rate plus 1%, with such capitalized terms being(as defined in the Revolving KeyBank Credit Agreement)Facility) plus 175 basis points (the “ABR Basis Points”),the Applicable Rate, or (y) the maximum rate that can be chargedMaximum Rate (as defined in accordance with applicable law, and (B) the loans comprisingRevolving KeyBank Credit Facility). The Eurodollar borrowingLoans bear interest at the lesser of (x)(a) the Adjusted LIBO Rate (as defined in the Revolving KeyBank Credit Agreement)Facility) for a giventhe Interest Period in effect plus the Applicable Rate, or (b) the Maximum Rate (as defined in the Revolving KeyBank Credit Agreement) plus 275Facility). The Applicable Rate means the percentage rate corresponding to our total leverage, which are as follows for Eurodollar Loans: (1) 225 basis points (the “Eurodollar Basis Points”),with a total leverage ratio greater than or (y) the maximum rate that can be charged in accordanceequal to 55%; (2) 200 basis points with applicable law. After October 31, 2018, the ABR Basis Points is reduceda 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 and the Eurodollar Basis Points is reduced to 250 basis points.with a total leverage ratio less than 35%. As of September 30, 2018,2019, the applicabletotal interest rate was approximately 5.0%3.5% which was based on the LIBOR rate plus 275150 basis points. Our Operating Partnership purchased an interest rate cap with a notional amount of $50 million, such that in no event will LIBOR exceed 3.00% thereon through July 1, 2021.

21


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

The Revolving KeyBank Credit Facility is fully recourse, jointly and severally, to each of the Company, the Operating Partnership, and the BorrowerBorrowers and is secured by cross-collateralized first mortgage liens onthe Mortgaged Properties (as defined in the Revolving KeyBank Credit Agreement)Facility). As of September 30, 2019, the facility encumbered the following 15 properties (Jensen Beach, Texas City, Riverside, Las Vegas I, Puyallup, Las Vegas II, Naples, Woodlands I, Humble, Woodlands II, College Station, Cypress, Queenston, Plant City and FlatRate). The Revolving KeyBank Credit Facility may be prepaid or terminated at any time without penalty, provided, however, that the Lenders shall be indemnified for any breakage costs associated with any LIBO borrowings. The Credit Agreement also contains customary representations and warranties, covenants and events of default. Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of an event of default.

The Company and the Borrower, on a consolidated basis, must at all times comply with the following financial covenants: (i) a total leverage ratio no greater than 65%; and (ii) a tangible net worth not less than the Base Amount, plus 85% of the net equity proceeds received by the Company after the effective date. The Pool of Mortgaged Properties shall at all times comply with the following covenants: (i) Maximum Pool loan to value ratio not greater than 60%; and (ii) on and after October 31, 2018, a debt service coverage ratio of not less than 1.35:1.00 (such debt service coverage ratio was previously not less than 1.20:1.00). If the Borrower does not meet certain other quarterly debt service coverage ratios, the Borrower may be required either to fund certain amounts into an account held by KeyBank, as administrative agent as additional collateral or to make certain prepayments, as set forth in the Credit Agreement.

costs. Pursuant to the terms of thethat certain guaranty (the “KeyBank Guaranty”), dated July 31, 2018,as of June 27, 2019, in favor of the Lenders, each of the Company and its Operating Partnership serveswe 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). As of September 30, 2019, we were in compliance with all such covenants.

Katy Loan

On October 10, 2018, $17.0in 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 was outstandingloan from John Hancock Life Insurance Company (U.S.A) (the “Katy Loan”), which is secured by a deed of trust on the KeyBank Term Loan.Katy Property. The Katy Loan has a fixed annual interest rate of approximately 6.4% and matures on September 1, 2031.  

The following table presents the future principal payment requirements on outstanding secured debt as of September 30, 2018:2019:

 

2018

$

 

2019

 

17,000,000

 

 

$

30,969

 

2020 and thereafter

 

 

2020

 

 

128,922

 

2021

 

 

137,392

 

2022

 

 

42,146,418

 

2023

 

 

156,038

 

2024 and thereafter

 

 

1,613,437

 

Total payments

 

17,000,000

 

 

 

44,213,176

 

Debt issuance costs, net

 

(405,379

)

 

 

(69,189

)

Total

$

16,594,621

 

 

$

44,143,987

 


Note 6. Related Party Transactions

Fees to Affiliates

Our Advisory Agreement with our Advisor and our Dealer Manager Agreement with our Dealer Manager entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the 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.

22


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

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 not0t 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 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.

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 Public Offering. Our Advisor also receives a monthly asset management fee equal to 0.0833%, which is one-twelfth of 1%, of our aggregate asset value, as defined. Our Advisor may also be entitled to various subordinated distributions under our operating partnership agreement if we (1) list our shares of common stock on a national exchange, (2) terminate our Advisory Agreement, or (3) liquidate our portfolio.

Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after we acquire our first real estate asset, our Advisor is required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified.


As of September 30, 2019, our aggregate annual operating expenses, as defined, did not exceed the thresholds described above.

As of December 31, 2018, we had incurred total operating expenses for the 12 months then ended that exceeded the greater of 2% of our average invested assets or 25% of our net income, as defined, in the four consecutive fiscal quarters then ended by approximately $640,000$210,000 (the “Excess Expenses”). On November 5, 2018,March 7, 2019, our board of directors, including all of the independent directors, determined that there were unusual and non-recurring factors sufficient to justify the Excess Expenses, including but not limited to: (1) the amounts reflect legitimate operating expenses necessary for the operation of our business; (2) we are still in the acquisition and development stage of our operations; (3) the start-up costs associated with our operations, including the expenses associated with being a public company (such as audit and legal services, director and officer liability insurance and fees for directors), are significant and disproportionate to our average invested assets and net income; and (4) our average invested assets were low due to us owning between onetwo and seven14 properties during the four fiscal quarter period.periods.

23


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Dealer Manager Agreement

In connection with our Primary Offering, our Dealer Manager receives a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from sales of Class T shares in the Primary Offering and a dealer manager fee of up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from sales of Class W shares in the Primary Offering. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by the Company with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fees, equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding.


Our Dealer Manager enters into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager will re-allow all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager will also receive reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses are considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering. We record a liability as due to affiliates for the future estimated stockholder and dealer manager servicing fees and a reduction to additional paid-in capital at the time of sale of the Class T and Class W shares as an offering cost.

Affiliated Dealer Manager

Our Prior Sponsor owns, through a wholly-owned limited liability company, a 15% non-voting equity interest in our Dealer Manager and affiliates of our Dealer Manager own a 2.5% non-voting membership interest in our Advisor.Manager.

24


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Property Management Agreement

From the acquisition of the Jensen Beach property (on April 11, 2017) through September 30, 2017, our Property Manager contracted with Extra Space Storage Inc. (“Extra Space”) for Extra Space to serve as the sub-property manager for the property pursuant to a separate sub-property management agreement. As of October 1, 2017, our Property Manager terminated the sub-property management agreement, and our Property Manager now manages all of our properties directly. In connection with the termination, the property management agreement was amended and we paid Extra Space a termination fee.

Pursuant to the amended property management agreement, ourOur 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, protection plans or similar programs (collectively “Tenant Programs”) to the tenants and is entitled to substantially all of the benefits of such tenant insurance.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.

Transfer Agent Agreement

Our Prior Sponsor is the owner and manager of our Transfer Agent, which is a registered transfer agent with the SEC. Effective in June 2018,Pursuant to our transfer agent agreement, our Transfer Agent processes our subscription agreementsprovides transfer agent and certain other forms directly,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 well as providesa transfer agent, including, but not limited to: providing customer service to our stockholders. These services include, among other things, processing payment of any sales commission and dealer manager fees associated with a particular purchase, as well asstockholders, processing the distributions and any servicing fees with respect to our shares. Additionally,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 other non-traded REITsour Sponsor and a private REIT sponsored by our Sponsor.


It is the duty of our board of directors to evaluate the performance of our Transfer Agent. In connection with the engagement of our Transfer Agent, we paid a one-time initial setup fee. In addition, the other fees to be paid to our Transfer Agent are based on a fixed quarterly fee, one-time account setup fees and monthly open account fees. In addition, we will reimburse our Transfer Agent for all reasonable expenses or other changes incurred by it in connection with the provision of its services to us, and we will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it.

 

The initial term of the Transfer Agent Agreement is three years, which term will be automatically renewed for one year successive terms, but either party may terminate the Transfer Agent Agreement upon 90 days’ prior written notice. In the event that we terminate the Transfer Agent Agreement, other than for cause, we will pay our transfer agent all amounts that would have otherwise accrued during the remaining term of the Transfer Agent Agreement; provided, however, that when calculating the remaining months in the term for such purposes, such term is deemed to be a 12 month period starting from the date of the most recent annual anniversary date.

25


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

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, 20172018 and the nine months ended September 30, 2018,2019, as well as any related amounts payable as of December 31, 20172018 and September 30, 2018:2019:

 

 

Year Ended December 31, 2017

 

 

Nine Months Ended September 30, 2018

 

 

Year Ended December 31, 2018

 

 

Nine Months Ended September 30, 2019

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

Expensed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (including

organizational costs)

 

$

283,322

 

 

$

278,258

 

 

$

5,064

 

 

$

544,455

 

 

$

476,379

 

 

$

73,140

 

 

$

775,948

 

 

$

754,396

 

 

$

26,616

 

 

$

910,866

 

 

$

794,843

 

 

$

142,639

 

Asset management fees

 

 

45,471

 

 

 

35,876

 

 

 

9,595

 

 

 

281,273

 

 

 

278,820

 

 

 

12,048

 

 

 

613,637

 

 

 

615,399

 

 

 

7,833

 

 

 

1,350,563

 

 

 

1,353,124

 

 

 

5,272

 

Property management fees(1)

 

 

35,545

 

 

 

26,785

 

 

 

8,760

 

 

 

158,329

 

 

 

167,089

 

 

 

 

 

 

350,058

 

 

 

358,818

 

 

 

 

 

 

728,012

 

 

 

728,012

 

 

 

 

Transfer Agent expenses

 

 

 

 

 

 

 

 

 

 

 

87,251

 

 

 

74,516

 

 

 

12,735

 

 

 

163,898

 

 

 

153,355

 

 

 

10,543

 

 

 

197,592

 

 

 

196,180

 

 

 

11,955

 

Acquisition expenses

 

 

187,641

 

 

 

187,641

 

 

 

 

 

 

492,199

 

 

 

492,199

 

 

 

 

 

 

666,416

 

 

 

666,416

 

 

 

 

 

 

481,857

 

 

 

481,857

 

 

 

 

Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition expenses

 

 

 

 

 

 

 

 

 

 

 

41,790

 

 

 

41,790

 

 

 

 

 

 

76,890

 

 

 

76,890

 

 

 

 

 

 

33,600

 

 

 

33,600

 

 

 

 

Additional Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling commissions

 

 

2,212,286

 

 

 

2,212,286

 

 

 

 

 

 

3,042,157

 

 

 

2,967,279

 

 

 

74,878

 

 

 

3,884,006

 

 

 

3,838,693

 

 

 

45,313

 

 

 

3,878,445

 

 

 

3,847,510

 

 

 

76,248

 

Dealer Manager fees

 

 

797,508

 

 

 

781,825

 

 

 

15,683

 

 

 

1,049,434

 

 

 

1,044,493

 

 

 

20,624

 

 

 

1,352,419

 

 

 

1,351,849

 

 

 

16,253

 

 

 

1,473,922

 

 

 

1,460,445

 

 

 

29,730

 

Stockholder Servicing Fees and

Dealer Manager Servicing Fees(2)

 

 

533,108

 

 

 

17,948

 

 

 

515,160

 

 

 

951,032

 

 

 

139,365

 

 

 

1,326,827

 

Stockholder Servicing Fees

and Dealer Manager

Servicing Fees(1)

 

 

1,297,283

 

 

 

216,670

 

 

 

1,595,773

 

 

 

2,392,317

 

 

 

497,444

 

 

 

3,490,646

 

Offering costs

 

 

1,581,394

 

 

 

1,548,028

 

 

 

33,366

 

 

 

286,170

 

 

 

277,240

 

 

 

42,296

 

 

 

356,021

 

 

 

371,085

 

 

 

18,302

 

 

 

133,355

 

 

 

96,161

 

 

 

55,496

 

Total

 

$

5,676,275

 

 

$

5,088,647

 

 

$

587,628

 

 

$

6,934,090

 

 

$

5,959,170

 

 

$

1,562,548

 

 

$

9,536,576

 

 

$

8,403,571

 

 

$

1,720,633

 

 

$

11,580,529

 

 

$

9,489,176

 

 

$

3,811,986

 

 

(1)(

During the nine months ended September 30, 2018 and year ended December 31, 2017, property management fees included $0 and approximately $16,000, respectively, of fees paid to the sub-property manager.

(2)1)

We pay our Dealer Manager an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T Shares and an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W Shares sold in the Primary Offering.

Tenant Insurance Joint VenturePrograms

We may offer a tenant insurance plan, tenant protection plan or similar program (collectively “Tenant Programs”) to customers at our properties pursuant to which as of October 1, 2017, our Property Manager or an affiliate is entitled to substantially all of the net revenue attributable to the sale of tenant insuranceTenant Programs at our properties.


In order to protect the interest of the Property Manager in receiving these tenant insurance revenues in light of the fact that we control the properties and, hence, the ability of the Property Manager to receive the tenant insurancesuch revenues, we and an affiliate of our Property Manager agreed to transfer our respective rights in such tenant insurance revenue to a newly created joint venture Strategic Storage TI Services IV JV, LLC (the “TI Joint Venture”), a Delaware limited liability companyentity owned 0.1% by our TRS subsidiary and 99.9% by our Property Manager’s affiliate SmartStop TI IV, LLC (“SS TI IV”(the “PM Affiliate”). Under the terms of the TI Joint Venture Agreement,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 insuranceTenant Programs and SS TI IVthe PM Affiliate will receive the other 99.9% of such net revenues. The TI Joint VentureJV 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 TI Joint Venture agreementJV Agreement or undergoes a change of control, as defined, (the “Triggering Member”), the other member generally shall have the right (but not the obligation) to either (i) sell all of its interest in the TI Joint Venturejoint venture to the Triggering Member at fair market value (as agreed upon or as determined under an appraisal process) or (ii) purchase all of the Triggering Member’s interest in the TI Joint Venturejoint venture at 95% of fair market value. For the three months ended September 30, 2019 and 2018, an affiliate of our Property Manager received net revenue from this joint venture of approximately $119,000 and $36,000, respectively.For the nine months ended September 30, 2019 and 2018, an affiliate of our Property Manager received net revenue from this joint venture of approximately $260,000 and $65,000, respectively.

26


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Storage Auction Program

Our Sponsor owns a minority interest in a company that owns 50% of an online auction company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions for the contents of abandoned storage units online instead of using live auctions conducted at the self storage facilities. The Auction Company receives a service fee for such services. Through December 31, 2017, neither our Property Manager nor our sub-property manager utilized the Auction Company at our properties. During the three and nine months ended September 30, 2019 and 2018, we paid approximately $800$7,000 and approximately $1,000 respectively in fees to the Auction Company related to our properties.properties, respectively. Our properties receive the proceeds from such online auctions.auctions.

Note 7. Commitments and Contingencies

Distribution Reinvestment Plan

We adopted a distribution reinvestment plan that will allow our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock. The plan became effective on the effective date of our Offering. The purchase price per share is $23.75 per share for Class A shares, $23.00 per share for Class T shares and $22.75 per share for Class W shares during the Primary Offering. NoNaN 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.

As of September 30, 2018,2019, we have sold approximately 41,000136,000 Class A shares, 18,00090,000 Class T shares and 5,00020,000 Class W shares through our distribution reinvestment plan.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. The complete terms of our share redemption program are described in detail in our prospectus.


UntilAs a result of our board of directors approvesapproving an estimated net asset value per share as published from time to time in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q and/or a Current Report on Form 8-K publicly filed with the SEC, the per share price for the redemption of shares shall be equal to the then-current net investment amount of our shares, which will be based on the “amount available for investment” percentage shown in the estimated use of proceeds table in our prospectus. For each class of shares, this amount will equal the current offering price of the shares, less the associated sales commissions, dealer manager fee and estimated organization and offering expenses not reimbursed by our Advisor. Once our board of directors approves an estimated net asset value per share,June 20, 2019, the per share price for the repurchase of a given class of shares will beis equal to the then-current estimated net asset value per share for such class of shares.

There are several limitations on our ability to redeem shares under the share redemption program including, but not limited to:

Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.

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.

During any calendar year, we will 0t 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.

The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan.

We have 0 obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests
of solvency.

We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests
of solvency.
27


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

For the nine months ended September 30, 2018,2019, we received one redemption requestrequests totaling approximately $27,000$660,000 (approximately 1,20029,000 shares), approximately $320,000 of which waswere fulfilled during the nine months ended September 30, 2019, with the remaining approximately $340,000 included in accounts payable and accrued liabilities as of September 30, 2018,2019, and fulfilled in October 2018.2019. For the year ended December 31, 2017,2018, we did not receive anyreceived redemption requests for redemptions.totaling approximately $110,000 (approximately 4,900 shares), approximately $30,000 of which were fulfilled during the year ended December 31, 2018, with the remaining approximately $80,000 included in accounts payable and accrued liabilities as of December 31, 2018, and fulfilled in January 2019.

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 one1 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.


Note 8. Selected Quarterly Data (Unaudited)

The following is a summary of quarterly financial information for the periods shown below.

 

 

Three months ended

 

 

September 30, 2017

 

 

December 31, 2017

 

 

March 31, 2018

 

 

June 30, 2018

 

 

September 30, 2018

 

 

September 30, 2018

 

 

December 31, 2018

 

 

March 31, 2019

 

 

June 30, 2019

 

 

September 30, 2019

 

Total revenues

 

$

129,427

 

 

$

230,847

 

 

$

358,104

 

 

$

824,113

 

 

$

1,565,837

 

 

$

1,565,837

 

 

$

3,015,974

 

 

$

3,459,128

 

 

$

4,309,571

 

 

$

4,502,793

 

Total operating expenses

 

 

389,360

 

 

 

804,920

 

 

 

952,026

 

 

 

1,877,012

 

 

 

2,394,010

 

 

 

2,394,010

 

 

 

4,058,474

 

 

 

4,779,831

 

 

 

5,400,052

 

 

 

5,929,491

 

Operating loss

 

 

(259,933

)

 

 

(574,073

)

 

 

(593,922

)

 

 

(1,052,899

)

 

 

(828,173

)

 

 

(828,173

)

 

 

(1,042,500

)

 

 

(1,320,703

)

 

 

(1,090,481

)

 

 

(1,426,698

)

Net loss

 

 

(259,933

)

��

 

(574,073

)

 

 

(568,747

)

 

 

(956,985

)

 

 

(1,185,278

)

 

 

(1,185,278

)

 

 

(2,008,943

)

 

 

(2,416,506

)

 

 

(2,752,178

)

 

 

(1,959,538

)

Net loss attributable to

common stockholders

 

 

(256,899

)

 

 

(570,737

)

 

 

(566,467

)

 

 

(954,195

)

 

 

(1,182,557

)

 

 

(1,182,557

)

 

 

(2,005,066

)

 

 

(2,412,725

)

 

 

(2,748,977

)

 

 

(1,957,502

)

Net loss per Class A share-

basic and diluted

 

 

(0.35

)

 

 

(0.40

)

 

 

(0.26

)

 

 

(0.32

)

 

 

(0.31

)

Net loss per Class T share-

basic and diluted

 

 

(0.35

)

 

 

(0.40

)

 

 

(0.26

)

 

 

(0.32

)

 

 

(0.31

)

Net loss per Class W share-

basic and diluted

 

 

(0.35

)

 

 

(0.40

)

 

 

(0.26

)

 

 

(0.32

)

 

 

(0.31

)

Net loss per Class A

share-basic and diluted

 

 

(0.31

)

 

 

(0.44

)

 

 

(0.43

)

 

 

(0.37

)

 

 

(0.24

)

Net loss per Class T

share-basic and diluted

 

 

(0.31

)

 

 

(0.44

)

 

 

(0.43

)

 

 

(0.37

)

 

 

(0.24

)

Net loss per Class W

share-basic and diluted

 

 

(0.31

)

 

 

(0.44

)

 

 

(0.43

)

 

 

(0.37

)

 

 

(0.24

)

 

Note 9. Declaration of Distributions

Cash Distribution Declaration

On September 26, 2018,20, 2019, our board of directors declared a daily distribution rate for the fourth quarter of 20182019 of approximately $0.004281$0.00428 per day per share on the outstanding shares of common stock payable to Class A, Class T and Class W stockholders of record of such shares as shown on our books at the close of business on each day of the period commencing on October 1, 20182019 and ending December 31, 2018.2019. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.003618$0.00362 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.003969$0.00397 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.

28


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Note 10. Potential Acquisitions

Surprise Property

On November 7, 2017 (as amended on March 14,12, 2018), one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a property that is being developed into a self storage facility located in Surprise, Arizona (the “Surprise Property”). The purchase price for the Surprise Property is approximately $7.8 million, plus closing and acquisition costs.  We expect the acquisition of the Surprise Property to close in the first halffourth quarter of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with a combination of net proceeds from our Offering and/or potential debt financing.our revolving credit facility. If we fail to acquire the Surprise Property, in addition to the incurred acquisition costs, we may also forfeit approximately $300,000 in earnest money as a result. 

San Gabriel Property

On January 4, 2018, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a property that is being developed into a self storage facility located in San Gabriel, California (the “San Gabriel Property”). The purchase price for the San Gabriel Property is approximately $13.5 million, plus closing and acquisition costs. We expect the acquisition of the San Gabriel Property to close in the second half of 20192020 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing.our revolving credit facility. If we fail to acquire the San Gabriel Property, in addition to the incurred acquisition costs, we may also forfeit approximately $200,000$400,000 in earnest money as a result.


Joint Ventures with SmartCentres

In January 2018, a subsidiary of our sponsor entered into two contribution agreements (“Contribution Agreements”) with a subsidiary of SmartCentres Real Estate Investment Trust, an unaffiliated third party (“SmartCentres”), for two tracts of land located in Brampton, Ontario (the “Brampton Land”) and Vaughan, Ontario (the “Vaughan Land,” and collectively with the Brampton Land, the “Ontario Lots”) in the Greater Toronto Area of Canada. On March 26, 2018, the subsidiary of our sponsor assigned its interest in the two Contribution Agreements to one of our subsidiaries. Upon closing of the Ontario Lots, self storage facilities will be developed on both of the Ontario Lots in a joint venture with SmartCentres.  

Upon closing, the Ontario Lots will each be owned by a limited partnership (the “Limited Partnerships”), in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) will each be a 50% limited partner and each have an equal ranking general partner in the Limited Partnerships.  On June 6, 2018, we (through our subsidiaries) and SmartCentres (through its subsidiaries) entered into Initial Limited Partnership Agreements for each joint venture. It is intended that the Limited Partnerships develop self storage facilities on the Ontario Lots. The value of the Brampton Land and the Vaughan Land to be contributed by SmartCentres to the Limited Partnerships has an agreed upon fair market value of approximately $1.8 million CAD and $3.4 million CAD, respectively. At closing, we (through our subsidiaries) will subscribe for 50% of the units in the Brampton and Vaughan Limited Partnerships at an agreed upon subscription price of approximately $0.9 million CAD and $1.7 million CAD, respectively, representing contributions equivalent to 50% of the agreed upon fair market value of each parcel of land. We expect the acquisitions of the Brampton Land and Vaughan Land to close in the fourth quarter of 2018 and the first quarter of 2019, respectively after the land has been zoned so as to permit the self storage facilities. In some circumstances, if we fail to complete the Brampton Land and Vaughan Land acquisition, we may forfeit up to approximately $200,000 CAD and $500,000 CAD, respectively in earnest money.

Escondido Property

On April 16, 2018, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a property that is being developed into a self storage facility located in Escondido, California (the “Escondido Property”). The purchase price for the Escondido Property is approximately $18.0 million, plus closing and acquisition costs. We expect the acquisition of the Escondido Property to close in the second halffourth quarter of 2019 after construction is complete on the self storage facility and a certificate of occupancy has been issued. We expect to fund such acquisition with net proceeds from our Offering and/or potential debt financing.our revolving credit facility. If we fail to acquire the Escondido Property, in addition to the incurred acquisition costs, we may also forfeit $750,000 in earnest money as a result.

On July 31, 2018, one of our subsidiaries made a preferred equity investment of approximately $2.5 million in the entity that is developing the Escondido Property. Such investment will be redeemed upon purchase of the completed property and has an annual preferred return of 8%, to be paid quarterly, with an additional 4% preferred return to be paid upon closing of the property. The Company accounts for this preferred equity investment using the equity method of accounting and it is included in other assets in the accompanying consolidated balance sheet as of September 30, 2019 and December 31, 2018, respectively.

Mission Viejo Land – Termination of Purchase and Sale AgreementPiscataway Property

On July 25, 2018,August 7, 2019, a subsidiary of our Sponsor assigned its interest in a real estate contract to purchase vacant landa self storage facility located in Mission Viejo, CaliforniaPiscataway, New Jersey (the “Mission Viejo Land’“Piscataway Property”) to one of our subsidiaries. The purchase price for the Mission Viejo LandPiscataway Property is approximately $4.3$8.5 million, plus closing and acquisition costs. On August 21, 2018,We expect the Mission Viejo Land purchase agreement terminated accordingacquisition of the Piscataway Property to its terms andclose in the fourth quarter of 2019. We expect to fund such acquisition with net proceeds from our initial deposit ofOffering and/or our revolving credit facility. If we fail to acquire the Piscataway Property, we may also forfeit approximately $100,000 was returned in full.earnest money as a result.

Note 11.  Subsequent Events

Completed Acquisitions

HoustonFour Property Portfolio

On April 18, 2018, a subsidiaryOctober 16, 2019, one of ours entered into aour subsidiaries executed 2 purchase and sale agreementagreements with unaffiliated third parties for the acquisition of a portfolio of seven4 self storage facilities located in the State of TexasOcoee, Florida, Charlottesville, Virginia and 2 in Charlotte, North Carolina (the “Houston“Four Property Portfolio”). On October 10, 2018,November 5, 2019, we closed on the purchase of sixacquisition of the seven self storage facilities in the Houston Portfolio. We acquired these six properties from an unaffiliated third partyFour Property Portfolio for a purchase price of approximately $51.5 million, plus closing costs which was funded with net proceeds from our Offering, an assumption of an existing loan with an outstanding principal balance of approximately $2.3 million and a drawdown of $40 million on the KeyBank Credit Facility.


In connection with the acquisition of the property in Katy, Texas (the “Katy Property”) in the Houston Portfolio, through a special purpose entity formed to acquire and hold the Katy Property, we assumed an approximately $2.3 million loan from John Hancock Life Insurance Company (U.S.A) (the “Katy Loan”), which is secured by a deed of trust on the Katy Property. The Katy Loan has a fixed annual interest rate of approximately 6.4% and matures on September 1, 2031.

In connection with the closing of the six self storage facilities acquired in the Houston Portfolio, described above, we added the five unencumbered properties from the Houston Portfolio, as well as our property located in Naples, Florida that we acquired on August 1, 2018, to the Pool of Mortgaged Properties, which allowed us to draw an additional $40 million under the KeyBank Credit Facility.

On November 6, 2018, we closed on the purchase of the seventh property in the Houston Portfolio located in the State of Texas (the “Queenston Property”). We acquired the Queenston Property from an unaffiliated third party for a purchase price of approximately $7 million, plus closing costs which was funded with net proceeds from our Offering and a drawdown on the KeyBank Credit Facility.       

Potential Acquisitions

Plant City Property

On November 8, 2018, one of our subsidiaries executed a purchase and sale agreement with an unaffiliated third party for the acquisition of a self storage facility located in Plant City, Florida (the “Plant City Property”). The purchase price for the Plant City Property is approximately $14.5$64.45 million, plus closing and acquisition costs. We expectcosts, which was primarily funded with a draw on the acquisitionRevolving KeyBank Credit Facility.

29


STRATEGIC STORAGE TRUST IV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2019

(Unaudited)

Revolving KeyBank Credit Facility

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 Plant City PropertySecond Amendment, we added an additional $35 million to increase our maximum borrowing capacity for 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 close in the first quarter of 2019. We expectFour Property Portfolio and 3 properties were added as collateral to fund such acquisitionthe loan (Redmond, Charlottesville, and Charlotte I). After this draw, the total amount outstanding on the Revolving KeyBank Credit Facility was increased to $105 million. Our Operating Partnership purchased an additional interest rate cap with a combinationnotional amount of net proceeds from our Offering and/or potential debt financing. If we fail to acquire the Plant City Property, we may also forfeit approximately $200,000$55 million, such that in earnest money as a result.no event will LIBOR exceed 3.00% thereon through July 1, 2021.

Offering Status

As of November 2, 2018,1, 2019, in connection with our Private Offering Transaction and OfferingOfferings we have issued approximately 2,741,0004,438,831 Class A shares for gross offering proceeds of approximately $66.8$109.2 million, approximately 1,370,0003,466,079 Class T shares for gross offering proceeds of approximately $33.1$83.7 million and approximately 317,000940,817 Class W shares for gross offering proceeds of approximately $7.2$21.4 million.

 


30


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with our financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017.2018. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I.

Overview

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 and related self storage real estate investments. Our year endfacilities. The Company’s year-end is December 31. As used in this report, “we,” “us,” “our,”“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, and its operating partnership, Strategic Storage Operating Partnership II, L.P., entered into a series of transactions, agreements, and amendments to its existing agreements and arrangements (such agreements and amendments are referred to collectively as the “Self Administration Transaction”), with our Prior Sponsor, and its affiliates, pursuant to which, effective as of June 28, 2019, SST II acquired the self storage advisory, asset management, property management, investment management, and Tenant Programs of SAM, along with certain other assets, including SAM’s sole membership interest in SmartStop Storage Advisors, LLC, which owned all of the membership interests of our advisor and our property manager. 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”), is the sponsor of our Offering (as defined below).of shares of our common stock, as described below. Our Sponsor owns 97.5% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor IV, LLC a Delaware limited liability company (our “Advisor”), 100% of and Strategic Storage Property Management IV, LLC a Delaware limited liability company (our “Property Manager”) and 100% of Strategic Transfer Agent Services, LLC, a Delaware limited liability company (our “Transfer Agent”). See Note 1 of the Notes to the Consolidated Statements contained in this report for further details about our affiliates.

On January 25, 2017, we sold approximately 360,577 Class A shares for $7.5 million to an institutional account investor pursuant to a private offering transaction (the “Private Offering Transaction”).

On March 17, 2017, we commenced a public offering of a maximum of $1.0$1 billion in common shares for sale to the public (the “Primary Offering”) and $95.0$95 million in common shares for sale pursuant to our distribution reinvestment plan (collectively, the “Offering,”“Public Offering”), consisting.

On June 20, 2019, our board of three classesdirectors, upon recommendation of shares: our nominating and corporate governance committee, approved an estimated value per share of $22.65 for our Class A shares, for $25.00 per share (up to $450 million in shares), Class T shares, for $24.21 per share (up to $450 million in shares), and Class W shares for $22.75based 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, 2019. As a result of the calculation of our estimated value per share, (up to $100 million in shares). Aseffective on June 21, 2019, the offering price of September 30, 2018, we have issued approximately 2,264,000 Class A shares for grossbecame $24.89 per share, the offering proceedsprice of approximately $56.4 million, approximately 1,254,000 Class T shares for grossbecame $24.10 per share, and the offering proceedsprice of approximately $30.4 million and approximately 291,000 Class W shares became $22.65 per share. In addition, shares sold pursuant to our distribution reinvestment plan are now sold at $22.65 per share for gross offering proceedsClass A, Class T, and Class W shares, effective for distribution payments being paid beginning in July 2019. See our Current Report on Form 8-K filed with the SEC on June 21, 2019 for a description of approximately $6.6 million in our Offering. We intendthe methodologies and assumptions used to investdetermine, and the net proceeds fromlimitations of, the Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada.estimated value per share.

As of September 30, 2018,2019, we owned 17 self storage facilities located in six states comprising approximately 11,640 units and approximately 1,433,800 rentable square feet.

As of September 30, 2019, we owned 50% equity interests in four unconsolidated real estate ventures in the Greater Toronto Area that are intended to be developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust (“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 of the Notes to the Consolidated Financial Statements contained in this report.

31


As of September 30, 2019, our self storage portfolio was comprised as follows:

 

State

 

No. of

Properties

 

 

Units(1)

 

 

Sq. Ft.

(net)(2)

 

 

% of Total

Rentable

Sq. Ft.

 

 

Physical

Occupancy

%(3)

 

 

Rental

Income

%(4)

 

 

No. of

Properties

 

 

Units(1)

 

 

Sq. Ft.

(net)(2)

 

 

% of Total

Rentable

Sq. Ft.

 

 

Physical

Occupancy

%(3)

 

 

Rental

Income

%(4)

 

California

 

 

1

 

 

 

470

 

 

 

57,500

 

 

 

11.7

%

 

 

91.7

%

 

 

9.2

%

 

 

1

 

 

 

470

 

 

 

57,500

 

 

 

4.0

%

 

 

91

%

 

 

4

%

Florida

 

 

2

 

 

 

1,300

 

 

 

144,900

 

 

 

29.5

%

 

 

92.5

%

 

 

36.2

%

 

 

3

 

 

 

2,260

 

 

 

334,900

 

 

 

23.4

%

 

 

88

%

 

 

24

%

Nevada

 

 

2

 

 

 

1,220

 

 

 

131,500

 

 

 

26.7

%

 

 

97.0

%

 

 

24.7

%

 

 

2

 

 

 

1,220

 

 

 

131,500

 

 

 

9.1

%

 

 

90

%

 

 

11

%

New Jersey

 

 

1

 

 

 

1,900

 

 

 

158,000

 

 

 

11.0

%

 

 

81

%

 

 

17

%

Texas

 

 

1

 

 

 

480

 

 

 

60,000

 

 

 

12.2

%

 

 

94.4

%

 

 

12.1

%

 

 

8

 

 

 

4,610

 

 

 

605,900

 

 

 

42.3

%

 

 

88

%

 

 

37

%

Washington

 

 

1

 

 

 

830

 

 

 

98,000

 

 

 

19.9

%

 

 

89.2

%

 

 

17.8

%

 

 

2

 

 

 

1,180

 

 

 

146,000

 

 

 

10.2

%

 

 

88

%

 

 

7

%

 

 

7

 

 

 

4,300

 

 

 

491,900

 

 

 

100.0

%

 

 

93.2

%

 

 

100.0

%

 

 

17

 

 

 

11,640

 

 

 

1,433,800

 

 

 

100

%

 

 

87

%

 

 

100

%

 

(1)

Includes all rentable units, consisting of storage units and parking units (approximately 190500 units).

(2)

Includes all rentable square feet consisting of storage units and parking units (approximately 52,000187,000 square feet).

(3)

Represents the occupied square feet of all facilities we owned in a state divided by total rentable square feet of all the facilities we owned in such state as of September 30, 2018. 2019. 

(4)

Represents rental income for all facilities we own in a state divided by our total rental income for the month ended September 2018.30, 2019.


Critical Accounting Policies

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”) in the U.S. Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this report. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities, revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to
those companies.

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our long-lived assets have been impaired; the determination of the useful lives of our long-lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 of the Notes to the Consolidated Financial Statements contained in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

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.vacant. Because we believe that substantially all of the leases in place at properties we will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. We also consider whether in-place, market leases represent an intangible asset. Acquisitions of portfolios of facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.

32


Our allocations of purchase prices are based on certain significant estimates and assumptions, variations in such estimates and assumptions could result in a materially different presentation of the consolidated financial statements or materially different amounts being reported in the consolidated financial statements.

Impairment of Long-Lived Assets

The majority of our assets, other than cash and cash equivalents, consist of long-lived real estate assets as well as intangible assets related to our acquisitions. We will evaluate such assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our long-lived assets.assets, including those held through joint ventures. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived asset and recognize an impairment loss. Our evaluation of the impairment of long-lived assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of impairment loss recognized, if any, may vary based on the estimates and assumptions we use.


Estimated Useful Lives of Long-Lived Assets

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of future benefit for each asset. We record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and assumptions
we use.

Consolidation of Investments in Joint Ventures

We will evaluate the consolidation of our investments in joint ventures in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under such accounting guidance could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the joint venture entities included in our financial statements may vary based on the estimates and assumptions we use.

REIT Qualification

We made an election under Section 856(c) of the Internal Revenue Code of 1986 (the “Code”) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2017. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax 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 in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. 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.

Results of Operations

Overview

We derive revenues principally from: (i) rents received from tenants who rent storage units under month-to-month leases at each of our self storage facilities; and (ii) sales of packing- and storage-related supplies at our storage facilities. Therefore, our operating results depend significantly on our ability to retain our existing tenants and lease our available self storage units to new tenants, while maintaining and, where possible, increasing the prices for our self storage units. Additionally, our operating results depend on our tenants making their required rental payments to us.

Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities would intensify competition of self storage operators in markets in which we operate.

On March 17, 2017, we commenced our Offering and formal operations. On April 11, 2017, we acquired our first self storage facility located in Florida.  33


As of September 30, 20182019 and 2017,2018, we owned 17 and seven self storage facilities, and one self storage facility, respectively.

Our operating results for the three months ended September 30, 2017 include full quarter results for our first facility acquired during the second quarter of 2017. Our operating results for the three months ended September 30, 2018 include full quarterperiod results for five self storage facilities and partial period results for two facilities acquired during the quarter.  

Our operating results for the nine months ended September 30, 2017 include partial period results for our first facility acquired during the second quarter of 2017.  Our operating results for the nine months ended September 30, 2018 include full nine-month results for two self storage facilities acquired during 2017the third quarter of 2018. Our operating results for the three months ended September 30, 2019 include full period results for 16 self storage facilities and partial period results for one self storage facility acquired in the first quarter of 2018, two facilities acquired in the second quarter of 2018 and two facilities acquired induring the third quarter of 2018.


2019. As a result of the timing of the acquisitions of our properties,such, we believe there is little basis for comparison between the three and nine months ended September 30, 20182019 and 2017.2018. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

Our operating results for the nine months ended September 30, 2018 include full period results for our first two self storage facilities and partial period results for the five self storage facilities acquired during the first three quarters of 2018. Our operating results for the nine months ended September 30, 2019 include full period results for 14 self storage facilities, and partial period results for three self storage facilities acquired during the first three quarters of 2019. As such, we believe there is little basis for comparison between the nine months ended September 30, 2019 and 2018. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

Comparison of Operating Results for the Three Months Ended September 30, 20182019 and 20172018

Total Revenues

Total revenues for the three months ended September 30, 20182019 and 20172018 were approximately $1,566,000$4.5 million and $129,000,$1.6 million, respectively. The increase in total revenues is primarily attributable to a full quarter of operations for five16 properties and a partial quarter of operations for two propertiesone property acquired in the third quarter of 2018,2019, compared to a full quarter of operations for one propertyfive properties and partial quarter of operations for the two properties acquired in the third quarter of 2017.2018. We expect total revenues to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses

Property operating expenses for the three months ended September 30, 20182019 and 20172018 were approximately $453,000$1.7 million and $59,000,$0.5 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses is primarily attributable to a full quarter of operations for five16 properties and a partial quarter of operations for two propertiesone property acquired in the third quarter of 2018,2019, compared to a full quarter of operations for one propertyfive properties and partial quarter of operations for the two properties acquired in the third quarter of 2017.2018. We expect property operating expenses to increase in the future periods commensurate withas our future acquisition activity.operational activity increases.

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the three months ended September 30, 20182019 and 20172018 were approximately $253,000$0.8 million and $24,000,$0.3 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – affiliates is primarily attributable to a full quarter of operations for five16 properties and a partial quarter of operations for two propertiesone property acquired in the third quarter of 2018,2019, compared to a full quarter of operations for one propertyfive properties and partial quarter of operations for the two properties acquired in the third quarter of 2017.2018. We expect property operating expenses – affiliates to increase in the future periods commensurate withas our future acquisition activity.operational activity increases.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 20182019 and 20172018 were approximately $400,000$0.7 million and $153,000,$0.4 million, respectively. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors’directors related costs.The increase in general and administrative expenses is primarily attributable to an increase in legal expenses, our Advisor’s payroll related costs transfer agent fees related to the increase in proceeds from our Offering, and professional expenses which is commensurate with the increase in our operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.

34


Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended September 30, 20182019 and 20172018 were approximately $950,000$2.6 million and $75,000,$1.0 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense is primarily attributable to a full quarter of operations for five16 properties and a partial quarter of operations for two propertiesone property acquired in the third quarter of 2018,2019, compared to a full quarter of operations for one propertyfive properties and partial quarter of operations for the two properties acquired in the third quarter of 2017.2018. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.


Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for the three months ended September 30, 20182019 and 20172018 were approximately $193,000 and $46,000, respectively. The increase$0.2 million in acquisitioneach period. Acquisition expenses primarily relatesrelate to the costs associated with our potential acquisitions of self storage facilities prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses- affiliates to fluctuate in the future commensurate with our acquisition activity.

Other Property Acquisition Expenses

Other property acquisition expenses for the three months ended September 30, 20182019 and 20172018 were approximately $150,000$0.1 million and $32,000,$0.2 million, respectively. The increase in acquisitionAcquisition expenses primarily relatesrelate to the costs associated with our potential acquisitions of self storage facilities prior to the acquisitions becoming probable in accordance with our capitalization policy.  We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.

Interest Expense

Interest expense for the three months ended September 30, 2019 and 2018 was approximately $0.5 million and 2017 were approximately $142,000 and none,$0.1 million, respectively. The increase in interest expense was due to debt obtained in conjunction with certain of the $17 million draw on the KeyBank Credit Facility in the third quarter ofproperties we acquired subsequent to September 30, 2018. We expect interest expense to increasefluctuate in the future periods commensurate with our future debt levels.level.  

Interest Expense – Debt Issuance Costs

Interest expense – debt issuance costs for the three months ended September 30, 20182019 and 20172018 were approximately $248,000$0.1 million and none,$0.2 million, respectively. The increasedecrease in interest expense – debt issuance costs was primarily due to the $17 million draw onrepayment of the KeyBank Credit Facility inand the third quarter of 2018.longer amortization period for the debt issuance costs related to the Revolving KeyBank Credit Facility. We expect interest expense – debt issuance costs to increasefluctuate in the future periods commensurate with our future debt levels.  

Other Income

Other income for the three months ended September 30, 2018 and 2017 was approximately $33,000 and $0, respectively. The increase in other income primarily relates to interest income earned during the three months ended September 30, 2018 on cash balances.

financing activity.  

Comparison of Operating Results for the Nine Months Ended September 30, 20182019 and 20172018

Total Revenues

Total revenues for the nine months ended September 30, 20182019 and 20172018 were approximately $2,748,000$12.3 million and $245,000,$2.7 million, respectively. The increase in total revenues is primarily attributable to a full nine monthsquarter of operations for 14 properties and partial quarter of operations for the three properties acquired in the first three quarters of 2019, compared to a full quarter of operations for two properties and partial periodquarter of operations for the five properties acquired in the nine months ended September 30, 2018, compared to a partial periodfirst three quarters of operations for one property in the nine months ended September 30, 2017.2018. We expect total revenues to increase in future periods commensurate with our future acquisition activity.

Property Operating Expenses

Property operating expenses for the nine months ended September 30, 20182019 and 20172018 were approximately $841,000$4.1 million and $119,000,$0.8 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses is primarily attributable to a full nine monthsquarter of operations for 14 properties and partial quarter of operations for the three properties acquired in the first three quarters of 2019, compared to a full quarter of operations for two properties and a partial periodquarter of operations for the five properties acquired in the nine months ended September 30, 2018, compared to a partial periodfirst three quarters of operations for one property in the nine months ended September 30, 2017.2018. We expect property operating expenses to increase in the future periods commensurate withas our future acquisition activity.operational activity increases.


35


Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the nine months ended September 30, 20182019 and 20172018 were approximately $440,000$2.1 million and $41,000,$0.4 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – affiliates is primarily attributable to a full nine monthsquarter of operations for 14 properties and partial quarter of operations for the three properties acquired in the first three quarters of 2019, compared to a full quarter of operations for two properties and a partial periodquarter of operations for the five properties acquired in the nine months ended September 30, 2018, compared to a partial periodfirst three quarters of operations for one property in the nine months ended September 30, 2017.2018. We expect property operating expenses – affiliates to increase in the future periods commensurate withas our future acquisition activity.operational activity increases.

General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 20182019 and 20172018 were approximately $1,199,000$1.8 million and $448,000,$1.2 million, respectively. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors’directors related costs.The increase in general and administrative expenses is primarily attributable to an increase in legal expenses, our Advisor’s payroll related costs transfer agent fees related to the increase in proceeds from our Offering and the initial set-up fee paid to our Transfer Agent, professional expenses, and accounting expenses which is commensurate with the increase in our operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the nine months ended September 30, 20182019 and 20172018 were approximately $1,631,000$7.3 million and $151,000,$1.6 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense is primarily attributable to a full nine monthsquarter of operations for 14 properties and partial quarter of operations for the three properties acquired in the first three quarters of 2019, compared to a full quarter of operations for two properties and a partial periodquarter of operations for the five properties acquired in the nine months ended September 30, 2018, compared to a partial periodfirst three quarters of operations for one property in the nine months ended September 30, 2017.2018. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.

Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for the nine months ended September 30, 20182019 and 20172018 were approximately $492,000 and $94,000, respectively. The increase$0.5 million in acquisitioneach period. Acquisition expenses primarily relatesrelate to the costs associated with our potential acquisitions of self storage facilities prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses- affiliates to fluctuate in the future commensurate with our acquisition activity.

Other Property Acquisition Expenses

Other property acquisition expenses for the nine months ended September 30, 20182019 and 20172018 were approximately $620,000$0.3 million and $64,000,$0.6 million, respectively. The increase in acquisitionAcquisition expenses primarily relatesrelate to the costs associated with our potential acquisitions of self storage facilities prior to the acquisitions becoming probable in accordance with our capitalization policy.  We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.

Interest Expense

Interest expense for the nine months ended September 30, 2019 and 2018 was approximately $2.1 million and 2017 were approximately $142,000 and none,$0.1 million, respectively. The increase in interest expense was due to debt obtained in conjunction with certain of the $17 million draw on the KeyBank Credit Facility in the third quarter ofproperties we acquired subsequent to September 30, 2018. We expect interest expense to increasefluctuate in the future periods commensurate with our future debt levels.level.  

Interest Expense – Debt Issuance Costs

Interest expense – debt issuance costs for the nine months ended September 30, 20182019 and 20172018 were approximately $248,000$1.2 million and none,$0.2 million, respectively. The increase in interest expense – debt issuance costs was due to debt obtained in conjunction with certain of the $17properties we acquired subsequent to September 30, 2018 and approximately $0.6 million draw onof costs incurred related to debt issuance costs that were expensed in accordance with GAAP during the KeyBank Credit Facility in the third quarter of 2018.nine months ended September 30, 2019. We expect interest expense – debt issuance costs to increasefluctuate in the future periods commensurate with our future debt levels.financing activity.  


36


 

Other Income

Other income for the nine months ended September 30, 2018 and 2017 was approximately $154,000 and $0, respectively. The increase in other income primarily relates to interest income earned during the nine months ended September 30, 2018 on cash balances.

Liquidity and Capital Resources

Cash Flows

A comparison of cash flows for operating, investing and financing activities for the nine months ended September 30, 20182019 and 20172018 is as follows:

 

 

Nine Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

September 30, 2018

 

 

September 30, 2017

 

 

Change

 

 

September 30,

2019

 

 

September 30,

2018

 

 

Change

 

Net cash flow provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(1,172,370

)

 

$

(965,766

)

 

$

(206,604

)

 

$

397,364

 

 

$

(1,172,370

)

 

$

1,569,734

 

Investing activities

 

 

(75,795,331

)

 

 

(5,275,000

)

 

 

(70,520,331

)

 

 

(65,435,881

)

 

 

(75,795,331

)

 

 

10,359,450

 

Financing activities

 

 

67,023,047

 

 

 

20,406,088

 

 

 

46,616,959

 

 

 

54,882,436

 

 

 

67,023,047

 

 

 

(12,140,611

)

 

Cash flows used inprovided by (used in) operating activities for the nine months ended September 30, 20182019 and 20172018 were approximately $1.2$0.4 million and $1.0$(1.2) million, respectively, an increasea change of approximately $0.2$1.6 million. The changedecrease in cash used in our operating activities is primarily the result of an increasea decrease in our net loss, adjusted for depreciation and amortization.amortization of approximately $1.6 million.

 

Cash flows used in investing activities for the nine months ended September 30, 20182019 and 20172018 were approximately $65.4 million and $75.8 million, and $5.3 million, respectively, an increasea change of approximately $70.5$10.4 million. The increasedecrease in cash used in our investing activities is primarily the result of decreases in cash used for purchase of real estate of approximately $14.6 million, investment in equity method investment of approximately $2.7 million and deposits on acquisitions of real estate of approximately $2.3 million, offset by an increase in acquisitionsinvestments in unconsolidated real estate ventures of approximately $8.3 million during the nine months ended September 30, 2018 of approximately $64.9 million, an increase in investment in equity method investment of approximately $2.5 million, an increase in investment in joint ventures of approximately $0.9 million, as well as an increase in deposits made on potential future acquisitions of approximately $2.8 million, offset by a return of deposits of approximately $0.8 million.2019.

Cash flows provided by financing activities for the nine months ended September 30, 20182019 and 20172018 were approximately $54.9 million and $67.0 million, and $20.4 million, respectively, an increasea change of approximately $46.6$12.1 million. The increasedecrease in cash provided by our financing activities is primarily the result of a decrease in net proceeds from debt of $37.0 million and increase in cash distributions paid of approximately $2.1 million, offset by an increase in net proceeds raised from our offeringOffering of approximately $31.6 million and proceeds from issuance of debt of $17.0 million, primarily offset by an increase in cash distributions paid of approximately $1.3 million and an increase in debt issuance costs of approximately $0.7$28.0 million.

Short-Term Liquidity and Capital Resources

Through March 17, 2017, the date we commenced our Offering, we met our short-term operating liquidity requirements through advances from our Advisor or its affiliates, as we needed to fund our offering costs and operating expenses incurred before our Offering commenced. Currently, weWe generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds from our Offering, proceeds from secured or unsecured financing from banks or other lenders, net cash provided by property operations and advances from our Advisor which will be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our advisory agreement with our Advisor.


Distribution Policy

On September 26, 2018,20, 2019, our board of directors declared a daily distribution rate for the fourth quarter of 20182019 of approximately $0.004281$0.00428 per day per share on the outstanding shares of common stock payable to Class A, Class T and Class W stockholders of record of such shares as shown on our books at the close of business on each day of the period commencing on October 1, 20182019 and continuing on each day thereafter through and includingending December 31, 2018.2019. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.003618$0.00362 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.003969$0.00397 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.

Currently, we are making distributions to our stockholders primarily using proceeds from the Public Offering in anticipation of future cash flow. As such, this reduces the amount of capital we will ultimately invest in properties. Because substantially all of our operations are performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from the Public Offering. Though we presently intend to pay only cash distributions, and potentially stock distributions, we are authorized by our charter to pay in-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving such in-kind distributions; and (c) in-kind distributions are only made to those stockholders who accept such offer.

37


During our Offering, when we may raise capital more quickly than we acquire income-producing assets, we may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the Offering and the Private Offering Transaction.Public Offering. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investmentinvestments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Distributions are paid to our stockholders as of the record date selected by our board of directors. We currently pay distributions monthly based on daily declaration and record dates so that investors may be entitled to distributions immediately upon purchasing our shares. We expect to continue to regularly pay distributions unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. Distributions will be authorized at the discretion of our board of directors, which will be directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Our board of directors may increase, decrease or eliminate the distribution rate that is being paid at any time. Distributions will be made on all classes of our common stock at the same time. The per share amount of distributions on Class A Shares, Class T Shares and Class W Shares will likely differ because of different allocations of class-specific expenses. Specifically, distributions on Class T Shares will likely be lower than distributions on Class A Shares because Class T Shares are subject to ongoing stockholder servicing fees and distributions of Class W Shares will likely be lower than distributions on Class A Shares because Class W Shares are subject to the ongoing dealer manager servicing fees. The funds we receive from operations that are available for distribution may be affected by a number of factors, including the following:

the amount of time required for us to invest the funds received in the Offering;

our operating and interest expenses;

the amount of distributions or dividends received by us from our indirect real estate investments;

our ability to keep our properties occupied;

our ability to maintain or increase rental rates;


the amount of time required for us to invest the funds received in the Public Offering;

 

our operating and interest expenses;

the amount of distributions or dividends received by us from our indirect real estate investments;

our ability to keep our properties occupied;

our ability to maintain or increase rental rates;

capital expenditures and reserves for such expenditures;

the issuance of additional shares; and

the issuance of additional shares; and

financings and refinancings.

financings and refinancings.

The following shows our distributions and the sources of such distributions for the respective periods presented:

 

 

Nine Months Ended

September 30, 2018

 

 

 

 

 

 

Nine Months Ended

September 30, 2017

 

 

 

 

 

 

Nine Months

Ended

September 30, 2019

 

 

 

 

 

 

Nine Months

Ended

September 30, 2018

 

 

 

 

 

Distributions paid in cash — common

stockholders

 

$

1,742,075

 

 

 

 

 

 

$

382,189

 

 

 

 

 

 

$

3,807,794

 

 

 

 

 

 

$

1,742,075

 

 

 

 

 

Distributions paid in cash — Operating

Partnership unitholders

 

 

11,005

 

 

 

 

 

 

 

7,762

 

 

 

 

 

 

 

10,426

 

 

 

 

 

 

 

11,005

 

 

 

 

 

Distributions reinvested

 

 

1,307,604

 

 

 

 

 

 

 

31,391

 

 

 

 

 

 

 

3,530,610

 

 

 

 

 

 

 

1,307,604

 

 

 

 

 

Total distributions

 

$

3,060,684

 

 

 

 

 

 

$

421,342

 

 

 

 

 

 

$

7,348,830

 

 

 

 

 

 

$

3,060,684

 

 

 

 

 

Source of distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by operations

 

$

 

 

 

0

%

 

$

 

 

 

0

%

 

$

397,364

 

 

 

5.4

%

 

$

 

 

 

0

%

Proceeds from the Offering and the

Private Offering Transaction

 

 

1,753,080

 

 

 

57.3

%

 

 

389,951

 

 

 

92.5

%

Proceeds from the Public Offering

 

 

3,420,856

 

 

 

46.6

%

 

 

1,753,080

 

 

 

57.3

%

Offering proceeds from distribution

reinvestment plan

 

 

1,307,604

 

 

 

42.7

%

 

 

31,391

 

 

 

7.5

%

 

 

3,530,610

 

 

 

48.0

%

 

 

1,307,604

 

 

 

42.7

%

Total sources

 

$

3,060,684

 

 

 

100.0

%

 

$

421,342

 

 

 

100.0

%

 

$

7,348,830

 

 

 

100.0

%

 

$

3,060,684

 

 

 

100.0

%

 

38


From our inception through September 30, 2018,2019, we paid cumulative distributions of approximately $3.9$12.9 million, as compared to cumulative net loss attributable to our common stockholders of approximately $3.9$13.1 million. For the nine months ended September 30, 2019, we paid distributions of approximately $7.3 million, as compared to a net loss attributable to our common stockholders of approximately $7.1 million. Net loss attributable to our common stockholders for the nine months ended September 30, 2019 reflects non-cash depreciation and amortization of approximately $8.5 million and acquisition related expenses of approximately $0.8 million. From our inception through September 30, 2019, cumulative net loss attributable to our common stockholders reflects non-cash depreciation and amortization of approximately $12.6 million, and acquisition related expenses of approximately $2.6 million.

For the nine months ended September 30, 2018, we paid distributions of approximately $3.1 million, as compared to a net loss attributable to our common stockholders of approximately $2.7 million. Net loss attributable to our common stockholders for the nine months ended September 30, 2018 reflects non-cash depreciation and amortization of approximately $1.9 million and acquisition related expenses of approximately $1.1 million. CumulativeFrom our inception through September 30, 2019, cumulative net loss attributable to our common stockholders reflects non-cash depreciation and amortization of approximately $2.2 million, and acquisition related expenses of approximately $1.5 million.

For the nine months ended September 30, 2017, we paid total distributions of approximately $421,000. From our commencement of paying cash distributions on our common shares in February 2017, distributions were paid solely from proceeds of our Primary Offering and Private Offering Transaction.

We must distribute to our stockholders at least 90% of our taxable income each year in order to meet the requirements for being treated as a REIT under the Code. Our directors may authorize distributions in excess of this percentage as they deem appropriate. Because we may receive income from interest or rents at various times during our fiscal year, distributions may not reflect our income earned in that particular distribution period, but may be made in anticipation of cash flow that we expect to receive during a later period and may be made in advance of actual receipt of funds in an attempt to make distributions relatively uniform. To allow for such differences in timing between the receipt of income and the payment of expenses, and the effect of required debt payments, among other things, we could be required to borrow funds from third parties on a short-term basis, issue new securities, or sell assets to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. We are not prohibited from undertaking such activities by our charter, bylaws or investment policies, and we may use an unlimited amount from any source to pay our distributions. These methods of obtaining funding could affect future distributions by increasing operating costs and decreasing available cash, which could reduce the value of our stockholders’ investment in our shares. In addition, such distributions may constitute a return of investors’ capital.


We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in the Public Offering. The payment of distributions from sources other than cash flows from operations may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.

Over the long-term, we expect that a greater percentage of our distributions will be paid from cash flows from operations. However, our operating performance cannot be accurately predicted and may deteriorate in the future due to numerous factors, including our ability to raise and invest capital at favorable yields, the financial performance of our investments in the current real estate and financial environment and the types and mix of investments in our portfolio. As a result, future distributions declared and paid may exceed cash flow from operations.

Indebtedness

As of September 30, 2018,2019, our total indebtedness was approximately $17.0$44.1 million which included approximately $42.0 million of variable rate debt and approximately $2.2 million of fixed rate debt, less approximately $0.4 million$69,000 in net debt issuance costs. As of December 31, 2017, we did not have any third-party indebtedness.2018, our total indebtedness was approximately $63.8 million which included approximately $62.0 million of variable rate debt and approximately $2.3 million of fixed rate debt, less approximately $0.5 million in net debt issuance costs. On June 27, 2019, our KeyBank Credit Facility was repaid in full with the initial proceeds from our Revolving KeyBank Credit Facility. See NoteNotes 5 and 11 of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds arewill be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of interest on our outstanding indebtedness, if any.

Long-term potential future sources of capital include proceeds from our Offering, secured or unsecured financings from banks or other lenders, issuance of equity instruments and undistributed funds from operations. To the extent we are not able to secure requisite financing in the form of a credit facility or other debt, we will be dependent upon proceeds from the issuance of equity securities and cash flows from operating activities in order to meet our long-term liquidity requirements and to fund our distributions.

39


Contractual Obligations

The following table summarizes our contractual obligations as of September 30, 2018:2019:

 

 

Payments due during the years ended December 31,

 

 

Payments due during the years ended December 31,

 

 

Total

 

 

2018

 

 

2019-2020

 

 

Thereafter

 

 

Total

 

 

2019

 

 

2020-2021

 

 

2022-2023

 

 

Thereafter

 

Mortgage interest(1)

 

$

707,230

 

 

$

212,169

 

 

$

495,061

 

 

$

 

 

$

5,173,868

 

 

$

407,205

 

 

$

3,239,079

 

 

$

1,091,766

 

 

$

435,818

 

Mortgage principal(2)

 

 

17,000,000

 

 

 

 

 

 

17,000,000

 

 

 

 

 

 

44,213,176

 

 

 

30,969

 

 

 

266,314

 

 

 

42,302,456

 

 

 

1,613,437

 

Total contractual obligations

 

$

17,707,230

 

 

$

212,169

 

 

$

17,495,061

 

 

$

 

 

$

49,387,044

 

 

$

438,174

 

 

$

3,505,393

 

 

$

43,394,222

 

 

$

2,049,255

 

 

(1)

Interest expense on variable rate debt was calculated based upon the contractual ratesrate in effect as of September 30, 2018.2019. Interest expense on the Revolving KeyBank Credit Facility is calculated presuming the amount outstanding as of September 30, 2019 would remain outstanding through the maturity date of June 27, 2022.

(2)

Amount represents principal payments only, excluding debt issuance costs.

Off-Balance Sheet Arrangements

On July 31, 2018, one of our subsidiaries made a preferred equity investment in an entity that is developing a self storage facility. For more information please see Note 10 of the Notes to the Consolidated Financial Statements contained in this report. The investment is accounted for under the equity method of accounting. We also have joint ventures with SmartCentres, which are accounted for using the equity method of accounting.accounting (Note 4). Other than the foregoing, we do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purpose entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.


Subsequent Events

Please see Note 11 of the Notes to the Consolidated Financial Statements contained in this report.

Seasonality

We believe that we will experience minor seasonal fluctuations in the occupancy levels of our facilities which we believe will be slightly higher over the summer months due to increased moving activity.

40


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we expect that the primary market risk to which we will be exposed is interest rate risk and to a lesser extent, foreign currency risk. We may be exposed to the effects of interest rate changes primarily as a result of borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

As of September 30, 2018,2019, our total indebtedness was approximately $17.0$44.1 million, which was entirelyincluded approximately $42.0 million in variable rate debt and approximately $2.2 million in fixed rate debt, less approximately $0.4 million$69,000 in debt issuance costs. As of December 31, 2017, we had no debt. Our2018, our total indebtedness was approximately $63.8 million, which included approximately $62.0 million in variable rate debt instruments were entered into for other than trading purposes.and approximately $2.3 million in fixed rate debt, less approximately $0.5 million in debt issuance costs. A change in interest rates on variable debt could impact the interest incurred and cash flows and its fair value. If the underlying rate of the related index on our variable rate debt were to increase by 100 basis points, the increase in interest would decrease future earnings and cash flows by approximately $0.2$0.4 million annually.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

The following table summarizes future debt maturities and average interest rates on our outstanding debt as of September 30, 2018:2019:

 

 

Payments due during the years ended December 31,

 

 

Payments due during the years ended December 31,

 

 

2018

 

 

2019

 

 

Thereafter

 

 

Total

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total

 

Variable rate debt

 

$

 

 

$

17,000,000

 

 

$

 

 

$

17,000,000

 

 

$

 

 

$

 

 

$

 

 

$

42,000,000

 

 

$

 

 

$

 

 

$

42,000,000

 

Average interest rate(1)

 

 

4.99

%

 

 

4.99

%

 

N/A

 

 

 

 

 

 

 

3.5

%

 

 

3.5

%

 

 

3.5

%

 

 

3.5

%

 

N/A

 

 

N/A

 

 

 

 

 

Fixed rate debt

 

$

30,969

 

 

$

128,922

 

 

$

137,392

 

 

$

146,418

 

 

$

156,038

 

 

$

1,613,437

 

 

$

2,213,176

 

Average interest rate(1)

 

 

6.4

%

 

 

6.4

%

 

 

6.4

%

 

 

6.4

%

 

 

6.4

%

 

 

6.4

%

 

 

 

 

(1)

Interest expense for the variable rate debt was calculated based on the contractual rate in effect on September 30, 2018.2019. Interest expense on the Revolving KeyBank Credit Facility is calculated presuming the amount outstanding as of September 30, 20182019 would remain outstanding through the maturity date of July 31, 2019.June 27, 2022.

Currently, our only foreign exchange rate risk comes from our investments in our Canadian propertiesjoint ventures and the Canadian Dollar (“CAD”). As a result of fluctuations in currency exchange, our cash flows and results of operations could be affected.


ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

41


Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

None.

ITEM 1A.

RISK FACTORS

The following should be read in conjunction with the risk factors set forth in the “Risk Factors” section of the prospectus contained in our registration statement, as amended and supplemented throughRegistrant’s Annual Report on Form 10-K for the date of this report. With the exception of the risk factors set forth below, there have been no material changes from the risk factors set forth in such prospectus.year ended December 31, 2018.

We have incurred a net loss to date, have an accumulated deficit and our operations may not be profitable in 2018.2019.

We incurred a net loss attributable to common stockholders of approximately $1.2$2.0 million and $2.7$7.1 million for the three and nine months ended September 30, 2018,2019, respectively. Our accumulated deficit was approximately $3.9$13.1 million as of September 30, 2018.2019. Given that we are still early in our fundraising and acquisition stage, our operations may not be profitable in 2018.2019.

We have paid,may only calculate the value per share for our shares annually and, therefore, you may not be able to determine the net asset value of your shares on an ongoing basis during this offering.

On June 20, 2019, our board of directors 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, 2019. Our board of directors approved this estimated value per share pursuant to rules promulgated by FINRA. When determining the estimated value per share, there are currently no SEC, federal and state rules that establish requirements specifying the methodology to employ in determining an estimated value per share; provided, however, that the determination of the estimated value per share must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert or service and must be derived from a methodology that conforms to standard industry practice.

We intend to use this estimated per share value of our shares until the next net asset valuation approved by our board of directors, which we are required to approve at least annually. We may not calculate the net asset value per share for our shares more than annually. Therefore, you may not be able to determine the net asset value of your shares on an ongoing basis during this offering. See “Investment by Tax-Exempt Entities and ERISA Considerations — Annual Valuation Requirement.”

In determining our estimated value per share, we primarily relied upon a valuation of our portfolio of properties as of March 31, 2019. Valuations and appraisals of our properties are estimates of fair value and may continuenot necessarily correspond to pay, distributions from sources other than cash flow from operations, whichrealizable value upon the sale of such properties, therefore our estimated net asset value per share may include borrowings ornot reflect the net proceedsamount that would be realized upon a sale of each of our offerings (which may constituteproperties.

For the purposes of calculating the estimated value per share, an independent third party appraiser valued our properties as of March 31, 2019. The valuation methodologies used to value our properties involved certain subjective judgments. Ultimate realization of the value of an asset depends to a returngreat extent on economic and other conditions beyond our control and the control of capital); therefore, we will have fewer funds available forour Advisor and independent appraiser. Further, valuations do not necessarily represent the acquisitionprice at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. Therefore, the valuations of our properties and our stockholders’ overall returninvestments in real estate related assets may not correspond to the timely realizable value upon a sale of those assets. Because the price you will pay for shares in this offering is primarily based on the estimated net asset value per share, you may pay more than realizable value when you purchase your shares or receive less than realizable value for your investment when you sell your shares.

42


The offering price of our shares may not be reduced. Therefore, it is likely that some or allindicative of the distributionsprice at which our shares would trade if they were actively traded.

Our board of directors determined the offering price of our shares based upon a number of factors but primarily based on the estimated per share value of our shares determined by our board of directors. There are no established criteria for valuing issued or outstanding shares of companies like us. Therefore, our offering price may not be indicative of either the price at which our shares would trade if they were listed on a national exchange or actively traded by brokers or of the proceeds that a stockholder would receive if we make will represent a return of capitalwere liquidated or dissolved and the proceeds were distributed to our stockholders, at least instockholders.

Our share price is primarily based on the first few years of operation.

In the event we do not have enough cash from operations to fund our distributions, we may borrow, issue additional securities, or sell assets in order to fund the distributions or make the distributions out of net proceeds from our Offering and the Private Offering Transaction (which may constitute a return of capital). We are not prohibited from undertaking such activities by our charter, bylaws, or investment policies. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to our stockholders, at least in the first few years of operation. From the commencement of paying cash distributions in February 2017, all distributions have been paid from the net proceedsestimated per share value of our Offeringshares, but also based upon subjective judgments, assumptions, and opinions by management, which may or may not turn out to be correct. Therefore, our share price may not reflect the Private Offering Transaction. We may useprecise amount that might be paid to you for your shares in a market transaction.

Our current share price is primarily based on our estimated value per share, which was based on an unlimited amount from any source to pay our distributions, and it is likely that we will continue to use Offering proceeds to fund a majorityestimate of our early distributions. Payment of distributions in excess of earnings may have a dilutive effect on the value of our shares. If we continueproperties — consisting principally of illiquid commercial real estate — as of March 31, 2019. The valuation methodologies used by the independent appraiser retained by our board of directors to pay distributions from sources other than cash flow from operations, we will have fewer funds available for acquiring properties,estimate the value of our wholly-owned self storage facilities as of March 31, 2019 involved subjective judgments, assumptions, and opinions, which may reduceor may not turn out to be correct. In addition, our stockholders’ overall returns. Additionally,board of directors based our share price primarily on the estimated value per share which, although heavily reliant upon the independent appraisal, involved certain subjective judgments, assumptions, and opinions of management. As a result, our share price may not reflect the precise amount that might be paid to for your shares in a market transaction.

Our Advisor will face conflicts of interest relating to the extent distributions exceed cash flow from operations, a stockholder’s basispurchase of properties, including conflicts with SmartStop and Strategic Storage Growth Trust II, Inc., and such conflicts may not be resolved in our stock may be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may recognize a capital gain.


Strategic Transfer Agent Services, LLC, our Transfer Agent, has a limited operating history and a failure by our Transfer Agent to perform its functions for us effectively mayfavor, which could adversely affect our operations.investment opportunities.

We may be buying properties at the same time as one or more of the other programs managed by officers and key personnel of our Advisor, including SmartStop, a public non-traded REIT that invests in self storage properties with total assets of approximately $1.3 billion as of June 30, 2019, and SSGT II, a private REIT sponsored by our Sponsor that invests in self storage properties, and other private programs sponsored by our Sponsor. We anticipate that our Sponsor will have the first right to purchase certain self storage properties, and our Sponsor may have access to significantly greater capital than us. Our Transfer AgentAdvisor and our Property Manager will have conflicts of interest in allocating potential properties, acquisition expenses, management time, services and other functions between various existing enterprises or future enterprises with which they may be or become involved and our Sponsor’s investment allocation policy may not mitigate these risks. There is a related party which was recently launched as a new business. While it is a registered transfer agent with the SEC, the business was formed on October 21, 2017 and has not had any significant operations to date. Because of its limited experience, there is no assurancerisk that our Transfer AgentAdvisor will choose a property that provides lower returns to us than a property purchased by another program sponsored by our Sponsor or its affiliates. We cannot be sure that officers and key personnel acting on behalf of our Advisor and on behalf of these other programs will act in our best interests when deciding whether to allocate any particular property to us. Such conflicts that are not resolved in our favor could result in a reduced level of distributions we may be able to effectively provide transfer agentpay to you and registrar services to us. Furthermore, our Transfer Agent will be responsible for supervising third party service providers who may, at times, be responsible for executing certain transfer agent and registrar services.the value of your investment. If our Transfer Agent failsAdvisor or its affiliates breach their legal or other obligations or duties to perform its functionsus, or do not resolve conflicts of interest in the manner described in this prospectus, we may not meet our investment objectives, which could reduce our expected cash available for us effectively, our operations may be adversely affected.distribution to you and the value of your investment.

43


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

None.

(b)

On March 17, 2017, our Offering (SEC File No. 333-212639) of up to $1.0 billion in shares of our common stock in our primary offering was declared effective by the SEC, consisting of three classes of shares: Class A shares for $25.00 per share (up to $450 million in shares), Class T shares for $24.21 per share (up to $450 million in shares), and Class W shares for $22.75 per share (up to $100 million in shares) and up to $95 million in shares pursuant to our distribution reinvestment plan at $23.75 per share for Class A shares, $23.00 per share for Class T shares and $22.75 per share for Class W shares. AsOn June 20, 2019, our board of September 30, 2018, we had sold approximately 2,264,000 directors, upon recommendation of our nominating and corporate governance committee, approved an estimated value per share of $22.65 for our Class A shares, for gross offering proceeds of approximately $56.4 million, approximately 1,254,000 Class T shares, for gross offering proceeds of approximately $30.4 million and approximately 291,000 Class W shares for grossbased 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, 2019. As a result of the calculation of our estimated value per share, effective on June 21, 2019, the offering proceedsprice of approximately $6.6 million pursuant to our Primary Offering and had sold approximately 360,577 Class A Shares inshares became $24.89 per share, the Private Offering Transaction for gross proceedsoffering price of approximately $7.5 million. In conjunction with the Private Offering TransactionClass T shares became $24.10 per share, and the Primary Offering, we have incurred approximately $8.6 million in sales commissions and dealer manager fees (of which approximately $6.6 million was re-allowed to a third party broker-dealer), and approximately $3.1offering price of Class W shares became $22.65 per share.

As of September 30, 2019, we had sold approximately 4.0 million Class A shares for gross offering proceeds of approximately $99.0 million, approximately 3.4 million Class T shares for gross offering proceeds of approximately $81.9 million and approximately 0.9 million Class W shares for gross offering proceeds of approximately $20.8 million pursuant to our Primary Offering and had sold approximately 360,577 Class A Shares in the Private Offering Transaction for gross proceeds of approximately $7.5 million. In conjunction with the Private Offering Transaction and the Primary Offering, we have incurred approximately $17.8 million in sales commissions and dealer manager fees (of which approximately $11.3 million was re-allowed to a third party broker-dealer), and approximately $4.0 million in organization and offering costs.

With the net offering proceeds of the Public Offering, we acquired approximately $82.6$197 million in self storage facilities and made the other payments reflected under “Cash Flows from Financing Activities” in our consolidated statements of cash flows included in this report.

(c)

Our share redemption program enables our stockholders to have their shares redeemed by us, subject to the significant conditions and limitations described in our prospectus. For the nine months ended September 30, 2018,2019, we received one redemption requestrequests totaling approximately $27,000$660,000 (approximately 1,20029,000 shares), approximately $320,000 of which waswere fulfilled during the nine months ended September 30, 2019, with the remaining approximately $340,000 included in accounts payable and accrued liabilities as of September 30, 2018,2019, and fulfilled in October 2018.2019. For the year ended December 31, 2017,2018, we did not receive anyreceived redemption requests for redemptions.totaling approximately $110,000 (approximately 4,900 shares), approximately $30,000 of which were fulfilled during the year ended December 31, 2018, with the remaining approximately $80,000 included in accounts payable and accrued liabilities as of December 31, 2018, and fulfilled in January 2019. During the three months ended September 30, 2019, we redeemed shares as follows:

 

For the Month Ended

Total Number of

Shares Redeemed

Average Price

Paid per Share

Total Number of

Shares Redeemed as

Part of Publicly

Announced Plans or

Programs

Maximum Number

(or Approximate

Dollar Value) of

Shares (or Units)

That May Yet to be

Purchased Under the

Plans or Programs

July 31, 2018

$

35,428(1)

August 31, 2018

35,428(1)

September 30, 2018

35,428(1)

For the Month Ended

 

Total Number

of Shares

Redeemed

 

 

Average Price

Paid per Share

 

 

Total Number

of Shares

Redeemed as

Part of Publicly

Announced

Plans or

Programs

 

 

Maximum

Number (or

Approximate

Dollar Value)

of Shares (or Units)

That May Yet

to be Purchased

Under the Plans

or Programs

 

July 31, 2019

 

 

10,346

 

 

$

22.65

 

 

 

10,346

 

 

 

151,557

 

August 31, 2019

 

 

 

 

 

 

 

 

 

 

 

151,557

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

151,557

 

(1)

A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.


44


ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

The exhibits required to be filed with this report are set forth on the Exhibit Index hereto and incorporated by
reference herein.

 


45


EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended September 30, 20182019 (and are numbered in accordance with Item 601 of Regulation S-K).

 

Exhibit No.

 

Description

 

 

 

  3.1

 

First Articles of Amendment and Restatement of Strategic Storage Trust IV, Inc., incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on February 10, 2017, Commission File No. 333-212639

 

 

 

  3.2

 

Bylaws of Strategic Storage Trust IV, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-11, filed on July 22, 2016, Commission File No. 333-212639

 

  3.3

 

Certificate of Correction to the First Articles of Amendment and Restatement of Strategic Storage Trust IV, Inc., incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report onRegistrant’s Form 10-Q, filed on August 13, 2018, Commission File No. 000-55928

 

 

 

  4.1

 

Form of Subscription Agreement and Subscription Agreement Signature Page (included as Appendix A to prospectus), incorporated by reference to Supplement No. 6, dated October 31, 2018, to the Company’s prospectus, dated April 26, 2018, filed on October 31, 2018,April 19, 2019, Commission File No. 333-212639

 

10.1*10.1

 

Amendment No. 1Increase Agreement, dated August 9, 2019, incorporated by reference to Exhibit 10.1 to the First Amended and Restated Limited PartnershipCompany’s Current Report on Form 8-K filed on August 13, 2019, Commission File No. 000-55928

10.2

Joinder Agreement, dated August 9, 2019, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August  13, 2019, Commission File No. 000-55928

10.3

Schedule of Strategic Storage Operating Partnership IV, L.P.Omitted Documents, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August  13, 2019, Commission File No. 000-55928

10.4

Purchase Agreement (University City, Charlottesville, Ardrey Kell), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 22, 2019, Commission File No. 000-55928

10.5

Purchase Agreement (Ocoee), incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 22, 2019, Commission File No. 000-55928

 

 

 

31.1*

 

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2*

 

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1*

 

Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2*

 

Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101*

 

The following Strategic Storage Trust IV, Inc. financial information for the nine monthsquarter ended September 30, 2018,2019, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated StatementStatements of Equity, (v) Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

104*

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 has been formatted in Inline XBRL.

 

*

Filed herewith.

 


SIGNATURES46


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

STRATEGIC STORAGE TRUST IV, INC.

(Registrant)

Dated: November 13, 20188, 2019

 

By:

/s/ Matt F. Lopez

 

 

 

Matt F. Lopez

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

45

47