0000950170-24-096043.txt : 20240813 0000950170-24-096043.hdr.sgml : 20240813 20240813144714 ACCESSION NUMBER: 0000950170-24-096043 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 91 CONFORMED PERIOD OF REPORT: 20240630 FILED AS OF DATE: 20240813 DATE AS OF CHANGE: 20240813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SmartStop Self Storage REIT, Inc. CENTRAL INDEX KEY: 0001585389 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 461722812 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-55617 FILM NUMBER: 241200698 BUSINESS ADDRESS: STREET 1: 10 TERRACE ROAD CITY: LADERA RANCH STATE: CA ZIP: 92694 BUSINESS PHONE: 949 429 6600 MAIL ADDRESS: STREET 1: 10 TERRACE ROAD CITY: LADERA RANCH STATE: CA ZIP: 92694 FORMER COMPANY: FORMER CONFORMED NAME: Strategic Storage Trust II, Inc. DATE OF NAME CHANGE: 20130828 10-Q 1 ck0001585389-20240630.htm 10-Q 10-Q
--12-31false0001585389Q2http://fasb.org/us-gaap/2023#LandMemberhttp://fasb.org/us-gaap/2023#RealEstateInvestmentMemberhttp://fasb.org/us-gaap/2023#RealEstateInvestmentMemberP1YP3Y2026-03-312027-03-310001585389ck0001585389:SeriesAConvertiblePreferredStockMember2023-04-012023-06-300001585389us-gaap:FairValueInputsLevel3Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentySixMemberus-gaap:InterestRateCapMember2024-01-012024-06-300001585389us-gaap:InterestRateCapMember2024-01-012024-06-300001585389us-gaap:NoncontrollingInterestMember2023-03-310001585389us-gaap:OtherIncomeMemberck0001585389:SsgtIiiOpMember2024-04-012024-06-300001585389us-gaap:FairValueInputsLevel2Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001585389us-gaap:RestrictedStockMembersrt:MinimumMemberck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberus-gaap:IPOMemberck0001585389:CommonClassTMember2017-01-012017-01-310001585389us-gaap:RevolvingCreditFacilityMemberck0001585389:KeyBankMember2021-03-170001585389ck0001585389:RegentOntarioMember2024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourOneMemberus-gaap:InterestRateCapMember2024-06-300001585389ck0001585389:SSTVIAdvisoryAgreementMemberck0001585389:CommonClassWMember2023-01-012023-12-310001585389us-gaap:RetainedEarningsMember2024-01-012024-06-300001585389ck0001585389:JVPropertiesMemberck0001585389:CorporatesAndOthersMember2023-04-012023-06-300001585389ck0001585389:SSGTIIMergerAgreementMember2022-06-010001585389ck0001585389:KeyBankMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389ck0001585389:PropertyOperatingExpensesMemberck0001585389:SelfStorageMember2023-04-012023-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMembersrt:MinimumMember2022-04-190001585389ck0001585389:TenantProtectionProgramMember2023-04-012023-06-300001585389us-gaap:CorporateAndOtherMember2023-01-012023-06-300001585389ck0001585389:CommonClassTMember2024-04-012024-06-300001585389ck0001585389:AncillaryOperatingRevenueMember2024-01-012024-06-300001585389us-gaap:AssetManagement1Memberck0001585389:SsgtIiiAdvisoryAgreementMember2024-01-012024-06-300001585389us-gaap:CommonClassAMember2023-12-310001585389ck0001585389:KeyBankSstIvCmbsLoanMember2021-03-170001585389ck0001585389:SstViMember2024-06-282024-06-280001585389ck0001585389:SmartCentresStorageFinanceLPMemberck0001585389:RegentProperty1Member2022-05-250001585389us-gaap:CommonClassAMember2024-01-152024-01-150001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001585389us-gaap:FairValueInputsLevel2Memberck0001585389:ForeignCurrencyHedgesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2023-03-310001585389us-gaap:InterestRateSwapMemberus-gaap:OtherAssetsMember2024-06-300001585389ck0001585389:KeyBankMemberck0001585389:CreditFacilityTermLoanMember2021-03-170001585389us-gaap:SecuredDebtMemberck0001585389:KeybankCmbsLoanMember2024-06-300001585389us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2024-06-300001585389ck0001585389:ReimbursableCostsFromManagedREITsMemberck0001585389:ManagedREITPlatformMember2024-04-012024-06-300001585389country:CA2024-04-012024-06-300001585389ck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389us-gaap:PreferredStockMember2024-06-300001585389ck0001585389:JVPropertiesMemberus-gaap:CorporateAndOtherMembercountry:CA2023-12-310001585389us-gaap:CorporateAndOtherMember2024-01-012024-06-300001585389ck0001585389:TenantProtectionProgramMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2023-04-012023-06-300001585389ck0001585389:WhitbyPropertyMember2023-01-120001585389us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberck0001585389:ForeignCurrencyHedgesMember2023-12-310001585389ck0001585389:SstViMember2024-06-280001585389ck0001585389:KeyBankMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:SelfStorageMemberck0001585389:AncillaryOperatingRevenueMember2023-01-012023-06-300001585389us-gaap:GeneralAndAdministrativeExpenseMember2024-04-012024-06-300001585389ck0001585389:OtherManagedREITRevenueMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-03-310001585389us-gaap:CommonClassAMemberck0001585389:SSTIVMergerAgreementMember2021-03-172021-03-170001585389us-gaap:AssetManagement1Memberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2023-01-012023-06-300001585389ck0001585389:SSTIVCMBSLoanMember2024-01-012024-06-300001585389ck0001585389:RbcJvTermLoanMember2023-11-032023-11-030001585389us-gaap:FairValueInputsLevel3Memberck0001585389:ForeignCurrencyHedgesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389ck0001585389:SSGTIIMergerAgreementMembercountry:CA2024-01-012024-06-300001585389ck0001585389:KeyBankMembersrt:MinimumMemberck0001585389:SecurityInterestTerminationEventMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2023-12-310001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2022-12-310001585389ck0001585389:SSTVIAdvisoryAgreementMemberck0001585389:CommonClassWMember2022-10-252022-10-250001585389ck0001585389:ManagedREITPlatformExpensesMember2024-04-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedMayOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2024-01-012024-06-300001585389us-gaap:RevolvingCreditFacilityMembercurrency:USD2024-06-300001585389ck0001585389:CurrentDistributionReinvestmentPlanMemberus-gaap:CommonClassAMember2024-01-012024-06-300001585389ck0001585389:PropertyOperatingExpensesMember2024-01-012024-06-300001585389ck0001585389:SSTIVCMBSLoanMember2023-12-3100015853892024-04-120001585389ck0001585389:CreditFacilityTermLoanMember2024-01-012024-06-300001585389ck0001585389:PropertyOperatingExpensesMember2023-04-012023-06-300001585389ck0001585389:AdvisorSSTorontoREITAdvisorsIncAndSSGrowthAdvisorLLCMember2024-06-300001585389ck0001585389:OtherManagedREITRevenueMember2023-01-012023-06-300001585389ck0001585389:StrategicStorageTrademarkMember2024-06-300001585389us-gaap:InterestRateCapMemberck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedJulyOneTwothousandTwentyFiveMember2024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310001585389ck0001585389:AuroraOntarioMember2023-12-310001585389ck0001585389:BaseRateLoansMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:DailySimpleSofrLoansTermSofrLoansAndCorraLoansMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-04-012023-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-04-012023-06-300001585389ck0001585389:CommonClassAAndClassTMemberck0001585389:DistributionReinvestmentPlanMember2024-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-03-3100015853892022-12-310001585389ck0001585389:SSGTIIMergerAgreementMember2022-06-012022-06-010001585389us-gaap:SecuredDebtMemberck0001585389:KeyBankFloridaCMBSLoanMember2023-12-310001585389us-gaap:SubsequentEventMemberus-gaap:ThirdPartyPayorMember2024-07-180001585389ck0001585389:VaughanOntarioMember2024-01-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentySixMemberus-gaap:InterestRateCapMember2024-06-300001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:AdministrativeServicesAgreementMember2023-04-012023-06-300001585389us-gaap:ForeignExchangeForwardMember2023-04-012023-06-300001585389ck0001585389:ScarboroughOntarioMember2024-06-300001585389ck0001585389:RedeemableCommonStockMember2023-12-310001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2022-04-190001585389us-gaap:ParentMember2023-04-012023-06-300001585389us-gaap:CommonClassAMember2024-07-262024-07-260001585389us-gaap:ForeignExchangeForwardMemberck0001585389:DenominatedInCadMaturedAprilTwelveTwoThousandTwentyFourMember2023-01-012023-12-310001585389ck0001585389:KeybankBridgeLoanMemberus-gaap:SubsequentEventMember2024-07-310001585389ck0001585389:PropertyOperatingExpensesMember2023-01-012023-06-300001585389ck0001585389:CorporatesAndOthersMember2024-01-012024-06-300001585389us-gaap:OtherIncomeMemberck0001585389:SsgtIiiOpMember2023-01-012023-06-300001585389ck0001585389:CanadianOvernightRepoRateAverageMaturedMarchSevenTwothousandTwentySevenMemberus-gaap:InterestRateCapMember2024-06-300001585389us-gaap:PreferredStockMember2022-12-310001585389us-gaap:RestrictedStockMember2023-04-012023-06-300001585389ck0001585389:ClassAAndClassA1OpUnitsMember2023-04-012023-06-300001585389us-gaap:PreferredStockMember2023-12-310001585389ck0001585389:StrategicStorageTrustVIAdvisoryAgreementMemberck0001585389:TenantProtectionProgramMember2023-04-012023-06-300001585389us-gaap:CorporateAndOtherMember2023-12-310001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageGrowthTrustIIIPropertyManagementAgreementMember2023-01-012023-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-03-310001585389ck0001585389:WhitbyPropertyMemberck0001585389:SmartCentresStorageFinanceLPMember2023-01-120001585389ck0001585389:ManagedREITSMemberck0001585389:ManagedREITPlatformMember2023-01-012023-06-300001585389ck0001585389:SsgtIiiOpMember2023-12-310001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourOneMemberus-gaap:InterestRateCapMember2023-12-310001585389ck0001585389:ReimbursableCostsFromManagedREITsMember2024-01-012024-06-300001585389us-gaap:InterestRateCapMemberck0001585389:CanadianOvernightRepoRateAverageMaturedMarchSevenTwothousandTwentySevenMember2024-01-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockMember2024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2017-01-012017-01-310001585389us-gaap:ParentMember2024-06-300001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2022-12-310001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:AdministrativeServicesAgreementMember2023-01-012023-06-300001585389ck0001585389:TransferAgentFeesExpensedMember2024-01-012024-06-300001585389ck0001585389:TransferAgentFeesExpensedMemberck0001585389:DealerManagerMember2024-06-300001585389ck0001585389:PreferredStockRedemptionPeriodFourMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389us-gaap:ForeignExchangeForwardMember2023-11-160001585389us-gaap:AdditionalPaidInCapitalMember2023-01-012023-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2024-01-012024-06-300001585389us-gaap:RestrictedStockMembersrt:MinimumMemberck0001585389:TimeBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:ReimbursableCostsFromManagedREITsMember2023-01-012023-06-300001585389ck0001585389:TwoThousandTwentySevenNbcLoanMember2024-03-122024-03-120001585389ck0001585389:RbcJvTermLoanIiMemberus-gaap:SubsequentEventMember2024-07-170001585389ck0001585389:SelfStorageRentalRevenueMember2024-04-012024-06-300001585389us-gaap:NoncontrollingInterestMember2023-06-3000015853892014-01-312014-01-310001585389ck0001585389:SstViMember2023-06-132023-06-130001585389srt:MaximumMember2024-01-012024-06-300001585389ck0001585389:ReimbursableCostsFromManagedREITsMemberck0001585389:ManagedREITPlatformMember2023-04-012023-06-300001585389ck0001585389:KeyBankMembersrt:MinimumMemberck0001585389:SecurityInterestTerminationEventMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389us-gaap:SecuredDebtMemberck0001585389:KeybankCmbsLoanMember2024-01-012024-06-300001585389currency:USDck0001585389:CreditFacilityTermLoanMember2023-12-310001585389ck0001585389:SsgtIiiOpUnitsAndSsgtIiiSlpMemberck0001585389:SsgtIiiOpMember2024-06-300001585389us-gaap:RestrictedStockMember2024-01-012024-06-300001585389us-gaap:LatestTaxYearMember2024-01-012024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMembersrt:MinimumMember2022-12-202022-12-200001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMembersrt:MaximumMemberck0001585389:PreferredStockRedemptionPeriodTenMember2019-10-292019-10-290001585389us-gaap:SubsequentEventMemberck0001585389:SsgtIiiBridgeLoanMember2024-07-310001585389us-gaap:FairValueInputsLevel2Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389ck0001585389:TwoThousandTwentySevenNbcLoanMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-03-070001585389ck0001585389:ClassAAndClassA1OpUnitsMember2024-01-012024-06-300001585389us-gaap:ParentMember2023-12-310001585389ck0001585389:ClassAAndClassA1OpUnitsMember2024-04-012024-06-300001585389us-gaap:SecuredDebtMemberck0001585389:CMBSLoanMember2023-12-310001585389us-gaap:CommonClassAMember2023-04-012023-06-300001585389ck0001585389:SofrIndexAdjustmentMemberck0001585389:CreditFacilityMember2024-01-012024-06-300001585389ck0001585389:HedgeCashSettlementOnNovemberSixteenTwoThousandTwentyThreeMember2023-11-160001585389us-gaap:ForeignExchangeForwardMember2024-01-162024-01-160001585389us-gaap:ForeignExchangeForwardMemberck0001585389:DenominatedInCadMaturedAprilTwelveTwoThousandTwentyFourMember2023-12-310001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2023-12-310001585389ck0001585389:TransferAgentFeesExpensedMember2023-01-012023-12-310001585389ck0001585389:ConsolidatedLeverageRatioMemberck0001585389:DailySimpleSofrLoansTermSofrLoansAndCorraLoansMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:SstViMember2023-12-152023-12-150001585389ck0001585389:ManagedREITPlatformMember2023-01-012023-06-300001585389ck0001585389:ManagedREITPlatformRevenueMemberck0001585389:ManagedREITPlatformMember2023-04-012023-06-300001585389ck0001585389:PreferredStockRedemptionPeriodOneMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:LaderaOfficeLoanMember2023-12-310001585389ck0001585389:PropertyManagementAgreementMember2024-01-012024-06-300001585389us-gaap:SubsequentEventMemberck0001585389:SstViMember2024-08-0700015853892023-01-012023-12-310001585389ck0001585389:ReimbursableCostsFromManagedREITsMemberck0001585389:ManagedREITPlatformMember2023-01-012023-06-300001585389us-gaap:SecuredDebtMemberck0001585389:KeyBankFloridaCMBSLoanMember2024-06-300001585389us-gaap:NoncontrollingInterestMember2024-06-300001585389ck0001585389:KingspointOntarioMember2024-01-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2023-01-012023-12-310001585389ck0001585389:ScarboroughOntarioMember2023-12-310001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2023-04-012023-06-300001585389ck0001585389:RegentProperty1Member2024-06-300001585389ck0001585389:RegentProperty1Member2022-05-250001585389us-gaap:OtherIncomeMember2024-04-012024-06-300001585389ck0001585389:ManagedREITSMember2023-01-012023-06-300001585389ck0001585389:SSTVIOPMember2023-01-302023-01-300001585389ck0001585389:SelfStorageRentalRevenueMemberck0001585389:SelfStorageMember2023-01-012023-06-300001585389ck0001585389:SelfStorageFacilitiesMemberus-gaap:SubsequentEventMember2024-08-130001585389us-gaap:RelatedPartyMemberck0001585389:ManagedREITPlatformRevenueMember2024-06-300001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMember2024-01-012024-06-300001585389ck0001585389:StrategicStorageTrustVIAdvisoryAgreementMemberck0001585389:TenantProtectionProgramMember2023-01-012023-06-300001585389us-gaap:CommonClassAMemberck0001585389:DistributionReinvestmentPlanMember2024-01-012024-06-300001585389us-gaap:OtherIncomeMember2023-04-012023-06-300001585389us-gaap:ParentMember2024-03-310001585389us-gaap:RestrictedStockMemberck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:KeybankBridgeLoanMemberus-gaap:SubsequentEventMember2024-07-312024-07-310001585389us-gaap:SecuredDebtMemberck0001585389:KeyBankPropertyLoanMember2024-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMemberck0001585389:FourPointFiveThreePercentageSeniorNotesMember2022-04-1900015853892024-03-310001585389ck0001585389:PropertyManagementMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2023-01-012023-06-300001585389ck0001585389:SelfStorageRentalRevenueMemberck0001585389:SelfStorageMember2023-04-012023-06-300001585389ck0001585389:StrategicStorageTrustVIAdvisoryAgreementMemberck0001585389:TenantProtectionProgramMember2024-04-012024-06-300001585389ck0001585389:StrategicTransferAgentServicesLlcMember2024-04-292024-04-290001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:TimeBasedAwardsMember2022-12-310001585389ck0001585389:SSTVIAdvisoryAgreementMember2024-06-3000015853892023-01-012023-06-300001585389ck0001585389:SelfStorageRentalRevenueMember2024-01-012024-06-300001585389ck0001585389:VaughanOntarioMember2024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:PerformanceBasedAwardsMember2022-12-310001585389ck0001585389:PreferredStockRedemptionPeriodFiveToTenMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:TrsSubsidiaryMemberck0001585389:ManagedREITPlatformRevenueMember2024-01-012024-06-300001585389ck0001585389:ShareRedemptionProgramMemberck0001585389:RedeemableCommonStockMember2023-01-012023-12-310001585389ck0001585389:ManagedREITPlatformRevenueMemberck0001585389:ManagedREITPlatformMember2024-04-012024-06-300001585389ck0001585389:SstViMember2023-12-310001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-04-012024-06-300001585389country:CA2023-04-012023-06-300001585389ck0001585389:TwoThousandAndTwentyThreePerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:SstViMember2023-06-130001585389ck0001585389:ShareRedemptionProgramMember2024-01-012024-06-300001585389us-gaap:OtherIncomeMemberck0001585389:PropertyManagementAgreementMember2022-01-012022-12-310001585389us-gaap:ParentMember2023-01-012023-06-300001585389ck0001585389:HedgeCashSettlementOnOctoberElevenTwoThousandTwentyThreeMember2023-10-110001585389us-gaap:CommonClassAMemberus-gaap:SubsequentEventMembersrt:MaximumMemberck0001585389:SstViMember2024-08-070001585389us-gaap:AdditionalPaidInCapitalMember2023-03-310001585389ck0001585389:SelfStorageMemberck0001585389:AncillaryOperatingRevenueMember2023-04-012023-06-300001585389ck0001585389:TwoThousandAndTwentySevenNbcLoanMember2024-01-012024-06-300001585389ck0001585389:CorporatesAndOthersMember2024-04-012024-06-300001585389us-gaap:RetainedEarningsMember2022-12-310001585389ck0001585389:WhitbyPropertyMember2023-12-310001585389ck0001585389:SelfStorageFacilitiesMember2024-04-102024-04-100001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMember2022-12-310001585389ck0001585389:PropertyOperatingExpensesMemberck0001585389:SelfStorageMember2024-04-012024-06-300001585389ck0001585389:OperatingPartnershipRedemptionRightsMember2024-01-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedMayOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2024-06-300001585389us-gaap:CommonClassAMember2024-07-260001585389us-gaap:ForeignExchangeForwardMember2023-04-120001585389us-gaap:InterestRateSwapMember2023-04-012023-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2023-03-310001585389ck0001585389:RentalIncomeMemberstpr:CAus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300001585389ck0001585389:JVPropertiesMemberck0001585389:CorporatesAndOthersMember2024-01-012024-06-300001585389us-gaap:InterestRateCapMember2023-01-012023-06-300001585389ck0001585389:SsgtIiiAdvisoryAgreementMemberus-gaap:AssetManagement1Member2023-04-012023-06-300001585389us-gaap:OtherIncomeMember2023-01-012023-06-300001585389ck0001585389:SstViMember2023-05-022023-05-020001585389ck0001585389:TwoThousandAndTwentyFourCreditFacilityMember2023-12-310001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2024-01-012024-06-300001585389ck0001585389:ShareRedemptionProgramMember2023-01-012023-12-310001585389ck0001585389:ManagedREITPlatformExpensesMember2023-04-012023-06-300001585389ck0001585389:HedgeCashSettlementOnOctoberElevenTwoThousandTwentyThreeMember2023-11-090001585389us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberck0001585389:ForeignCurrencyHedgesMember2023-12-3100015853892021-12-302021-12-300001585389ck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-04-012024-06-300001585389us-gaap:InterestRateSwapMember2023-01-012023-06-300001585389us-gaap:ForeignExchangeForwardMember2024-01-012024-06-300001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001585389ck0001585389:WhitbyPropertyMember2024-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-06-300001585389us-gaap:PreferredStockMember2023-03-310001585389ck0001585389:LaderaOfficeLoanMember2024-01-012024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMember2022-08-090001585389ck0001585389:StrategicTransferAgentServicesLlcMemberck0001585389:SmartstopAssetManagementLimitedLiabilityCompanyMember2024-01-012024-06-300001585389us-gaap:RetainedEarningsMember2024-04-012024-06-300001585389srt:MinimumMemberck0001585389:SSTVIMezzanineLoanMember2022-12-202022-12-200001585389ck0001585389:SelfStorageMember2024-04-012024-06-300001585389us-gaap:AdditionalPaidInCapitalMember2023-12-310001585389ck0001585389:SelfStorageMembercountry:CA2024-04-012024-06-300001585389ck0001585389:SstViMezzanineMember2023-01-012023-06-3000015853892023-01-302023-01-300001585389us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001585389:CreditFacilityMember2024-01-012024-06-300001585389us-gaap:RevolvingCreditFacilityMember2021-10-072021-10-070001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:AdministrativeServicesAgreementMember2024-04-012024-06-300001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2024-03-310001585389ck0001585389:SelfStorageMembercountry:CA2023-12-310001585389ck0001585389:EastYorkOntarioMember2024-06-300001585389ck0001585389:SelfStorageRentalRevenueMemberck0001585389:SelfStorageMember2024-01-012024-06-300001585389ck0001585389:EastYorkOntarioMember2024-01-012024-06-300001585389ck0001585389:JVPropertiesMember2024-01-012024-06-300001585389ck0001585389:SSTVIMezzanineLoanMember2022-12-310001585389ck0001585389:KeyBankSstIvCmbsLoanMember2021-03-172021-03-170001585389us-gaap:NoncontrollingInterestMember2023-04-012023-06-300001585389ck0001585389:BaseRateLoansMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:SstViOpUnitsAndSlpMemberck0001585389:SstViMember2024-06-300001585389ck0001585389:ManagedREITSMemberck0001585389:ManagedREITPlatformMember2024-04-012024-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2024-03-310001585389ck0001585389:SsgtIiiMezzanineLoanMember2022-08-092022-08-090001585389ck0001585389:ManagedReitMember2024-06-300001585389ck0001585389:KingspointOntarioMember2023-12-310001585389ck0001585389:SSTVIMezzanineLoanMembersrt:MaximumMember2022-12-202022-12-200001585389ck0001585389:PropertyManagementMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2023-04-012023-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2023-12-310001585389ck0001585389:TenantProtectionProgramMember2024-04-012024-06-300001585389us-gaap:ParentMember2024-01-012024-06-300001585389ck0001585389:AuroraOntarioMember2024-01-012024-06-300001585389ck0001585389:ClassAAndTCommonStockMember2023-04-012023-06-300001585389ck0001585389:KeyBankMember2021-03-160001585389us-gaap:OtherIncomeMemberck0001585389:SsgtIiiOpMember2024-01-012024-06-300001585389ck0001585389:RbcJvTermLoanMember2024-06-300001585389ck0001585389:JVPropertiesMemberus-gaap:CorporateAndOtherMembercountry:CA2023-01-012023-06-300001585389ck0001585389:TwoThousandTwentyEightCanadianTermLoanMember2023-11-162023-11-160001585389ck0001585389:SmartStopOPMember2021-03-100001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2024-06-300001585389us-gaap:IPOMember2024-01-012024-06-300001585389ck0001585389:AcquisitionFeesMemberck0001585389:StrategicStorageGrowthTrustIiiAcquisitionFeesRevenueMember2024-04-012024-06-300001585389ck0001585389:OtherManagedREITRevenueMember2023-04-012023-06-300001585389ck0001585389:LaderaOfficeLoanMember2024-06-300001585389us-gaap:RestrictedStockMember2024-04-012024-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageGrowthTrustIIIPropertyManagementAgreementMember2024-04-012024-06-300001585389ck0001585389:TenantProtectionProgramMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2024-04-012024-06-300001585389us-gaap:ForeignExchangeForwardMember2023-04-122023-04-120001585389ck0001585389:CreditFacilityAgreementMember2024-01-012024-06-300001585389us-gaap:ForeignExchangeForwardMember2022-10-122022-10-120001585389ck0001585389:LongTermIncentivePlanUnitsMember2023-01-012023-06-300001585389us-gaap:InterestRateCapMember2024-05-010001585389us-gaap:FairValueInputsLevel1Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389ck0001585389:AncillaryOperatingRevenueMember2023-01-012023-06-300001585389ck0001585389:ManagedREITSMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:PerformanceBasedAwardsMember2023-01-012023-12-310001585389us-gaap:RestrictedStockMemberck0001585389:PerformanceBasedAwardsMember2022-12-310001585389ck0001585389:SelfStorageMembercountry:CA2024-01-012024-06-300001585389us-gaap:CommonClassCMemberck0001585389:SSTVIOPMemberus-gaap:SubsequentEventMember2024-08-060001585389us-gaap:SubsequentEventMemberck0001585389:SstViNoteMemberck0001585389:SstViMember2024-07-290001585389ck0001585389:PreferredStockRedemptionPeriodThreeMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:ClassAAndTCommonStockMember2024-01-012024-06-300001585389ck0001585389:SSTVIOPMemberck0001585389:InvestmentThereafterMember2023-01-302023-01-3000015853892024-04-102024-04-100001585389ck0001585389:SelfStorageRentalRevenueMemberck0001585389:SelfStorageMember2024-04-012024-06-300001585389us-gaap:AssetManagement1Member2023-01-012023-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-01-012024-06-300001585389country:CAck0001585389:SSTIVMergerAgreementMember2020-11-102020-11-100001585389ck0001585389:PropertyManagementMember2023-04-012023-06-300001585389ck0001585389:ManagedREITPlatformMember2024-01-012024-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2024-04-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourMemberus-gaap:InterestRateCapMember2023-12-310001585389ck0001585389:ManagedREITSMember2024-06-300001585389ck0001585389:TwoThousandTwentyEightCanadianTermLoanMember2023-11-160001585389us-gaap:InterestRateCapMember2024-04-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMembersrt:ExecutiveOfficerMembersrt:MaximumMemberck0001585389:PerformanceBasedAwardsMember2024-03-012024-03-310001585389ck0001585389:SSTVIOPMemberck0001585389:UpToSecondAnniversaryMember2023-01-302023-01-300001585389us-gaap:FairValueInputsLevel3Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389ck0001585389:ColoradoSpringsIiPropertyMember2024-01-012024-06-300001585389us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberck0001585389:SSTVIMezzanineLoanMember2021-12-302021-12-300001585389ck0001585389:PropertyManagementMember2024-04-012024-06-300001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMember2024-06-300001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001585389ck0001585389:ManagedREITSMemberck0001585389:ManagedREITPlatformMember2024-01-012024-06-300001585389ck0001585389:AcquisitionFeesMemberck0001585389:StrategicStorageGrowthTrustIiiAcquisitionFeesRevenueMember2024-01-012024-06-300001585389ck0001585389:RegentOntarioMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMembersrt:MinimumMembersrt:ExecutiveOfficerMemberck0001585389:PerformanceBasedAwardsMember2024-03-012024-03-310001585389ck0001585389:LongTermIncentivePlanUnitsMember2024-04-012024-06-300001585389ck0001585389:SstViNoteMemberck0001585389:SstViMember2023-12-310001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2023-12-310001585389ck0001585389:ManagedREITPlatformExpensesMember2023-01-012023-06-300001585389ck0001585389:SAMAndAffiliatesMember2024-06-300001585389ck0001585389:SelfStorageMembercountry:CA2023-04-012023-06-300001585389ck0001585389:CommonClassTMember2023-01-012023-06-3000015853892024-04-122024-04-120001585389us-gaap:CommonClassAMember2024-08-090001585389ck0001585389:StrategicStorageTrustVIAdvisoryAgreementMemberck0001585389:TenantProtectionProgramMember2024-01-012024-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageGrowthTrustIIIPropertyManagementAgreementMember2024-01-012024-06-300001585389ck0001585389:VaughanOntarioMember2023-12-310001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:TimeBasedAwardsMember2024-06-300001585389ck0001585389:CorporatesAndOthersMember2023-01-012023-06-300001585389ck0001585389:JVPropertiesMemberck0001585389:CorporatesAndOthersMember2024-04-012024-06-300001585389ck0001585389:RbcJvTermLoanMember2023-11-030001585389ck0001585389:DistributionReinvestmentPlanMember2016-11-300001585389ck0001585389:ManagedREITPlatformRevenueMember2024-01-012024-06-300001585389ck0001585389:ConsolidatedLeverageRatioMemberck0001585389:BaseRateLoansMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389us-gaap:RestrictedStockMemberck0001585389:PerformanceBasedAwardsMember2024-06-300001585389us-gaap:CommonClassAMemberus-gaap:SubsequentEventMemberck0001585389:SstViMember2024-08-070001585389ck0001585389:DupontOntarioMember2024-06-300001585389us-gaap:ForeignExchangeForwardMember2021-04-1200015853892023-07-052023-07-050001585389us-gaap:AdditionalPaidInCapitalMember2024-06-300001585389ck0001585389:KeyBankMemberck0001585389:SwinglineLoansMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389ck0001585389:PreferredStockRedemptionPeriodFiveMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389us-gaap:CanadaRevenueAgencyMember2023-01-012023-12-310001585389ck0001585389:AncillaryOperatingRevenueMember2023-04-012023-06-300001585389us-gaap:RetainedEarningsMember2024-03-310001585389ck0001585389:EastYorkOntarioMember2023-12-310001585389ck0001585389:SeriesAConvertiblePreferredStockMember2024-04-012024-06-300001585389ck0001585389:CommonClassTMember2023-12-3100015853892024-06-300001585389us-gaap:OtherIncomeMember2024-01-012024-06-300001585389ck0001585389:TwoThousandAndTwentySevenNbcLoanMember2023-12-310001585389ck0001585389:SstViNoteMemberck0001585389:SstViMember2024-06-300001585389ck0001585389:CurrentDrpOfferingMemberck0001585389:CommonClassTMember2024-01-012024-06-300001585389ck0001585389:MasterMortgageCommitmentAgreementMemberck0001585389:SmartCentresStorageFinanceLPMember2024-01-012024-06-300001585389ck0001585389:OshawaOntarioMember2024-06-300001585389us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-06-300001585389ck0001585389:StrategicStorageGrowthTrustIIITenantProtectionProgramRevenueMemberck0001585389:TenantProtectionProgramMember2024-01-012024-06-300001585389ck0001585389:AcquisitionFeesMember2023-04-012023-06-300001585389ck0001585389:AcquisitionFeesMember2024-04-012024-06-300001585389us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberck0001585389:ForeignCurrencyHedgesMember2023-12-310001585389ck0001585389:ManagedREITPlatformMember2024-04-012024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMemberus-gaap:SubsequentEventMember2024-07-312024-07-310001585389ck0001585389:SelfStorageMember2024-01-012024-06-300001585389ck0001585389:TenantProtectionProgramMember2023-01-012023-06-300001585389ck0001585389:SstViMember2023-11-012023-11-010001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-300001585389ck0001585389:ManagedREITPlatformRevenueMember2024-01-012024-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2023-01-012023-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2023-06-300001585389us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001585389ck0001585389:TrsSubsidiaryMemberck0001585389:ManagedReitMember2024-06-300001585389ck0001585389:SSGTIIMergerAgreementMemberck0001585389:SmartCentresStorageFinanceLPMemberck0001585389:DupontAndAuroraJointVenturePropertiesMember2022-06-010001585389us-gaap:BuildingMembersrt:MaximumMember2024-06-300001585389ck0001585389:TwoThousandAndTwentyFourPerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:RentalIncomeMemberck0001585389:GreaterTorontoAreaOfCanadaMemberus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300001585389us-gaap:RestrictedStockMemberck0001585389:PerformanceBasedAwardsMember2023-12-310001585389us-gaap:OperatingExpenseMember2024-04-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2024-01-012024-03-310001585389us-gaap:CommonClassAMember2024-04-012024-06-300001585389ck0001585389:StrategicStorageGrowthTrustIIITenantProtectionProgramRevenueMemberck0001585389:TenantProtectionProgramMember2023-04-012023-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2023-03-310001585389ck0001585389:SSTVIOPMemberck0001585389:SeriesAConvertiblePreferredStockMember2023-05-020001585389ck0001585389:NonRevolvingCreditFacilityMember2023-12-310001585389us-gaap:AccountsPayableAndAccruedLiabilitiesMemberck0001585389:ForeignCurrencyHedgesMember2024-06-3000015853892023-06-300001585389ck0001585389:SSGTIIMergerAgreementMemberck0001585389:SmartCentresStorageFinanceLPMember2022-06-010001585389ck0001585389:DailySimpleSofrPlusMemberus-gaap:SubsequentEventMemberck0001585389:SsgtIiiBridgeLoanMember2024-07-312024-07-310001585389us-gaap:CommonClassAMember2024-01-012024-06-300001585389ck0001585389:SelfStorageMember2024-06-300001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMember2024-01-012024-06-300001585389us-gaap:AdditionalPaidInCapitalMember2023-06-300001585389ck0001585389:RegentOntarioMember2023-12-310001585389ck0001585389:CommonClassTMember2024-01-012024-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2022-04-192022-04-190001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:ManagedREITPlatformMember2023-01-012023-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedJuneTwentyEightTwoThousandTwentyFourMemberus-gaap:InterestRateCapMember2023-01-012023-12-310001585389us-gaap:ParentMember2023-03-310001585389us-gaap:CanadaRevenueAgencyMember2024-01-012024-06-300001585389ck0001585389:PropertyManagementMember2023-01-012023-06-300001585389ck0001585389:UpToThirdAnniversaryMemberck0001585389:SSTVIOPMember2023-01-302023-01-300001585389ck0001585389:DealerManagerMember2024-06-300001585389us-gaap:RevolvingCreditFacilityMember2024-06-300001585389us-gaap:AdditionalPaidInCapitalMember2022-12-310001585389ck0001585389:SelfStorageMembercountry:CA2024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMemberck0001585389:PreferredStockRedemptionPeriodTwoMember2019-10-292019-10-290001585389ck0001585389:ManagedREITSMember2024-04-012024-06-300001585389us-gaap:AdditionalPaidInCapitalMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2023-04-012023-06-300001585389ck0001585389:TwoThousandAndTwentySevenNbcLoanMemberck0001585389:CorraAdjustmentMember2024-01-012024-06-300001585389ck0001585389:SSTVIMezzanineLoanMember2021-12-302021-12-3000015853892023-04-012023-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-290001585389ck0001585389:ManagedREITSMember2024-01-012024-06-300001585389us-gaap:OtherIncomeMemberck0001585389:SSTVIOPMember2024-01-012024-06-300001585389ck0001585389:BramptonOntarioMember2024-01-012024-06-300001585389us-gaap:CommonClassAMemberck0001585389:CurrentDrpOfferingMember2024-01-012024-06-300001585389ck0001585389:PropertyOperatingExpensesMemberck0001585389:SelfStorageMember2024-01-012024-06-300001585389us-gaap:OtherIncomeMemberck0001585389:SsgtIiiOpMember2023-04-012023-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:SsgtIiiMember2023-01-012023-06-300001585389us-gaap:NoncontrollingInterestMember2023-12-310001585389ck0001585389:SSTIVMergerAgreementMember2021-03-170001585389ck0001585389:ManagedREITPlatformMember2023-12-310001585389ck0001585389:DailySimpleSofrLoansTermSofrLoansAndCorraLoansMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:StrategicStorageTrustViAcquisitionFeesRevenueMemberck0001585389:AcquisitionFeesMember2024-04-012024-06-300001585389ck0001585389:SstViMember2024-02-012024-02-010001585389us-gaap:ForeignExchangeForwardMember2021-04-122021-04-120001585389ck0001585389:SsgtIiiMezzanineLoanMemberus-gaap:SubsequentEventMember2024-07-310001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-06-3000015853892024-03-070001585389us-gaap:RelatedPartyMemberck0001585389:ManagedREITPlatformRevenueMember2023-12-310001585389ck0001585389:JVPropertiesMemberus-gaap:CorporateAndOtherMembercountry:CA2024-01-012024-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2024-06-300001585389ck0001585389:CanadianEntitiesMember2023-12-310001585389ck0001585389:SelfStorageMember2023-12-310001585389us-gaap:AssetManagement1Memberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2024-04-012024-06-300001585389us-gaap:CommonClassAMember2024-06-262024-06-260001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2023-09-300001585389ck0001585389:SsgtIiiOpMember2024-01-012024-06-300001585389ck0001585389:ShareRedemptionProgramMember2024-01-012024-01-310001585389ck0001585389:CommonClassTMember2024-06-262024-06-260001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001585389ck0001585389:TwothousandthirtytwoprivateplacementMembersrt:MaximumMember2022-04-190001585389ck0001585389:ManagedREITPlatformRevenueMember2023-01-012023-06-300001585389us-gaap:RetainedEarningsMember2023-01-012023-06-300001585389us-gaap:ForeignExchangeForwardMember2023-01-012023-06-300001585389us-gaap:OtherIncomeMemberck0001585389:SSTVIOPMember2024-04-012024-06-300001585389ck0001585389:InitialAdvancesUnderTwoThousandTwentyFourCreditFacilityMemberck0001585389:DailySimpleSofrLoansTermSofrLoansAndCorraLoansMember2024-02-222024-02-220001585389ck0001585389:SsgtIiiAdvisoryAgreementMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberck0001585389:DispositionFeeMember2024-03-310001585389ck0001585389:ShareRedemptionProgramMember2024-01-150001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-03-310001585389us-gaap:SubsequentEventMember2024-07-162024-07-160001585389us-gaap:CommonClassAMember2023-01-012023-06-300001585389ck0001585389:CommonClassTMemberck0001585389:DistributionReinvestmentPlanMember2024-05-140001585389ck0001585389:ManagedREITSMember2024-01-012024-06-300001585389ck0001585389:DenominatedInCadMaturedJanuarySixteenTwoThousandTwentyFourMemberus-gaap:ForeignExchangeForwardMember2023-01-012023-12-310001585389ck0001585389:MarkhamOntarioMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-06-300001585389us-gaap:OperatingExpenseMember2024-01-012024-06-300001585389ck0001585389:CommonClassZMemberck0001585389:SSTVIAdvisoryAgreementMember2024-04-012024-06-300001585389ck0001585389:TwoThousandTwentySevenNbcLoanMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-03-072024-03-070001585389ck0001585389:SsgtIiiMezzanineLoanMemberck0001585389:UponAchievementOfCertainFinancialConditionsMember2022-12-202022-12-200001585389us-gaap:CommonClassAMembersrt:MaximumMemberck0001585389:SstViMember2023-11-0100015853892024-01-160001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMembersrt:MaximumMember2024-01-012024-06-300001585389ck0001585389:SstViMember2023-11-010001585389ck0001585389:JVPropertiesMemberck0001585389:CorporatesAndOthersMember2023-01-012023-06-300001585389us-gaap:InterestRateCapMemberck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedJulyOneTwothousandTwentyFiveMember2024-01-012024-06-300001585389us-gaap:RevolvingCreditFacilityMembercurrency:USD2023-12-310001585389ck0001585389:ManagedREITPlatformRevenueMemberck0001585389:ManagedREITPlatformMember2023-01-012023-06-300001585389us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-06-300001585389ck0001585389:ScarboroughOntarioMember2024-01-012024-06-300001585389us-gaap:FairValueInputsLevel1Memberck0001585389:ForeignCurrencyHedgesMemberus-gaap:FairValueMeasurementsRecurringMember2024-06-300001585389ck0001585389:EmployeeAndDirectorLongTermIncentivePlanMember2024-06-300001585389us-gaap:RetainedEarningsMember2023-12-310001585389ck0001585389:OtherManagedREITRevenueMember2024-04-012024-06-300001585389ck0001585389:KeyBankMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389ck0001585389:ManagedREITSMemberck0001585389:ManagedREITPlatformMember2023-04-012023-06-300001585389us-gaap:ForeignExchangeForwardMember2023-07-052023-07-050001585389us-gaap:AccountsPayableAndAccruedLiabilitiesMemberck0001585389:ForeignCurrencyHedgesMember2023-12-310001585389ck0001585389:RedeemableCommonStockMember2023-01-012023-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourOneMemberus-gaap:InterestRateCapMember2024-01-012024-06-300001585389ck0001585389:SelfStorageRentalRevenueMember2023-01-012023-06-300001585389us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:TimeBasedAwardsMember2024-01-012024-06-300001585389us-gaap:CanadaRevenueAgencyMember2023-12-310001585389us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberck0001585389:SSTVIAdvisoryAgreementMember2022-03-012022-03-010001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300001585389ck0001585389:KingspointOntarioMember2024-06-300001585389ck0001585389:SelfStorageMemberck0001585389:AncillaryOperatingRevenueMember2024-04-012024-06-300001585389ck0001585389:SelfStorageRentalRevenueMember2023-04-012023-06-300001585389us-gaap:ForeignExchangeForwardMemberck0001585389:DenominatedInCadMaturedAprilElevenTwothousandTwentyFiveMember2024-01-012024-06-300001585389country:CA2024-01-012024-06-300001585389ck0001585389:SsgtIiiAdvisoryAgreementMemberus-gaap:AssetManagement1Member2024-04-012024-06-300001585389ck0001585389:ClassAAndClassA1OpUnitsMember2023-01-012023-06-300001585389ck0001585389:BramptonOntarioMember2023-12-310001585389us-gaap:OtherIncomeMemberck0001585389:SSTVIOPMember2023-01-012023-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedJuneTwentyEightTwoThousandTwentyFourMemberus-gaap:InterestRateCapMember2023-12-310001585389us-gaap:ForeignExchangeForwardMemberck0001585389:DenominatedInCadMaturedAprilElevenTwothousandTwentyFiveMember2024-06-300001585389us-gaap:PreferredStockMember2023-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-12-310001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2024-06-300001585389ck0001585389:KeyBankMemberus-gaap:LetterOfCreditMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389ck0001585389:KeyBankMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-220001585389ck0001585389:TwoThousandTwentySevenNbcLoanMember2024-03-120001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2023-12-310001585389ck0001585389:ClassAAndTCommonStockMember2024-04-012024-06-300001585389country:CA2023-01-012023-06-300001585389us-gaap:SecuredDebtMember2023-12-310001585389ck0001585389:SSTVIOPMemberck0001585389:UpToFourthAnniversaryMember2023-01-302023-01-300001585389srt:MinimumMemberus-gaap:BuildingMember2024-06-300001585389ck0001585389:DistributionReinvestmentPlanMember2024-01-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourOneMemberus-gaap:InterestRateCapMember2023-01-012023-12-310001585389ck0001585389:RedeemableCommonStockMember2024-01-012024-06-300001585389ck0001585389:PreferredStockRedemptionPeriodThereafterMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:TimeBasedAwardsMember2024-01-012024-06-300001585389us-gaap:SecuredDebtMember2024-06-300001585389ck0001585389:SelfStorageMember2023-01-012023-06-300001585389us-gaap:CorporateAndOtherMember2024-04-012024-06-300001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:AdministrativeServicesAgreementMember2024-01-012024-06-300001585389ck0001585389:PreferredStockRedemptionPeriodAfterTenYearMemberck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2019-10-292019-10-290001585389ck0001585389:StrategicStorageTrustViAcquisitionFeesRevenueMemberck0001585389:AcquisitionFeesMember2023-01-012023-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:TimeBasedAwardsMember2023-01-012023-12-310001585389us-gaap:ForeignExchangeForwardMember2023-10-120001585389ck0001585389:SsgtIiiMezzanineLoanMember2022-12-202022-12-200001585389ck0001585389:JVPropertiesMember2023-01-012023-06-300001585389ck0001585389:SstViMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2022-12-310001585389us-gaap:InterestRateSwapMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-06-300001585389us-gaap:SubsequentEventMember2024-08-132024-08-130001585389us-gaap:ForeignExchangeForwardMember2023-07-050001585389us-gaap:CanadaRevenueAgencyMember2024-06-300001585389us-gaap:CorporateAndOtherMember2024-06-300001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMember2023-12-310001585389us-gaap:InterestRateSwapMemberus-gaap:OtherAssetsMember2023-12-310001585389ck0001585389:RbcJvTermLoanIiMemberus-gaap:SubsequentEventMember2024-07-172024-07-170001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:ManagedREITPlatformMember2024-01-012024-06-300001585389ck0001585389:AcquisitionFeesMemberck0001585389:StrategicStorageGrowthTrustIiiAcquisitionFeesRevenueMember2023-04-012023-06-300001585389us-gaap:OtherIncomeMemberck0001585389:SSTVIOPMember2023-04-012023-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMembersrt:MaximumMemberck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:AcquisitionFeesMember2024-01-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockMember2023-12-310001585389ck0001585389:AcquisitionFeesMember2023-01-012023-06-300001585389us-gaap:CommonClassAMember2024-06-300001585389ck0001585389:ReimbursableCostsFromManagedREITsMemberck0001585389:ManagedREITPlatformMember2024-01-012024-06-300001585389ck0001585389:MarkhamOntarioMember2023-12-310001585389ck0001585389:KeyBankMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:SelfAdministrationTransactionMember2024-01-012024-06-300001585389us-gaap:AssetManagement1Memberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2023-04-012023-06-300001585389us-gaap:NoncontrollingInterestMember2024-03-310001585389ck0001585389:LongTermIncentivePlanUnitsMembersrt:ExecutiveOfficerMemberck0001585389:TimeBasedAwardsMember2024-03-012024-03-310001585389ck0001585389:KeyBankMemberck0001585389:SecurityInterestTerminationEventMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:CommonClassTMember2023-04-012023-06-300001585389ck0001585389:SmartStopOPMember2022-08-290001585389ck0001585389:SstViMember2024-06-300001585389ck0001585389:ConsolidatedLeverageRatioMemberck0001585389:BaseRateLoansMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:SsgtIiiMember2024-01-012024-06-300001585389us-gaap:ParentMember2023-06-300001585389ck0001585389:SsgtIiiOpMember2024-06-300001585389ck0001585389:SSTVIAdvisoryAgreementMember2023-01-012023-12-310001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2024-04-012024-06-300001585389ck0001585389:CommonClassTMember2024-07-262024-07-260001585389us-gaap:NoncontrollingInterestMember2023-01-012023-06-300001585389ck0001585389:ManagedREITPlatformExpensesMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMember2023-04-012023-06-300001585389ck0001585389:RedeemableCommonStockMember2024-06-300001585389ck0001585389:CorporatesAndOthersMember2023-04-012023-06-300001585389ck0001585389:TransferAgentFeesExpensedMemberck0001585389:DealerManagerMember2023-12-310001585389ck0001585389:SSGTIIMergerAgreementMemberus-gaap:CommonClassAMember2022-06-010001585389us-gaap:CorporateAndOtherMember2023-04-012023-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourMemberus-gaap:InterestRateCapMember2023-01-012023-12-310001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001585389us-gaap:ForeignExchangeForwardMember2024-04-012024-06-300001585389ck0001585389:OshawaOntarioMember2024-01-012024-06-300001585389us-gaap:CommonClassAMember2024-06-260001585389ck0001585389:ManagedREITSMember2023-01-012023-06-300001585389us-gaap:SecuredDebtMemberck0001585389:KeybankCmbsLoanMember2023-12-310001585389us-gaap:InterestRateSwapMember2024-04-012024-06-3000015853892023-03-310001585389ck0001585389:TwoThousandTwentySevenNbcLoanMember2024-01-012024-06-300001585389ck0001585389:StrategicStorageTrustViAcquisitionFeesRevenueMemberck0001585389:AcquisitionFeesMember2024-01-012024-06-300001585389ck0001585389:CommonClassZMemberck0001585389:SSTVIAdvisoryAgreementMember2024-01-012024-06-300001585389ck0001585389:TwoThousandAndTwentyFourCreditFacilityMember2024-01-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2024-01-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:PerformanceBasedAwardsMember2023-12-310001585389ck0001585389:AdministrativeServicesAgreementMember2024-06-300001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2023-06-300001585389ck0001585389:CommonClassTMember2024-07-260001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:ManagedREITPlatformMember2024-04-012024-06-300001585389ck0001585389:StrategicStorageGrowthTrustIIITenantProtectionProgramRevenueMemberck0001585389:TenantProtectionProgramMember2023-01-012023-06-300001585389ck0001585389:MasterMortgageCommitmentAgreementMemberck0001585389:SmartCentresStorageFinanceLPMember2024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2024-06-300001585389ck0001585389:JVPropertiesMember2023-04-012023-06-300001585389ck0001585389:TenantProtectionProgramMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2024-01-012024-06-300001585389us-gaap:AssetManagement1Member2023-04-012023-06-3000015853892024-04-012024-06-300001585389ck0001585389:AcquisitionFeesMemberck0001585389:StrategicStorageGrowthTrustIiiAcquisitionFeesRevenueMember2023-01-012023-06-300001585389ck0001585389:ConsolidatedLeverageRatioMemberck0001585389:DailySimpleSofrLoansTermSofrLoansAndCorraLoansMembersrt:MaximumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389ck0001585389:TwoThousandTwentySevenNbcLoanMember2024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockPurchaseAgreementMember2020-10-260001585389ck0001585389:TwoThousandAndTwentyPerformanceGrantMemberck0001585389:PerformanceBasedAwardsMember2024-01-012024-06-300001585389ck0001585389:CurrentDistributionReinvestmentPlanMemberck0001585389:CommonClassTMember2024-01-012024-06-300001585389ck0001585389:MarkhamOntarioMember2024-06-300001585389ck0001585389:SsgtIiiOpUnitsAndSsgtIiiSlpMemberck0001585389:SsgtIiiOpMember2023-12-310001585389ck0001585389:TenantProtectionProgramMember2024-01-012024-06-300001585389ck0001585389:BramptonOntarioMember2024-06-300001585389ck0001585389:SstViMezzanineMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-01-012023-06-300001585389ck0001585389:TwoThousandTwentyEightCanadianTermLoanMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberck0001585389:RedeemableCommonStockMember2024-06-300001585389ck0001585389:MasterMortgageCommitmentAgreementMemberck0001585389:SmartCentresStorageFinanceLPMember2023-12-310001585389ck0001585389:TwoThousandAndTwentyFourCreditFacilityMember2024-06-300001585389us-gaap:AdditionalPaidInCapitalMember2024-03-310001585389ck0001585389:CanadianEntitiesMember2024-06-300001585389ck0001585389:TwoThousandAndTwentySevenNbcLoanMemberck0001585389:CorraAdjustmentMember2024-06-300001585389us-gaap:EarliestTaxYearMember2024-01-012024-06-300001585389ck0001585389:DupontOntarioMember2023-12-3100015853892021-10-070001585389us-gaap:NoncontrollingInterestMember2024-04-012024-06-300001585389ck0001585389:AdministrativeServicesAgreementMember2023-12-310001585389ck0001585389:ReimbursableCostsFromManagedREITsMember2023-04-012023-06-300001585389us-gaap:RetainedEarningsMember2023-03-310001585389ck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-06-300001585389us-gaap:CommonClassAMemberck0001585389:SstViMember2023-11-010001585389currency:USDck0001585389:CreditFacilityTermLoanMember2024-06-300001585389ck0001585389:CommonClassTMember2024-01-152024-01-150001585389us-gaap:NoncontrollingInterestMember2024-01-012024-06-300001585389ck0001585389:SelfStorageMemberck0001585389:AncillaryOperatingRevenueMember2024-01-012024-06-300001585389us-gaap:RestrictedStockMemberck0001585389:PerformanceBasedAwardsMember2023-01-012023-12-310001585389ck0001585389:PropertyManagementMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2024-01-012024-06-300001585389ck0001585389:SstViClassCSubordinatedUnitsMemberck0001585389:SstViMember2023-12-310001585389ck0001585389:NonRevolvingCreditFacilityMember2024-06-300001585389ck0001585389:ManagedREITPlatformMember2020-03-310001585389us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2023-12-310001585389ck0001585389:ColoradoSpringsIiPropertyMember2024-06-300001585389ck0001585389:JVPropertiesMember2024-04-012024-06-300001585389us-gaap:FairValueInputsLevel1Memberck0001585389:InterestRateDerivativesMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001585389ck0001585389:SSTVIMezzanineLoanMember2023-01-310001585389ck0001585389:ManagedREITPlatformMember2024-06-300001585389ck0001585389:ManagedREITSMember2023-04-012023-06-300001585389ck0001585389:TwothousandthirtytwoprivateplacementMember2022-05-250001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-06-300001585389us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001585389ck0001585389:PropertyOperatingExpensesMemberck0001585389:SelfStorageMember2023-01-012023-06-300001585389ck0001585389:CommonClassTMember2024-08-090001585389ck0001585389:SstViMember2024-04-012024-06-300001585389ck0001585389:KeybankBridgeLoanMemberck0001585389:DailySimpleSofrPlusMemberus-gaap:SubsequentEventMember2024-07-312024-07-310001585389ck0001585389:SsgtIiiMezzanineLoanMember2024-05-022024-05-020001585389ck0001585389:SsgtIiiMezzanineLoanMember2024-01-012024-06-300001585389ck0001585389:SelfStorageMembercountry:CA2023-01-012023-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-04-012024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMember2024-06-300001585389ck0001585389:ManagedREITPlatformRevenueMember2023-04-012023-06-300001585389us-gaap:PreferredStockMember2024-03-310001585389ck0001585389:CommonClassTMember2024-06-300001585389us-gaap:AssetManagement1Memberck0001585389:SsgtIiiAdvisoryAgreementMember2023-01-012023-06-300001585389ck0001585389:DenominatedInCadMaturedJanuarySixteenTwoThousandTwentyFourMemberus-gaap:ForeignExchangeForwardMember2023-12-310001585389ck0001585389:DealerManagerMemberck0001585389:OtherRelatedPartyTransactionMember2024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:PerformanceBasedAwardsMember2024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMembersrt:MaximumMember2022-12-202022-12-200001585389us-gaap:GeneralAndAdministrativeExpenseMember2023-04-012023-06-300001585389ck0001585389:AuroraOntarioMember2024-06-300001585389ck0001585389:SSTVIAdvisoryAgreementMember2024-01-012024-06-300001585389ck0001585389:OshawaOntarioMember2023-12-310001585389ck0001585389:ManagedREITPlatformMember2023-04-012023-06-300001585389ck0001585389:DupontOntarioMember2024-01-012024-06-300001585389us-gaap:OperatingExpenseMember2023-04-012023-06-300001585389srt:MinimumMemberus-gaap:LandImprovementsMember2024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourMemberus-gaap:InterestRateCapMember2024-06-3000015853892024-01-012024-06-300001585389ck0001585389:DealerManagerMemberck0001585389:OtherRelatedPartyTransactionMember2023-12-310001585389us-gaap:InterestRateCapMember2023-04-012023-06-300001585389ck0001585389:TwoThousandAndTwentySevenNbcLoanMember2024-06-300001585389ck0001585389:CommonClassTMemberck0001585389:DistributionReinvestmentPlanMember2024-01-012024-06-300001585389ck0001585389:SSTIVMergerAgreementMember2021-03-172021-03-170001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberOneTwothousandTwentyFiveMemberus-gaap:InterestRateCapMember2024-01-012024-06-300001585389us-gaap:InterestRateSwapMember2024-01-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockMember2024-01-012024-06-300001585389ck0001585389:TenantProtectionProgramMemberck0001585389:JvPropertiesPropertyManagementAgreementMember2023-01-012023-06-300001585389us-gaap:RevolvingCreditFacilityMember2023-12-3100015853892023-11-010001585389ck0001585389:RedeemableCommonStockMember2024-04-012024-06-300001585389us-gaap:SecuredDebtMemberck0001585389:CMBSLoanMember2024-06-300001585389us-gaap:RetainedEarningsMember2023-04-012023-06-300001585389us-gaap:NoncontrollingInterestMember2022-12-310001585389us-gaap:RestrictedStockMemberck0001585389:TimeBasedAwardsMember2023-01-012023-12-310001585389ck0001585389:SSTIVCMBSLoanMember2024-06-300001585389ck0001585389:SsgtIiiMezzanineLoanMemberck0001585389:SsgtIiiOpMember2023-12-310001585389us-gaap:AssetManagement1Member2024-01-012024-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-01-012023-06-300001585389us-gaap:SecuredDebtMemberck0001585389:KeyBankFloridaCMBSLoanMember2024-01-012024-06-300001585389ck0001585389:StrategicStorageGrowthTrustIIITenantProtectionProgramRevenueMemberck0001585389:TenantProtectionProgramMember2024-04-012024-06-300001585389ck0001585389:ManagedREITPlatformRevenueMember2024-04-012024-06-300001585389ck0001585389:SSTVIMezzanineLoanMembersrt:MaximumMember2021-12-300001585389us-gaap:ParentMember2022-12-310001585389us-gaap:CorporateAndOtherMemberck0001585389:JVPropertiesMembercountry:CA2024-06-300001585389ck0001585389:SSTVIAdvisoryAgreementMemberck0001585389:CommonClassWMember2023-10-012023-10-310001585389ck0001585389:ManagedREITPlatformRevenueMemberck0001585389:ManagedREITPlatformMember2024-01-012024-06-300001585389us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-01-012024-06-300001585389ck0001585389:SeriesAConvertiblePreferredStockMember2023-01-012023-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2024-04-012024-06-300001585389ck0001585389:ManagedREITSMember2023-04-012023-06-300001585389ck0001585389:AncillaryOperatingRevenueMember2024-04-012024-06-300001585389stpr:FLck0001585389:RentalIncomeMemberus-gaap:GeographicConcentrationRiskMember2024-01-012024-06-300001585389ck0001585389:SSTVIOPMember2023-01-300001585389ck0001585389:ShareRedemptionProgramMemberck0001585389:RedeemableCommonStockMember2024-01-012024-06-300001585389ck0001585389:RedeemableCommonStockMember2023-04-012023-06-300001585389ck0001585389:TwoThousandTwentyEightCanadianTermLoanMember2023-12-310001585389us-gaap:IPOMembersrt:MaximumMember2014-01-310001585389ck0001585389:SelfStorageMember2023-04-012023-06-300001585389ck0001585389:StrategicStorageTrustViAcquisitionFeesRevenueMemberck0001585389:AcquisitionFeesMember2023-04-012023-06-300001585389ck0001585389:ClassAAndTCommonStockMember2023-01-012023-06-300001585389ck0001585389:StrategicStorageTrademarkMember2023-12-310001585389ck0001585389:SsgtIiiMezzanineLoanMemberck0001585389:SsgtIiiOpMember2024-06-3000015853892024-06-282024-06-280001585389us-gaap:SecuredDebtMemberck0001585389:CMBSLoanMember2024-01-012024-06-300001585389ck0001585389:SsgtIiiMemberus-gaap:SubsequentEventMember2024-07-312024-07-310001585389ck0001585389:SsgtIiiAdvisoryAgreementMember2024-01-012024-06-300001585389us-gaap:ParentMember2024-04-012024-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMemberck0001585389:TimeBasedAwardsMember2023-12-310001585389ck0001585389:SsgtIiiAdvisoryAgreementMemberck0001585389:DispositionFeeMember2024-06-300001585389ck0001585389:SsgtIiiAdvisoryAgreementMember2024-06-300001585389ck0001585389:TwoThousandTwentyEightCanadianTermLoanMember2024-06-300001585389ck0001585389:SstViOpUnitsAndSlpMemberck0001585389:SstViMember2023-12-310001585389ck0001585389:CorraSwapMemberck0001585389:TwoThousandAndTwentySevenNbcLoanMember2024-06-300001585389ck0001585389:ReimbursableCostsFromManagedREITsMember2024-04-012024-06-3000015853892023-04-122023-04-120001585389ck0001585389:PropertyManagementMember2024-01-012024-06-300001585389us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2023-12-310001585389us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberck0001585389:SSTVIMezzanineLoanMember2022-12-202022-12-200001585389us-gaap:RetainedEarningsMember2023-06-300001585389ck0001585389:LongTermIncentivePlanUnitsMembersrt:ExecutiveOfficerMemberck0001585389:PerformanceBasedAwardsMember2024-03-012024-03-310001585389ck0001585389:ManagedREITSMember2024-04-012024-06-300001585389us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001585389us-gaap:OperatingExpenseMember2023-01-012023-06-300001585389us-gaap:CommonClassAMemberck0001585389:DistributionReinvestmentPlanMember2024-05-140001585389ck0001585389:ShareRedemptionProgramMember2024-07-012024-07-310001585389ck0001585389:CommonClassTMember2024-06-260001585389srt:MinimumMember2024-01-012024-06-300001585389ck0001585389:DealerManagerMember2023-12-310001585389ck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-01-012024-06-300001585389ck0001585389:ManagedREITPlatformExpensesMemberck0001585389:ManagedREITPlatformMember2023-04-012023-06-300001585389us-gaap:RestrictedStockMember2023-01-012023-06-300001585389us-gaap:CommonStockMemberck0001585389:CommonClassTMember2023-01-012023-06-300001585389ck0001585389:HedgeCashSettlementOnFebruarySixteenTwoThousandTwentyFourMember2024-02-160001585389us-gaap:RetainedEarningsMember2024-06-3000015853892023-12-310001585389ck0001585389:SsgtIiiMezzanineLoanMember2023-12-310001585389ck0001585389:PropertyOperatingExpensesMember2024-04-012024-06-300001585389ck0001585389:KeyBankMembersrt:MinimumMemberck0001585389:TwoThousandTwentyFourCreditFacilityMember2024-02-222024-02-220001585389country:CAck0001585389:SSTIVMergerAgreementMember2021-03-172021-03-170001585389ck0001585389:WhitbyPropertyMember2024-01-012024-06-3000015853892022-09-130001585389us-gaap:AssetManagement1Member2024-04-012024-06-300001585389ck0001585389:SecuredOvernightFinancingRateSofrOvernightIndexMaturedDecemberTwoTwothousandTwentyFourMemberus-gaap:InterestRateCapMember2024-01-012024-06-300001585389us-gaap:LandImprovementsMembersrt:MaximumMember2024-06-300001585389ck0001585389:PropertyManagementMemberck0001585389:StrategicStorageGrowthTrustIIIPropertyManagementAgreementMember2023-04-012023-06-300001585389us-gaap:AssetManagement1Memberck0001585389:StrategicStorageTrustVIAdvisoryAgreementMember2024-01-012024-06-300001585389ck0001585389:SstViClassCSubordinatedUnitsMemberck0001585389:SstViMember2024-06-300001585389ck0001585389:PropertyManagementAgreementMember2022-06-012022-06-01iso4217:CADck0001585389:Unitxbrli:pureutr:sqftiso4217:CADutr:Diso4217:USDxbrli:sharesck0001585389:RealEstateVentureck0001585389:Statexbrli:sharesck0001585389:Trademarkck0001585389:StorageFacilityck0001585389:Segmentck0001585389:Propertyiso4217:USDck0001585389:StorageUnit

 

 

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 June 30, 2024

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: 000-55617

SmartStop Self Storage REIT, Inc.

(Exact name of Registrant as specified in its charter)

Maryland

46-1722812

(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:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

None

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 August 9, 2024, there were 88,257,265 outstanding shares of Class A common stock and 8,118,881 outstanding shares of Class T common stock of the registrant.

 


 

FORM 10-Q

SMARTSTOP SELF STORAGE REIT, INC.

TABLE OF CONTENTS

 

Page
No.

Cautionary Note Regarding Forward-Looking Statements

 

3

 

 

 

 

PART I.

FINANCIAL INFORMATION

 

5

 

 

 

 

Item 1.

Consolidated Financial Statements:

 

5

Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023

 

6

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

 

7

Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

 

8

Consolidated Statements of Equity and Temporary Equity for the Three Months Ended June 30, 2024 and 2023 (unaudited)

 

9

 

Consolidated Statements of Equity and Temporary Equity for the Six Months Ended June 30, 2024 and 2023 (unaudited)

 

11

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)

 

13

Notes to Consolidated Financial Statements (unaudited)

 

15

Item 2.

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

 

62

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

82

Item 4.

Controls and Procedures

 

83

 

 

 

 

PART II.

OTHER INFORMATION

 

84

 

 

 

 

Item 1.

Legal Proceedings

 

84

Item 1A.

Risk Factors

 

84

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

84

Item 3.

Defaults Upon Senior Securities

 

84

Item 4.

Mine Safety Disclosures

 

84

Item 5.

Other Information

 

84

Item 6.

Exhibits

 

84

2


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of SmartStop Self Storage REIT, 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 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.

Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to: (i) statements about our plans, strategies, initiatives, and prospects; and (ii) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation:

We have paid, and may continue to pay, distributions from sources other than cash flow from operations; therefore, we will have fewer funds available for the acquisition of properties, and our stockholders’ overall return may be reduced.
There is currently no public trading market for our shares and there may never be one; therefore, it will be difficult for our stockholders to sell their shares. Our charter does not require us to pursue a liquidity transaction at any time.
Our share redemption program is partially suspended, and even if stockholders are able to have their shares redeemed, our stockholders may not be able to recover the amount of their investment in our shares.
We have issued Series A Convertible Preferred Stock that ranks senior to all common stock and grants the holder superior rights compared to common stockholders, which may have the effect of diluting our stockholders’ interests in us and discouraging a takeover or other similar transaction.
We may only calculate the estimated value per share for our shares annually and, therefore, our stockholders may not be able to determine the estimated net asset value of their shares on an ongoing basis.
If we fail to maintain an effective system of internal control over financial reporting and disclosure controls, we may not be able to accurately and timely report our financial results.
Our future results may suffer as a result of the effect of recent affiliated mergers, acquisitions and other strategic transactions.
Certain of our officers and key personnel will face competing demands relating to their time and will face conflicts of interest related to the positions they hold with affiliated entities, which could cause our business to suffer.
Revenue and earnings from the Managed REIT Platform are uncertain.
A subsidiary of ours is the sponsor of the Managed REITs and may sponsor additional future programs. As a result, we could be subject to any litigation that may arise by investors in those entities or the respective operations of those entities.
Because we are focused on the self storage industry, our rental revenues will be significantly influenced by demand for self storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
A high concentration of our properties in a particular geographic area would magnify the effects of downturns in that geographic area.
Property taxes may increase, which would adversely affect our net operating income and cash available for distributions.
If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, we could lose invested capital and anticipated profits.

3


 

Changes in the Canadian Dollar/USD exchange rate could have a material adverse effect on our operating results and value of the investment of our stockholders.
We have broad authority to incur debt, and high debt levels could hinder our ability to continue to pay distributions at the current rate and could decrease the value of our stockholders’ investments.
We have incurred and intend to continue to incur, mortgage indebtedness and other borrowings, which may increase our business risks.
If we or the other parties to our loans or secured notes payable, as applicable, breach covenants thereunder, such loan or loans or secured notes payable could be deemed in default, which could accelerate our repayment date and materially adversely affect the value of our stockholders’ investment in us.
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to continue to pay distributions at the current rate to our stockholders.
Failure to continue to qualify as a REIT would adversely affect our operations and our ability to continue to pay distributions at our current level as we will incur additional tax liabilities.

 

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 U.S. Securities and Exchange Commission (the “SEC”) and are not intended to be a guarantee of our performance in future periods. 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.

For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the SEC, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, as supplemented by the risk factors included in Part II, Item 1A of this Form 10-Q, copies of which may be obtained from our website at www.investors.smartstopselfstorage.com.

4


 

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The information furnished in the accompanying unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive income (loss), equity and temporary 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 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 included in our Annual Report on Form 10-K for the year ended December 31, 2023. Our results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results expected for the full year.

5


 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

 

 

June 30,
2024
(Unaudited)

 

 

December 31,
2023

 

ASSETS

 

 

 

 

 

 

Real estate facilities:

 

 

 

 

 

 

Land

 

$

432,381

 

 

$

430,869

 

Buildings

 

 

1,404,894

 

 

 

1,401,981

 

Site improvements

 

 

93,105

 

 

 

91,896

 

 

 

1,930,380

 

 

 

1,924,746

 

Accumulated depreciation

 

 

(281,485

)

 

 

(255,844

)

 

 

1,648,895

 

 

 

1,668,902

 

Construction in process

 

 

8,968

 

 

 

5,977

 

Real estate facilities, net

 

 

1,657,863

 

 

 

1,674,879

 

Cash and cash equivalents

 

 

34,677

 

 

 

45,079

 

Restricted cash

 

 

7,368

 

 

 

8,348

 

Investments in unconsolidated real estate ventures (Note 4)

 

 

36,442

 

 

 

35,832

 

Investments in and advances to Managed REITs

 

 

39,837

 

 

 

34,391

 

Deferred tax assets

 

 

4,568

 

 

 

4,450

 

Other assets, net

 

 

17,698

 

 

 

21,701

 

Intangible assets, net of accumulated amortization

 

 

1,635

 

 

 

1,170

 

Trademarks, net of accumulated amortization

 

 

15,700

 

 

 

15,771

 

Goodwill

 

 

53,643

 

 

 

53,643

 

Debt issuance costs, net of accumulated amortization

 

 

8,154

 

 

 

377

 

Total assets

 

$

1,877,585

 

 

$

1,895,641

 

LIABILITIES, TEMPORARY EQUITY, AND EQUITY

 

 

 

 

 

 

Debt, net

 

$

1,106,614

 

 

$

1,087,401

 

Accounts payable and accrued liabilities

 

 

39,196

 

 

 

28,978

 

Due to affiliates

 

 

410

 

 

 

416

 

Distributions payable

 

 

8,736

 

 

 

9,156

 

Deferred tax liabilities

 

 

6,084

 

 

 

6,194

 

Total liabilities

 

 

1,161,040

 

 

 

1,132,145

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Redeemable common stock

 

 

65,371

 

 

 

71,277

 

Preferred stock, $0.001 par value; 200,000,000 shares authorized:

 

 

 

 

 

 

Series A Convertible Preferred Stock, $0.001 par value; 200,000 shares
   authorized;
200,000 and 200,000 shares issued and outstanding at June 30,
   2024 and December 31, 2023, respectively, with aggregate liquidation
   preferences of $
203,108 and $203,151 at June 30, 2024 and
   December 31, 2023, respectively

 

 

196,356

 

 

 

196,356

 

Equity:

 

 

 

 

 

 

SmartStop Self Storage REIT, Inc.:

 

 

 

 

 

 

Class A common stock, $0.001 par value; 350,000,000 shares
    authorized;
88,696,458 and 88,761,135 shares issued and
    outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

89

 

 

 

89

 

Class T common stock, $0.001 par value; 350,000,000 shares
    authorized;
8,124,618 and 8,113,827 shares issued and
    outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

8

 

 

 

8

 

Additional paid-in capital

 

 

894,870

 

 

 

894,857

 

Distributions

 

 

(353,086

)

 

 

(324,191

)

Accumulated deficit

 

 

(175,739

)

 

 

(167,270

)

Accumulated other comprehensive income

 

 

(360

)

 

 

847

 

Total SmartStop Self Storage REIT, Inc. equity

 

 

365,782

 

 

 

404,340

 

Noncontrolling interests in our Operating Partnership

 

 

89,010

 

 

 

91,488

 

Other noncontrolling interests

 

 

26

 

 

 

35

 

Total noncontrolling interests

 

 

89,036

 

 

 

91,523

 

Total equity

 

 

454,818

 

 

 

495,863

 

Total liabilities, temporary equity and equity

 

$

1,877,585

 

 

$

1,895,641

 

 

 

See notes to consolidated financial statements.

6


 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands, except share and per share data)

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

52,660

 

 

$

51,678

 

 

$

103,129

 

 

$

102,955

 

Ancillary operating revenue

 

 

2,324

 

 

 

2,180

 

 

 

4,516

 

 

 

4,371

 

Managed REIT Platform revenue

 

 

2,670

 

 

 

4,320

 

 

 

5,405

 

 

 

6,597

 

Reimbursable costs from Managed REITs

 

 

1,509

 

 

 

1,412

 

 

 

3,155

 

 

 

2,803

 

Total revenues

 

 

59,163

 

 

 

59,590

 

 

 

116,205

 

 

 

116,726

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

17,695

 

 

 

16,483

 

 

 

35,085

 

 

 

33,016

 

Managed REIT Platform expenses

 

 

648

 

 

 

681

 

 

 

1,500

 

 

 

1,231

 

Reimbursable costs from Managed REITs

 

 

1,509

 

 

 

1,412

 

 

 

3,155

 

 

 

2,803

 

General and administrative

 

 

7,813

 

 

 

7,182

 

 

 

15,240

 

 

 

13,719

 

Depreciation

 

 

13,636

 

 

 

13,376

 

 

 

27,221

 

 

 

26,648

 

Intangible amortization expense

 

 

173

 

 

 

1,836

 

 

 

245

 

 

 

3,756

 

Acquisition expenses

 

 

12

 

 

 

11

 

 

 

82

 

 

 

42

 

Total operating expenses

 

 

41,486

 

 

 

40,981

 

 

 

82,528

 

 

 

81,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

17,677

 

 

 

18,609

 

 

 

33,677

 

 

 

35,511

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

(359

)

 

 

(536

)

 

 

(688

)

 

 

(941

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

(257

)

 

 

(216

)

 

 

(709

)

 

 

(450

)

Other, net

 

 

(125

)

 

 

1,193

 

 

 

384

 

 

 

1,943

 

Interest expense

 

 

(17,294

)

 

 

(14,905

)

 

 

(33,848

)

 

 

(29,608

)

Loss on debt extinguishment

 

 

 

 

 

 

 

 

(471

)

 

 

 

Income tax (expense) benefit

 

 

(347

)

 

 

134

 

 

 

(689

)

 

 

(143

)

Net (loss) income

 

 

(705

)

 

 

4,279

 

 

 

(2,344

)

 

 

6,312

 

Net (income) loss attributable to
   noncontrolling interests

 

 

(8

)

 

 

(770

)

 

 

91

 

 

 

(1,110

)

Less: Distributions to preferred stockholders

 

 

(3,108

)

 

 

(3,116

)

 

 

(6,216

)

 

 

(6,199

)

Net (loss) income attributable to
    SmartStop Self Storage REIT, Inc.
      common stockholders

 

$

(3,821

)

 

$

393

 

 

$

(8,469

)

 

$

(997

)

Net (loss) income per Class A & Class T share –
   basic

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

Net (loss) income per Class A & Class T share –
  diluted

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

Weighted average Class A shares outstanding –
   basic

 

 

88,652,922

 

 

 

88,717,078

 

 

 

88,683,783

 

 

 

88,726,076

 

Weighted average Class T shares outstanding –
   basic

 

 

8,122,802

 

 

 

8,097,928

 

 

 

8,120,031

 

 

 

8,091,773

 

Weighted average Class A shares outstanding –
   diluted

 

 

88,652,922

 

 

 

89,153,907

 

 

 

88,683,783

 

 

 

88,726,076

 

Weighted average Class T shares outstanding –
   diluted

 

 

8,122,802

 

 

 

8,097,928

 

 

 

8,120,031

 

 

 

8,091,773

 

See notes to consolidated financial statements.

7


 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Amounts in thousands)

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(705

)

 

$

4,279

 

 

$

(2,344

)

 

$

6,312

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(598

)

 

 

1,184

 

 

 

(1,919

)

 

 

1,437

 

Foreign currency hedge contract gains (losses)

 

 

504

 

 

 

(963

)

 

 

1,860

 

 

 

(1,054

)

Interest rate swap and cap contract gains (losses)

 

 

(808

)

 

 

550

 

 

 

(1,314

)

 

 

(943

)

Other comprehensive income (loss)

 

 

(902

)

 

 

771

 

 

 

(1,373

)

 

 

(560

)

Comprehensive income (loss)

 

 

(1,607

)

 

 

5,050

 

 

 

(3,717

)

 

 

5,752

 

Comprehensive income attributable to
     noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive (income) loss attributable to
      noncontrolling interests

 

 

100

 

 

 

(860

)

 

 

257

 

 

 

(1,046

)

Comprehensive income (loss) attributable to
     SmartStop Self Storage REIT, Inc.
     stockholders

 

$

(1,507

)

 

$

4,190

 

 

$

(3,460

)

 

$

4,706

 

 

 

 

See notes to consolidated financial statements.

8


 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY

(Unaudited)

(Amounts in thousands, except share and per share data)

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Additional
Paid-in
Capital

 

 

Distributions

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
SmartStop Self Storage REIT,
Inc. Equity

 

 

Noncontrolling
Interests

 

 

Total
Equity

 

 

Preferred
Stock

 

 

Redeemable
Common
Stock

 

Balance as of March 31, 2024

 

 

88,869,543

 

 

$

88

 

 

 

8,127,815

 

 

$

8

 

 

$

894,796

 

 

$

(338,634

)

 

$

(171,918

)

 

$

433

 

 

$

384,772

 

 

$

90,094

 

 

$

474,866

 

 

$

196,356

 

 

$

68,312

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

(80

)

 

 

 

 

 

 

Changes to redeemable
    common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,682

)

 

 

 

 

 

 

 

 

 

 

 

(5,682

)

 

 

 

 

 

(5,682

)

 

 

 

 

 

5,682

 

Redemptions of common stock

 

 

(511,962

)

 

 

(1

)

 

 

(41,441

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

 

 

(8,623

)

Issuance of restricted stock,
     net of forfeitures

 

 

4,562

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions ($0.15 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,452

)

 

 

 

 

 

 

 

 

(14,452

)

 

 

 

 

 

(14,452

)

 

 

 

 

 

 

Distributions to noncontrolling
    interests in our Operating
    Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,117

)

 

 

(2,117

)

 

 

 

 

 

 

Distributions to other
    noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(107

)

 

 

(107

)

 

 

 

 

 

 

Issuance of shares for
   distribution reinvestment plan

 

 

334,315

 

 

 

1

 

 

 

38,244

 

 

 

1

 

 

 

5,680

 

 

 

 

 

 

 

 

 

 

 

 

5,682

 

 

 

 

 

 

5,682

 

 

 

 

 

 

 

Equity based compensation
    expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

156

 

 

 

 

 

 

 

 

 

 

 

 

156

 

 

 

1,266

 

 

 

1,422

 

 

 

 

 

 

 

Net loss attributable to
     SmartStop Self Storage
     REIT, Inc. common
     stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,821

)

 

 

 

 

 

(3,821

)

 

 

 

 

 

(3,821

)

 

 

 

 

 

 

Net loss attributable to the
      noncontrolling interests in our
      Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(98

)

 

 

(98

)

 

 

 

 

 

 

Net income attributable to other
      noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107

 

 

 

107

 

 

 

 

 

 

 

Foreign currency translation
    adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(526

)

 

 

(526

)

 

 

(72

)

 

 

(598

)

 

 

 

 

 

 

Foreign currency hedge
     contract gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

444

 

 

 

444

 

 

 

60

 

 

 

504

 

 

 

 

 

 

 

Interest rate hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(711

)

 

 

(711

)

 

 

(97

)

 

 

(808

)

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

88,696,458

 

 

$

89

 

 

 

8,124,618

 

 

$

8

 

 

$

894,870

 

 

$

(353,086

)

 

$

(175,739

)

 

$

(360

)

 

$

365,782

 

 

$

89,036

 

 

$

454,818

 

 

$

196,356

 

 

$

65,371

 

See notes to consolidated financial statements.

 

9


 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Additional
Paid-in
Capital

 

 

Distributions

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
SmartStop Self
Storage REIT,
Inc. Equity

 

 

Noncontrolling
Interests

 

 

Total
Equity

 

 

Preferred
Stock

 

 

Redeemable
Common
Stock

 

Balance as of March 31, 2023

 

 

88,882,544

 

 

$

89

 

 

 

8,085,550

 

 

$

8

 

 

$

894,355

 

 

$

(280,412

)

 

$

(165,914

)

 

$

2,478

 

 

$

450,604

 

 

$

93,312

 

 

$

543,916

 

 

$

196,356

 

 

$

71,863

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

(11

)

 

 

 

 

 

 

Tax withholding (net settlement)
   related to vesting of restricted
   stock

 

 

(2,636

)

 

 

(1

)

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

(35

)

 

 

 

 

 

(35

)

 

 

 

 

 

 

Changes to redeemable
    common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,974

)

 

 

 

 

 

 

 

 

 

 

 

(5,974

)

 

 

 

 

 

(5,974

)

 

 

 

 

 

5,974

 

Redemptions of common stock

 

 

(299,129

)

 

 

(1

)

 

 

(10,868

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

 

 

 

(7,237

)

Issuance of restricted stock,
     net of forfeitures

 

 

2,114

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions ($0.15 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,504

)

 

 

 

 

 

 

 

 

(14,504

)

 

 

 

 

 

(14,504

)

 

 

 

 

 

 

Distributions to noncontrolling
    interests in our Operating
    Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,106

)

 

 

(2,106

)

 

 

 

 

 

 

Distributions to other
    noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(98

)

 

 

(98

)

 

 

 

 

 

 

Issuance of shares for
   distribution reinvestment plan

 

 

353,648

 

 

 

1

 

 

 

38,871

 

 

 

1

 

 

 

5,973

 

 

 

 

 

 

 

 

 

 

 

 

5,975

 

 

 

 

 

 

5,975

 

 

 

 

 

 

 

Equity based compensation
    expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

274

 

 

 

 

 

 

 

 

 

 

 

 

274

 

 

 

1,238

 

 

 

1,512

 

 

 

 

 

 

 

Net income attributable to
     SmartStop Self Storage
     REIT, Inc. common
     stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

393

 

 

 

 

 

 

393

 

 

 

 

 

 

393

 

 

 

 

 

 

 

Net income attributable to the
    noncontrolling interests in our
    Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

504

 

 

 

504

 

 

 

 

 

 

 

Net income attributable to other
      noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

265

 

 

 

265

 

 

 

 

 

 

 

Foreign currency translation
    adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,045

 

 

 

1,045

 

 

 

139

 

 

 

1,184

 

 

 

 

 

 

 

Foreign currency hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(850

)

 

 

(850

)

 

 

(113

)

 

 

(963

)

 

 

 

 

 

 

Interest rate hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

486

 

 

 

486

 

 

 

64

 

 

 

550

 

 

 

 

 

 

 

Balance as of June 30, 2023

 

 

88,936,541

 

 

$

89

 

 

 

8,113,553

 

 

$

8

 

 

$

894,583

 

 

$

(294,916

)

 

$

(165,521

)

 

$

3,159

 

 

$

437,402

 

 

$

93,205

 

 

$

530,607

 

 

$

196,356

 

 

$

70,600

 

See notes to consolidated financial statements.

 

 

10


 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Additional
Paid-in
Capital

 

 

Distributions

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
SmartStop Self Storage REIT,
Inc. Equity

 

 

Noncontrolling
Interests

 

 

Total
Equity

 

 

Preferred
Stock

 

 

Redeemable
Common
Stock

 

Balance as of December 31, 2023

 

 

88,761,135

 

 

$

89

 

 

 

8,113,827

 

 

$

8

 

 

$

894,857

 

 

$

(324,191

)

 

$

(167,270

)

 

$

847

 

 

$

404,340

 

 

$

91,523

 

 

$

495,863

 

 

$

196,356

 

 

$

71,277

 

Offering costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

(80

)

 

 

 

 

 

 

Tax withholding (net settlement)
     related to vesting of restricted
     stock

 

 

(15,315

)

 

 

(1

)

 

 

 

 

 

 

 

 

(218

)

 

 

 

 

 

 

 

 

 

 

 

(219

)

 

 

 

 

 

(219

)

 

 

 

 

 

 

Changes to redeemable
    common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,376

)

 

 

 

 

 

 

 

 

 

 

 

(11,376

)

 

 

 

 

 

(11,376

)

 

 

 

 

 

11,376

 

Redemptions of common stock

 

 

(760,540

)

 

 

(1

)

 

 

(66,031

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

 

 

 

(17,282

)

Issuance of restricted stock,
     net of forfeitures

 

 

41,700

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions ($0.30 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,895

)

 

 

 

 

 

 

 

 

(28,895

)

 

 

 

 

 

(28,895

)

 

 

 

 

 

 

Distributions to noncontrolling
    interests in our Operating
    Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,247

)

 

 

(4,247

)

 

 

 

 

 

 

Distributions to other
    noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(225

)

 

 

(225

)

 

 

 

 

 

 

Issuance of shares for
   distribution reinvestment plan

 

 

669,478

 

 

 

1

 

 

 

76,822

 

 

 

1

 

 

 

11,374

 

 

 

 

 

 

 

 

 

 

 

 

11,376

 

 

 

 

 

 

11,376

 

 

 

 

 

 

 

Equity based compensation
    expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

313

 

 

 

 

 

 

 

 

 

 

 

 

313

 

 

 

2,242

 

 

 

2,555

 

 

 

 

 

 

 

Net loss attributable to
     SmartStop Self Storage
     REIT, Inc. common
     stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,469

)

 

 

 

 

 

(8,469

)

 

 

 

 

 

(8,469

)

 

 

 

 

 

 

Net loss attributable to the
      noncontrolling interests in our
      Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(307

)

 

 

(307

)

 

 

 

 

 

 

Net income attributable to other
      noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

216

 

 

 

216

 

 

 

 

 

 

 

Foreign currency translation
    adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,689

)

 

 

(1,689

)

 

 

(230

)

 

 

(1,919

)

 

 

 

 

 

 

Foreign currency hedge
     contract gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,638

 

 

 

1,638

 

 

 

222

 

 

 

1,860

 

 

 

 

 

 

 

Interest rate hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,156

)

 

 

(1,156

)

 

 

(158

)

 

 

(1,314

)

 

 

 

 

 

 

Balance as of June 30, 2024

 

 

88,696,458

 

 

$

89

 

 

 

8,124,618

 

 

$

8

 

 

$

894,870

 

 

$

(353,086

)

 

$

(175,739

)

 

$

(360

)

 

$

365,782

 

 

$

89,036

 

 

$

454,818

 

 

$

196,356

 

 

$

65,371

 

 

See notes to consolidated financial statements.

 

 

11


 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

Class T

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Number
of Shares

 

 

Common
Stock
Par Value

 

 

Additional
Paid-in
Capital

 

 

Distributions

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
SmartStop Self Storage REIT,
Inc. Equity

 

 

Noncontrolling
Interests

 

 

Total
Equity

 

 

Preferred
Stock

 

 

Redeemable
Common
Stock

 

Balance as of December 31, 2022

 

 

88,853,454

 

 

$

89

 

 

 

8,085,550

 

 

$

8

 

 

$

894,284

 

 

$

(266,152

)

 

$

(164,524

)

 

$

3,655

 

 

$

467,360

 

 

$

94,459

 

 

$

561,819

 

 

$

196,356

 

 

$

76,578

 

Offering Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

(11

)

 

 

 

 

 

 

Tax withholding (net settlement)
     related to vesting of restricted
     stock

 

 

(17,422

)

 

 

(1

)

 

 

 

 

 

 

 

 

(247

)

 

 

 

 

 

 

 

 

 

 

 

(248

)

 

 

 

 

 

(248

)

 

 

 

 

 

 

Changes to redeemable
    common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,974

)

 

 

 

 

 

 

 

 

 

 

 

(5,974

)

 

 

 

 

 

(5,974

)

 

 

 

 

 

5,974

 

Redemptions of common stock

 

 

(299,129

)

 

 

(1

)

 

 

(10,868

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

 

 

 

(11,952

)

Issuance of restricted stock,
     net of forfeitures

 

 

45,990

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions ($0.30 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,764

)

 

 

 

 

 

 

 

 

(28,764

)

 

 

 

 

 

(28,764

)

 

 

 

 

 

 

Distributions to noncontrolling
    interests in our Operating
    Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,135

)

 

 

(4,135

)

 

 

 

 

 

 

Distributions to other
    noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(227

)

 

 

(227

)

 

 

 

 

 

 

Issuance of shares for
   distribution reinvestment plan

 

 

353,648

 

 

 

1

 

 

 

38,871

 

 

 

1

 

 

 

5,974

 

 

 

 

 

 

 

 

 

 

 

 

5,976

 

 

 

 

 

 

5,976

 

 

 

 

 

 

 

Equity based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

557

 

 

 

 

 

 

 

 

 

 

 

 

557

 

 

 

2,062

 

 

 

2,619

 

 

 

 

 

 

 

Net loss attributable to
     SmartStop Self Storage
     REIT, Inc. common
     stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(997

)

 

 

 

 

 

(997

)

 

 

 

 

 

(997

)

 

 

 

 

 

 

Net income attributable to the
      noncontrolling interests in our
      Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

737

 

 

 

737

 

 

 

 

 

 

 

Net income attributable to other
      noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

373

 

 

 

373

 

 

 

 

 

 

 

Foreign currency translation
    adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,269

 

 

 

1,269

 

 

 

168

 

 

 

1,437

 

 

 

 

 

 

 

Foreign currency hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(931

)

 

 

(931

)

 

 

(123

)

 

 

(1,054

)

 

 

 

 

 

 

Interest rate hedge
     contract loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(834

)

 

 

(834

)

 

 

(109

)

 

 

(943

)

 

 

 

 

 

 

Balance as of June 30, 2023

 

 

88,936,541

 

 

$

89

 

 

 

8,113,553

 

 

$

8

 

 

$

894,583

 

 

$

(294,916

)

 

$

(165,521

)

 

$

3,159

 

 

$

437,402

 

 

$

93,205

 

 

$

530,607

 

 

$

196,356

 

 

$

70,600

 

See notes to consolidated financial statements.

 

 

12


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

 

 

 

 

Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

(2,344

)

 

$

6,312

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

27,466

 

 

 

30,403

 

Change in deferred tax assets and liabilities

 

 

372

 

 

 

(185

)

Accretion of fair market value adjustment of debt

 

 

80

 

 

 

5

 

Amortization of debt issuance costs

 

 

1,774

 

 

 

1,365

 

Loss on extinguishment of debt

 

 

471

 

 

 

 

Equity based compensation expense

 

 

2,555

 

 

 

2,619

 

Non-cash adjustment from equity method investments in JV Properties

 

 

688

 

 

 

941

 

Non-cash adjustment from equity method investments in Managed REITs

 

 

709

 

 

 

871

 

Accretion of financing fee revenues

 

 

(78

)

 

 

(460

)

Unrealized foreign currency and derivative (gains) losses

 

 

2,544

 

 

 

(42

)

Sponsor funding reduction

 

 

380

 

 

 

 

Increase (decrease) in cash from changes in assets and liabilities:

 

 

 

 

 

 

Other assets, net

 

 

2,573

 

 

 

5,647

 

Accounts payable and accrued liabilities

 

 

3,307

 

 

 

244

 

Managed REITs receivables

 

 

(8,817

)

 

 

(2,410

)

Due to affiliates

 

 

(6

)

 

 

3

 

Net cash provided by operating activities

 

 

31,674

 

 

 

45,313

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of real estate

 

 

(10,516

)

 

 

 

Additions to real estate and construction in process

 

 

(4,842

)

 

 

(8,449

)

Insurance proceeds on insured property damage

 

 

 

 

 

809

 

Investments in unconsolidated JV Properties, net

 

 

(2,411

)

 

 

(6,227

)

Deposits on acquisition of real estate

 

 

(964

)

 

 

(1,208

)

Capital distributions from Managed REITs

 

 

308

 

 

 

289

 

SSGT III loan funding

 

 

 

 

 

(8,000

)

SSGT III loan repayment

 

 

4,000

 

 

 

17,500

 

SST VI Mezzanine loan funding

 

 

 

 

 

(15,000

)

SST VI Mezzanine loan repayment

 

 

 

 

 

50,000

 

SST VI promissory note funding

 

 

 

 

 

(15,000

)

SST VI preferred equity investment

 

 

 

 

 

(15,000

)

SST VI preferred equity investment redemption

 

 

 

 

 

15,000

 

Purchase of SST VI Subordinated Class C Units

 

 

(634

)

 

 

 

Settlement of foreign currency hedges

 

 

1,939

 

 

 

3,477

 

Purchase of other assets

 

 

(59

)

 

 

 

Net cash (used in) provided by investing activities

 

 

(13,179

)

 

 

18,191

 

Cash flows from financing activities:

 

 

 

 

 

 

Gross proceeds from issuance of non-credit facility debt

 

 

55,590

 

 

 

 

Repayment of non-credit facility debt

 

 

 

 

 

(12,017

)

Scheduled principal payments on non-credit facility debt

 

 

(1,703

)

 

 

(1,314

)

Proceeds from issuance of credit facility debt

 

 

591,500

 

 

 

90,000

 

Repayment of credit facility debt

 

 

(623,808

)

 

 

(105,000

)

Debt issuance costs

 

 

(9,172

)

 

 

 

Offering costs

 

 

(80

)

 

 

(11

)

Redemption of common stock

 

 

(12,605

)

 

 

(4,715

)

Restricted stock withholding for payroll taxes

 

 

(219

)

 

 

(247

)

Distributions paid to preferred stockholders

 

 

(6,259

)

 

 

(6,233

)

Distributions paid to common stockholders

 

 

(17,733

)

 

 

(23,456

)

Distributions paid to noncontrolling interests in our OP

 

 

(4,411

)

 

 

(3,917

)

Distributions paid to other noncontrolling interests

 

 

(225

)

 

 

(227

)

Net cash used in financing activities

 

 

(29,125

)

 

 

(67,137

)

Impact of foreign exchange rate changes on cash and restricted cash

 

 

(752

)

 

 

226

 

Change in cash, cash equivalents, and restricted cash

 

 

(11,382

)

 

 

(3,407

)

Cash, cash equivalents, and restricted cash beginning of year

 

 

53,427

 

 

 

46,038

 

Cash, cash equivalents, and restricted cash end of year

 

$

42,045

 

 

$

42,631

 

 

 

13


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

(Amounts in thousands)

 

Supplemental disclosures and non-cash transactions:

 

 

 

 

 

 

Cash paid for interest, net of capitalized interest

 

$

31,241

 

 

$

26,117

 

Cash paid for income taxes

 

$

34

 

 

$

14

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

Redemption of common stock included in accounts payable
   and accrued liabilities

 

$

8,623

 

 

$

7,238

 

Distributions payable

 

$

8,736

 

 

$

8,842

 

Real estate and construction in process included in accounts payable
   and accrued liabilities

 

$

892

 

 

$

1,178

 

Issuance of shares pursuant to distribution reinvestment plan

 

$

11,376

 

 

$

5,974

 

Retirement of assets due to casualty loss

 

$

731

 

 

 

 

Earnest deposits on acquisitions assigned to the Managed REITs,
   amounts reclassified to Managed REITs receivables

 

$

943

 

 

$

1,083

 

See notes to consolidated financial statements.

14


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Note 1. Organization

SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Company”), is a self-managed and fully-integrated self storage real estate investment trust (“REIT”), formed on January 8, 2013 under the Maryland General Corporation Law. Our year end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries.

We acquire and own self storage facilities; we also operate self storage facilities owned by us as well as those owned by the entities sponsored by us. As of June 30, 2024, we wholly-owned 155 self storage facilities located in 19 states (Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, Nevada, North Carolina, Ohio, South Carolina, Texas, Virginia, Washington, and Wisconsin) and Canada.

As discussed herein, we, through our subsidiaries, currently serve as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT (“SST VI”), and Strategic Storage Growth Trust III, Inc., a private REIT (“SSGT III” and together with SST VI and any future sponsored REITs, the “Managed REITs”). We also served as the sponsor of Strategic Storage Trust IV, Inc., a public non-traded REIT (“SST IV”), through March 17, 2021, and Strategic Storage Growth Trust II, Inc., a private REIT (“SSGT II”), through June 1, 2022, the dates on which we closed on the mergers of SST IV (the “SST IV Merger”) and SSGT II (the “SSGT II Merger”), respectively, as defined in Note 3 – Real Estate Facilities. Prior to March 17, 2021 and June 1, 2022, SST IV and SSGT II, respectively, were also included in the “Managed REITs.”

We operate the properties owned by the Managed REITs, which together with one other self storage property we manage, as of June 30, 2024, represented 32 operating properties and approximately 25,400 units and 2.8 million rentable square feet. Through our Managed REIT Platform (as defined below), we originate, structure, and manage additional self storage investment products.

SmartStop OP, L.P. (the “Operating Partnership”) owns, directly or indirectly through one or more subsidiaries, all of the self storage properties that we own. As of June 30, 2024, we owned approximately 88% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 12% of the common units are owned by current and former employees, members of our executive management team, board members, or indirectly by Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”), its affiliates, and affiliates of Select Capital Corporation, the former dealer manager of our offering (the “Former Dealer Manager”). 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 commenced our initial public offering in January 2014, in which we offered 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”). At the termination of our Offering in January 2017, we had sold approximately 48 million shares of our Class A common stock (the "Class A Shares") and approximately 7 million shares of our Class T common stock (the "Class T Shares") for approximately $493 million and $73 million respectively.

In November 2016, we filed a Registration Statement on Form S-3 with the SEC, which registered $100.9 million in shares under our distribution reinvestment plan. On May 14, 2024, we filed a new Registration Statement on Form S-3 with the SEC which registered up to an additional 4,500,000 Class A Shares and 500,000 Class T Shares under our distribution reinvestment plan (our “DRP Offering”).

As of June 30, 2024, we had sold approximately 10.0 million Class A Shares and approximately 1.3 million Class T Shares through our distribution reinvestment plan, of which, approximately 0.2 million Class A Shares and approximately 0.1 million Class T Shares were sold under our current DRP Offering. The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.

On January 15, 2024, our board of directors (the “Board”), upon recommendation of our Nominating and Corporate Governance Committee, approved an Estimated Per Share Net Asset Value (“NAV”) of our common stock of $15.25 for our Class A Shares and Class T 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 a fully diluted basis, calculated as of September 30, 2023.

15


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(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.

The square footage, unit count, and occupancy percentage data and related disclosures included in these notes to the consolidated financial statements are outside the scope of our independent registered accounting firm's review.

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 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 us as we are currently the primary beneficiary. Our sole significant asset is our investment in our Operating Partnership; as a result, substantially all of our assets and liabilities represent those assets and liabilities of our Operating Partnership and its wholly-owned subsidiaries.

On March 1, 2022, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the public offering of SST VI, became a 10% non-voting member of Strategic Storage Advisor VI, LLC, our advisor to SST VI (the “SST VI Advisor”). We continue to be the primary beneficiary of SST VI Advisor, and its operations therefore continue to be consolidated by us.

As of June 30, 2024 and December 31, 2023, we were not a party to any other material contracts or interests that would be deemed variable interests in VIEs other than our joint ventures with SmartCentres and our equity investments in the Managed REIT's, which are all accounted for under the equity method of accounting (see Note 4 – Investments in Unconsolidated Real Estate Ventures and Note 10 – Related Party Transactions for additional information), and our joint venture programs through which we offer our tenant insurance, tenant protection plans or similar programs (the “Tenant Protection Programs”) with SST VI, SSGT III, and SSGT II (through June 1, 2022) which are consolidated.

Equity Investments

Under the equity method, our investments are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and impairments, as applicable. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments and recorded within our consolidated statements of operations.

 

16


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Investments in and Advances to Managed REITs

As of June 30, 2024 and December 31, 2023, we owned equity and debt investments in the Managed REITs; such amounts are included in Investments in and advances to Managed REITs within our consolidated balance sheets. We account for the equity investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the Managed REITs’ operating and financial policies through our advisory and property management agreements with the respective Managed REITs. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for our share of equity in the respective Managed REIT’s earnings and reduced by distributions.

We record the interest on our debt investments on the accrual basis and such income is included in Other, net, within Other income (expense) of our consolidated statements of operations. While we do make loans periodically, we do not consider that to be part of our ordinary operating activity, and therefore do not report income from loans as operating income.

See Note 10 – Related Party Transactions for additional information.

Noncontrolling Interests in Consolidated Entities

We account for the noncontrolling interests in our Operating Partnership and the noncontrolling interests in SST VI Advisor and our Tenant Protection Programs joint ventures with SST VI, SSGT III, and SSGT II (prior to the SSGT II Merger on June 1, 2022) 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 partners, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interests are reflected as noncontrolling interests in the accompanying consolidated balance sheets. We also consolidate our interests in the SSGT III and SST VI Tenant Protection Programs and present the minority interests as noncontrolling interests in the accompanying consolidated balance sheets. The noncontrolling interests shall be attributed their share of income and losses, even if that attribution results in a deficit noncontrolling interests 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 that of real estate acquisition valuation and the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the evaluation of potential impairment of indefinite and long-lived assets and goodwill, and the estimated useful lives of real estate assets and intangibles.

Cash and Cash Equivalents

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

We may maintain cash and cash equivalents in financial institutions in excess of insured limits. In an effort to mitigate this risk, we only invest 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 certain of our loan agreements.

17


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Real Estate Purchase Price Allocation and Treatment of Acquisition Costs

We account for asset 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 as of the date of acquisition. 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. We engage independent third-party valuation specialists to assist in the determination of significant estimates and market-based assumptions used in the valuation models.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.7 million and none in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2024 and 2023, 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 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.

Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2024 and 2023, our property acquisitions did not meet the definition of a business. To date, our acquisitions have generally not met the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) and because the acquisitions did 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, acquisition related transaction costs are capitalized rather than expensed.

During the three months ended June 30, 2024 and 2023, we expensed approximately $12,000 and $11,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

During the six months ended June 30, 2024 and 2023, we expensed approximately $82,000 and $42,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

Evaluation of Possible Impairment of Real Property Assets

Management monitors events and changes in circumstances that could indicate that the carrying amounts of our real property assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the real property 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 real property assets to the fair value and recognize an impairment loss. For the six months ended June 30, 2024 and 2023, no real property asset impairment losses were recognized.

Goodwill Valuation

We initially recorded goodwill as a result of the Self Administration Transaction (as defined in Note 10 – Related Party Transactions), which occurred in 2019. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual tests we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative analysis to compare the fair value of each reporting

18


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized.

See Note 10 – Related Party Transactions for additional information.

Trademarks

In connection with the Self Administration Transaction, we recorded the fair value associated with the two primary trademarks acquired therein.

Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name.

As of June 30, 2024 and December 31, 2023, $15.7 million was recorded related to the SmartStop® Self Storage trademark, which is an indefinite lived trademark. The “Strategic Storage®” trademark is a definite lived trademark, which was fully amortized as of June 30, 2024. As of December 31, 2023, approximately $71,000 was recorded to the “Strategic Storage®” trademark.

We qualitatively evaluate whether any triggering events or changes in circumstances have occurred in addition to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

Revenue Recognition

Self Storage Operations

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets, and contractually due but unpaid rent is included in other assets.

In accordance with ASC 842, we review the collectability of lease payments on an ongoing basis. We consider collectability indicators when analyzing accounts receivable and historical bad debt levels, including current economic trends, all of which assist in evaluating the probability of outstanding and future rental income collections.

Additionally, we earn ancillary revenue from fees we receive related to providing tenant insurance or tenant protection plans to customers at our properties through our Tenant Protection Programs, and to a lesser extent, through the sale of various moving and packing supplies such as locks and boxes. We recognize such revenue in the Ancillary operating revenue line within our consolidated statements of operations as the services are performed and as the goods or services are delivered.

Managed REIT Platform

We earn property management and asset management revenue, pursuant to the respective property management and advisory agreement contracts, in connection with providing services to the Managed REITs. We have determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for the property management services and asset management services are satisfied as the services are rendered. While we are compensated for our services on a monthly basis, these services represent a series of distinct daily services in accordance with ASC 606. Such revenue is recorded in the Managed REIT Platform revenue line within our consolidated statements of operations.

The Managed REITs’ advisory agreements also provide for reimbursement to us of our direct and indirect costs of providing administrative and management services to the Managed REITs. These reimbursements include costs incurred in relation to organization and offering services provided to the Managed REITs and the reimbursement of salaries, bonuses, and other expenses related to benefits paid to our employees while performing services for the Managed REITs. The Managed REITs’ property management agreements also provide reimbursement to us for the property manager’s costs of

19


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

managing the properties. Reimbursable costs include wages and salaries and other expenses that arise in operating, managing and maintaining the Managed REITs’ properties.

Under ASC 606, direct reimbursement of such costs does not represent a separate performance obligation from our obligation to perform property management and asset management services. The reimbursement income is considered variable consideration, and is recognized as the costs are incurred, subject to limitations on the Managed REIT Platform’s ability to incur offering costs or limitations imposed by the advisory agreements. We have elected to separately record such revenue in the Reimbursable costs from Managed REITs line within our consolidated statements of operations.

Additionally, we earn revenue in connection with our Tenant Protection Programs joint ventures with our Managed REITs. We also earn development and construction management revenue from services we provide in connection with the project design, coordination and oversight of development and certain capital improvement projects undertaken by the Managed REITs. We recognize such revenue in the Managed REIT Platform revenue line within our consolidated statements of operations as the services are performed or delivered. See Note 10 – Related Party Transactions, for additional information regarding revenue generated from our Managed REIT Platform.

Sponsor Funding Agreement

On November 1, 2023, SmartStop REIT Advisors, LLC, a subsidiary of our Operating Partnership, entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) with SST VI and Strategic Storage Operating Partnership VI, L.P. (“SST VI OP”) in connection with certain changes to the public offering of SST VI (see Note 10 – Related Party Transactions for additional information).

Pursuant to the Sponsor Funding Agreement, SmartStop, through a wholly-owned subsidiary, is required to fund the payment of the front-end sales load for the sale of SST VI’s class Y and class Z shares sold in its offering. In exchange, SmartStop receives a number of series C convertible units (“Series C Units”) in SST VI OP calculated as the dollar amount of such funding divided by the then-current offering price $9.30 through August 6, 2024 for such class Y and Z shares. The Series C Units shall automatically convert into class A units of SST VI OP on a one-to-one basis upon SST VI’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of SST VI shares of common stock, including the class Y shares and class Z shares, calculated net of the Series C Units to be converted. On August 7, 2024, SST VI declared an estimated net asset value per share of $10.00. Since the Series C Units that could be converted would result in the net asset value falling below $10.00 per share, none of the Series C Units we own were converted into class A units of SST VI OP, and our future purchases will be determined based on the current estimated net asset value at such time.

In accordance with ASC 606, the amount by which our funding exceeds the fair value of the Series C Units received is accounted for as a payment to a customer and is therefore recorded as a reduction to the transaction price for the services we provide to such customer. Each payment is initially included in the Other assets line-item in our consolidated balance sheet and subsequently recorded as a reduction of Managed REIT Platform revenues ratably over the remaining estimated life of our management contracts with SST VI. Below is a summary of the portion of sponsorship funding payments which exceeds the fair value of the Series C Units received, and is recorded pursuant to ASC 606 as described above (in thousands):

 

Balance as of December 31, 2022

 

$

 

Amounts incurred

 

 

3,527

 

Recorded sponsor funding reduction

 

 

(34

)

Balance as of December 31, 2023

 

$

3,493

 

Amounts incurred

 

$

644

 

Recorded sponsor funding reduction

 

 

(380

)

Balance as of June 30, 2024

 

$

3,757

 

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records this general allowance estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of June 30, 2024 and December 31, 2023,

20


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

approximately $0.8 million and $0.9 million, respectively, were recorded to allowance for doubtful accounts and are included within other assets in the accompanying consolidated balance sheets.

Advertising Costs

Advertising costs are expensed in the period in which the cost is incurred and are included in property operating expenses and general and administrative lines within our consolidated statements of operations, depending on the nature of the expense.

We incurred advertising costs of approximately $1.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $0.5 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, within general and administrative.

We incurred advertising costs of approximately $2.7 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $1.0 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively, within general and administrative.

Real Estate Facilities

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

 

30-40 years

Site Improvements

 

7-10 years

 

Depreciation of Personal Property Assets

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

Intangible Assets

We have allocated a portion of our real estate purchase price to in-place lease intangibles, which amortize on a straight-line basis over the estimated future benefit period. Additionally, we have other contract related intangible assets. As of June 30, 2024, the gross amount of the intangible assets was approximately $81.1 million, and accumulated amortization was approximately $79.5 million. As of December 31, 2023, the gross amount of the intangible assets was approximately $80.7 million, and accumulated amortization was approximately $79.5 million. See Note 10 – Related Party Transactions for additional information.

The total estimated future amortization expense related to intangible assets for the years ending December 31, 2024, 2025, 2026, 2027, 2028, and thereafter is approximately $0.3 million, $0.4 million, $0.1 million, $0.1 million, $0.1 million, and $0.6 million thereafter, respectively. The weighted-average amortization period on our remaining intangible assets with a net book value of approximately $1.6 million was approximately 4.3 years as of June 30, 2024.

21


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in an impairment charge in the future.

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the balance sheet as a deduction from debt; amounts incurred related to obtaining revolving debt are included in the debt issuance costs line on our consolidated balance sheet (see Note 5 - Debt). Debt issuance costs are amortized using the effective interest method.

As of June 30, 2024 the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $9.2 million and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $1.0 million. As of December 31, 2023, the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $4.5 million, and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $4.1 million.

As of June 30, 2024, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $5.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $2.3 million. As of December 31, 2023, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $7.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $3.4 million.

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates, as of the reporting date. Revenues and expenses are translated at the average rates for the period. All adjustments related to amounts classified as long term net investments 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. Changes in investments not classified as long term are recorded in other income (expense) and represented a loss of approximately $0.3 million and a gain of approximately $3.1 million for the three months ended June 30, 2024 and 2023, respectively, and represented a loss of approximately $1.6 million and a gain of approximately $3.1 million for the six months ended June 30, 2024 and 2023, respectively.

Redeemable Common Stock

We adopted a share redemption program (“SRP”) that enables stockholders to sell their shares to us in limited circumstances.

We have evaluated the terms of our SRP, and we classify amounts that are redeemable under the SRP as redeemable common stock in the accompanying consolidated balance sheets. The maximum amount of redeemable shares under our SRP is limited to the net proceeds from the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable 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 the accompanying 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. When we determine we have a mandatory obligation to repurchase shares under the SRP, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

See Note 12 – Commitments and Contingencies for additional information on our SRP.

Accounting for Equity Awards

 

22


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

We issue equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”), both of which may be issued subject to either time based vesting criteria or performance based vesting criteria restrictions. For time based awards granted which contain a graded vesting schedule, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For performance based awards, compensation cost is recognized over the requisite service period if and when we determine the performance condition is probable of being achieved. We record the cost of such equity based awards based on the grant date fair value, and have elected to record forfeitures as they occur.

Employee Benefit Plan

 

The Company maintains its own retirement savings plan under Section 401(k) of the Internal Revenue Code, as amended (the "Code"), under which eligible employees can contribute up to 100% of their annual salary, subject to a statutory prescribed annual limit. For the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023, the Company made matching contributions to such plan of approximately $0.1 million and $0.1 million, and $0.3 million and $0.3 million, respectively, based on a company match of 100% on the first 4% of an employee’s compensation.

Fair Value Measurements

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

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;
Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

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

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

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions along with the assets and liabilities described in Note 3 – Real Estate Facilities. 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) market approach, which considers comparable sales activity. Additionally, certain such assets and liabilities are required to be fair valued periodically or valued pursuant to ongoing fair value requirements and impairment analyses and have been valued subsequently utilizing the same techniques noted above. In general, we consider multiple valuation techniques when measuring fair values. However, in

23


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

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 Series C Units (categorized within Level 3 of the fair value hierarchy) acquired in connection with the Sponsor Funding Agreement are measured at fair value at the time of acquisition, and are accounted for using the equity method of accounting as described in Note 10 – Related Party Transactions. The fair value of these units were determined upon purchase using a valuation model which considered the following key assumptions: the projected distribution rate of SST VI, implied share price volatility, risk free interest rate, current estimated net asset value, and the estimated effective life of the Series C Units.

The carrying amounts of cash and cash equivalents, restricted cash, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value (categorized within Level 1 of the fair value hierarchy).

The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate debt 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 (categorized within Level 2 of the fair value hierarchy). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. As of June 30, 2024 and December 31, 2023, we believe the fair value of our variable rate debt was reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. The table below summarizes the carrying amounts and fair values of our fixed rate debt which are not carried at fair value as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

Fixed Rate Secured Debt

 

$

490,000

 

 

$

519,183

 

 

$

505,700

 

 

$

523,019

 

 

During the six months ended June 30, 2024 and 2023, we held interest rate cash flow hedges and foreign currency net investment hedges to hedge our interest rate and foreign currency exposure (See Notes 5 – Debt and 7 – Derivative Instruments). The fair value analyses of these instruments reflect the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities, as applicable. The fair value of interest rate swap and cap agreements are determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flows of the instruments. Our fair values of our net investment hedges are based primarily on the change in the spot rate at the end of the period as compared with the strike price at inception.

To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we had determined that the majority of the inputs used to value our derivatives were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, through June 30, 2024, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

24


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

 

 

Fair Value Measurements at June 30, 2024

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

1,023

 

 

$

 

Accounts payable and accrued
   liabilities - interest rate derivatives

 

$

 

 

$

1,527

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

355

 

 

$

 

 

 

 

 

Fair Value Measurements at December 31, 2023

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

3,485

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

985

 

 

$

 

Derivative Instruments and Hedging Activities

We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss). The ineffective portion of the change in fair value of the derivatives is recognized in Other, net, within our consolidated statements of operations. Amounts are reclassified out of other comprehensive (loss) income (“OCI”) into earnings (loss) when the hedged net investment is either sold or substantially liquidated.

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2014. 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 taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not equal net income as calculated in accordance with GAAP).

For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a non-taxable return of capital, reducing the tax basis in each U.S. stockholder’s shares, and the amount of each distribution in excess of a U.S. stockholder’s tax basis in its shares will be taxable as gain realized from the sale of its shares.

25


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

As a REIT, we generally will not be subject to U.S. 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 U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. 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 U.S. federal income tax purposes.

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

We filed an election to treat our primary taxable REIT subsidiary (“TRS”) as a taxable REIT subsidiary effective January 1, 2014. In general, our TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in non-real estate related business. The TRS is subject to corporate federal and state income tax.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. Under ASC Topic 740, tax positions are evaluated for recognition using a more–likely–than–not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of June 30, 2024 and December 31, 2023, the Company had no uncertain tax positions. Income taxes payable are classified within accounts payable and accrued liabilities in the consolidated balance sheets. The tax years 2019-2022 remain open to examination by the major taxing jurisdictions to which we are subject.
 

Concentration

No single self storage customer represents a significant concentration of our revenues. For the month of June 2024, approximately 22%, 20%, and 10% of our rental income was concentrated in Florida, California, and the Greater Toronto Area of Canada, respectively. Our properties within the aforementioned geographic areas are dispersed therein, operating in multiple different regions and sub-markets.

Segment Reporting

Our business is composed of two reportable segments: (i) self storage operations and (ii) the Managed REIT Platform business. Please see Note 9 – Segment Disclosures for additional detail.

Convertible Preferred Stock

We classify our Series A Convertible Preferred Stock (as defined in Note 6 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480-10-S99. Our Series A Convertible Preferred Stock can be redeemed by us on or after the fifth anniversary of its issuance (October 29, 2024), or if certain events occur, such as the listing of our common stock on a national securities exchange, a change in control, or if a redemption would be required to maintain our REIT

26


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

status. Additionally, if we do not maintain our REIT status the holder can require redemption. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series A Convertible Preferred Stock as temporary equity.

We have analyzed whether the conversion features in our Series A Convertible Preferred Stock should be bifurcated under the guidance in ASC 815-10 and have determined that bifurcation is not necessary.

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock.

Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes unvested restricted stock, Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, and unvested LTIP Units) and accordingly, as applicable, adjusting net income to add back any changes in earnings that reduce earnings per common share in the period associated with the potential common stock equivalents.

 

The computation of earnings per common share is as follows for the periods presented (amounts presented in thousands, except share and per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(705

)

 

$

4,279

 

 

$

(2,344

)

 

$

6,312

 

Net (income) loss attributable to
   noncontrolling interests

 

 

(8

)

 

 

(770

)

 

 

91

 

 

 

(1,110

)

Net income (loss) attributable to
   SmartStop Self Storage REIT, Inc.

 

 

(713

)

 

 

3,509

 

 

 

(2,253

)

 

 

5,202

 

   Less: Distributions to preferred
      stockholders

 

 

(3,108

)

 

 

(3,116

)

 

 

(6,216

)

 

 

(6,199

)

   Less: Distributions to participating
      securities

 

 

(112

)

 

 

(91

)

 

 

(227

)

 

 

(183

)

Net (loss) income attributable to
   common stockholders - basic:

 

 

(3,933

)

 

 

302

 

 

 

(8,696

)

 

 

(1,180

)

Net (loss) income attributable to
   common stockholders - diluted:

 

$

(3,933

)

 

$

302

 

 

$

(8,696

)

 

$

(1,180

)

Weighted average common shares
       outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

      Average number of common shares
          outstanding- basic

 

 

96,775,724

 

 

 

96,815,006

 

 

 

96,803,814

 

 

 

96,817,849

 

     Unvested LTIP Units

 

 

 

 

 

359,233

 

 

 

 

 

 

 

     Unvested restricted stock awards

 

 

 

 

 

77,596

 

 

 

 

 

 

 

      Average number of common shares
          outstanding - diluted

 

 

96,775,724

 

 

 

97,251,835

 

 

 

96,803,814

 

 

 

96,817,849

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

    Diluted

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

 

 

 

27


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The following table presents the weighted average Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, unvested LTIP Units, and unvested restricted stock awards, that were excluded from the computation of diluted earnings per share above as their effect would have been antidilutive for the respective periods, and was calculated using the two-class, treasury stock or if-converted method, as applicable:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

     Series A Convertible Preferred Stock

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

     Class A and Class A-1 OP Units

 

 

13,229,294

 

 

 

12,854,553

 

 

 

13,178,846

 

 

 

12,779,356

 

     Unvested LTIP Units

 

 

340,791

 

 

 

 

 

 

332,735

 

 

 

348,082

 

     Unvested restricted stock awards

 

 

23,420

 

 

 

 

 

 

18,417

 

 

 

80,021

 

 

 

 

32,355,231

 

 

 

31,616,279

 

 

 

32,291,724

 

 

 

31,969,185

 

 

Recently Issued Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280).” The guidance in ASU 2023-07 was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment becomes effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” The guidance in ASU 2023-09 was issued to provide investors with information to better assess how an entity’s operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendment becomes effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

 

 

Note 3. Real Estate

The following summarizes the activity in real estate during the three months ended June 30, 2024 (in thousands):

 

Real estate

 

 

 

Balance at December 31, 2023

 

$

1,924,746

 

Impact of foreign exchange rate
   changes and other

 

 

(6,950

)

Improvements and additions

 

 

2,743

 

Acquisitions

 

 

9,841

 

Balance at June 30, 2024

 

$

1,930,380

 

Accumulated depreciation

 

 

 

Balance at December 31, 2023

 

$

(255,844

)

Depreciation expense

 

 

(26,663

)

Impact of foreign exchange rate
   changes and other

 

 

1,022

 

Balance at June 30, 2024

 

$

(281,485

)

 

28


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

SSGT II Merger

On June 1, 2022, we closed on our merger with SSGT II (the “SSGT II Merger”). On such date, (the “SSGT II Merger Date”), we acquired all of the real estate owned by SSGT II, consisting primarily of (i) 10 wholly-owned self storage facilities, and (ii) SSGT II’s 50% equity interest in three unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada. We issued approximately 11.5 million Class A Shares to the former SSGT II stockholders in connection with the SSGT II Merger.

SST IV Merger

On March 17, 2021, we closed on our merger with SST IV (the “SST IV Merger”). On such date, (the “SST IV Merger Date”), we acquired all of the real estate owned by SST IV, consisting primarily of (i) 24 self storage facilities, and (ii) SST IV’s 50% equity interest in six unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada. As a result of the SST IV Merger, we issued approximately 23.1 million Class A Shares to the former SST IV stockholders.

Self Storage Facility Acquisitions

On April 10, 2024, we purchased a self storage facility located in Colorado Springs, Colorado (the "Colorado Springs II Property"). The purchase price for the Colorado Springs II Property was approximately $10.5 million, plus closing costs. Upon acquisition, the property was approximately 86% occupied. The acquisition was funded with proceeds drawn from the 2024 Credit Facility. This property was subsequently added to the borrowing base of the 2024 Credit Facility.

The following table summarizes our purchase price allocation for our acquisitions during the six months ended June 30, 2024 (in thousands):

 

Acquisition

 

Acquisition
Date

 

Real Estate
Assets

 

 

Intangibles

 

 

Total(1)

 

 

2024
Revenue
(2)

 

 

2024
Net
Operating
Income
(2)(3)

 

 

Colorado Springs II

 

4/10/2024

 

 

9,841

 

 

 

675

 

 

 

10,516

 

 

 

209

 

 

 

132

 

 

 

 

 

 

$

9,841

 

 

$

675

 

 

$

10,516

 

 

$

209

 

 

$

132

 

 

 

(1) The allocation noted above is based on a determination of the relative fair value of the total consideration provided and represents the amount paid including capitalized acquisition costs.

(2) The operating results of the self storage property acquired have been included in our consolidated statements of operations since its acquisition date.

(3) Net operating income excludes corporate general and administrative expenses, interest expenses, depreciation, amortization and acquisition related expenses.

 

Potential Acquisitions

As of August 13, 2024, we, through our wholly-owned subsidiaries were party to one purchase and sale agreement with an unaffiliated third party for the acquisition of a self storage facility located in the United States. The total purchase price for this property is approximately $30.8 million, plus closing costs. There can be no assurance that we will complete this acquisition. If we fail to acquire this property, in addition to the incurred acquisition costs, we may also forfeit earnest money of approximately $0.3 million as a result.

We may assign some or all of the above purchase and sale agreements to one or more of our Managed REITs.

Note 4. Investments in Unconsolidated Real Estate Ventures

As a result of the SST IV Merger, we acquired six self storage real estate joint ventures located in the Greater Toronto Area of Ontario, Canada, all of which were operating as of June 30, 2024. As a result of the SSGT II Merger, we acquired

29


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

three self storage real estate joint ventures located in the Greater Toronto Area of Ontario, Canada, all of which were operating as of June 30, 2024.

On May 25, 2022, we, as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a single tenant industrial building located in the city of Burnaby, British Columbia (the “Regent Property”), that we and SmartCentres intend to develop into a self storage facility in the future.

On January 12, 2023, we as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a parcel of land in Whitby, Ontario, (the “Whitby Property”), that we and SmartCentres developed into a self storage facility that became operational in January 2024.

These joint venture agreements are with a subsidiary of SmartCentres, an unaffiliated third party, to acquire, develop, and operate self storage facilities.

We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and increased for contributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments, and is recorded in Equity in earnings (losses) from investments in JV Properties in the accompanying consolidated statements of operations.

For the three months ended June 30, 2024 and 2023, we recorded net aggregate loss of approximately $0.4 million and $0.5 million respectively, from our equity in earnings related to our unconsolidated real estate ventures in Canada.

For the six months ended June 30, 2024 and 2023, we recorded net aggregate loss of approximately $0.7 million and $0.9 million respectively, from our equity in earnings related to our unconsolidated real estate ventures in Canada.

The following table summarizes our 50% ownership interests in investments in unconsolidated real estate ventures in Canada (the “JV Properties”) (in thousands):

 

JV Property

 

Date Real Estate Venture Became Operational

 

Carrying Value
of Investment as of
June 30, 2024

 

 

Carrying Value
of Investment as of
December 31, 2023

 

Dupont (1)(6)

 

October 2019

 

$

3,731

 

 

$

3,975

 

East York (2)(6)

 

June 2020

 

 

5,545

 

 

 

5,663

 

Brampton (2)(6)

 

November 2020

 

 

1,936

 

 

 

1,975

 

Vaughan (2)(6)

 

January 2021

 

 

2,198

 

 

 

2,297

 

Oshawa (2)(6)

 

August 2021

 

 

1,250

 

 

 

1,275

 

Scarborough (2)(5)

 

November 2021

 

 

2,312

 

 

 

2,343

 

Aurora (1)(5)

 

December 2022

 

 

2,195

 

 

 

2,481

 

Kingspoint (2)(5)

 

March 2023

 

 

3,616

 

 

 

3,947

 

Whitby (4)

 

January 2024

 

 

8,205

 

 

 

7,076

 

Markham (1)(5)

 

May 2024

 

 

2,788

 

 

 

2,064

 

Regent (3)

 

Under Development

 

 

2,666

 

 

 

2,736

 

 

 

 

 

$

36,442

 

 

$

35,832

 

 

(1)
These joint venture properties were acquired through the SSGT II Merger, which closed on June 1, 2022.
(2)
These joint venture properties were acquired through the SST IV Merger, which closed on March 17, 2021.
(3)
This property is currently leased as a single tenant industrial lease. The joint venture plans to develop this property into a self storage facility in the future.
(4)
This property was acquired on January 12, 2023 in connection with a purchase agreement assumed in the SSGT II Merger.
(5)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the SmartCentres Financings (defined below). On July 17, 2024, the Kingspoint, Scarborough, and Aurora joint ventures closed on a $46.0 million CAD term loan with Royal Bank of Canada, the proceeds of which were used to pay off the outstanding mortgages with SmartCentres for such joint ventures. The Markham property remains encumbered by a first mortgage pursuant to the SmartCentres Financings. See Note 14 – Subsequent Events of the Notes to the Consolidated Financial Statements for additional information.

30


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

(6)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan (defined below).

RBC JV Term Loan

On November 3, 2023, five of our joint ventures with SmartCentres closed on a $70 million CAD term loan (the “RBC JV Term Loan”) with Royal Bank of Canada (“RBC”) pursuant to which five of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers”). The RBC JV Term Loan is secured by first mortgages on five of the JV Properties which were previously encumbered by the SmartCentres Financings (as defined below). The maturity date of the RBC JV Term Loan is November 2, 2025, which may be requested to be extended by one additional year by the RBC Borrowers, subject to the approval of RBC in its sole and absolute discretion. Interest on the RBC JV Term Loan is a fixed annual rate of 6.21%, and payments are interest only during the term of the loan.

We and SmartCentres each serve as a full recourse guarantor with respect to 50% of the secured obligations under the RBC JV Term Loan. The RBC JV Term Loan contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default. Pursuant to the terms of the RBC JV Term Loan, a failure by either us or SmartCentres to observe any negative covenant under each of our respective (and separate) credit facilities (“Separate Credit Facilities”) would be an event of default under the RBC JV Term Loan; in addition, certain actions by either us or SmartCentres may trigger an event of default under the RBC JV Term Loan. We and SmartCentres entered into a separate Cross-Indemnity Agreement pursuant to which we and SmartCentres have each agreed to indemnify the other party with respect to any claims arising from a breach or default of the other party pursuant to the RBC JV Term Loan or the Separate Credit Facilities.

The majority of net proceeds from the RBC JV Term Loan were used to fully repay the allocated loan amounts of approximately $68.9 million CAD under the SmartCentres Financings (as defined below) for each of the five JV Properties.

As of June 30, 2024, $70.0 million CAD or approximately $51.2 million in USD, was outstanding on the RBC JV Term Loan.

SmartCentres Financings

In connection with the SST IV Merger, we, through our acquisition of the Oshawa, East York, Brampton, Vaughan, and Scarborough joint venture partnerships, also became party to a master mortgage commitment agreement (the “MMCA I”) with SmartCentres Storage Finance LP (the “SmartCentres Lender”) (the “SmartCentres Loan I”). The SmartCentres Lender is an affiliate of SmartCentres. On August 18, 2021, the Kingspoint Property was added to the MMCA I, increasing the available capacity.

On June 1, 2022, in connection with the SSGT II Merger, we assumed another loan with the SmartCentres Lender. SSGT II had previously entered into a master mortgage commitment agreement on April 30, 2021, which was subsequently modified on October 22, 2021 (the “MMCA II”), with the SmartCentres Lender in the amount of up to approximately $34.3 million CAD (the “SmartCentres Loan II”) (collectively with SmartCentres Loan I, the “SmartCentres Financings”). The borrowers under the SmartCentres Loan II are the joint venture entities in which we (SSGT II prior to June 1, 2022), and SmartCentres each hold a 50% limited partnership interest with respect to the Dupont and Aurora joint venture properties. In connection with the SmartCentres Loan II assumption, we became a recourse guarantor for 50% of the SmartCentres Financings. On September 13, 2022, the Markham Property was added to the MMCA II, increasing the available capacity.

The SmartCentres Loan I and SmartCentres Loan II have an accordion feature such that borrowings pursuant thereto may be increased up to approximately $120 million CAD each, subject to certain conditions set forth in the MMCA I and MMCA II agreements. Additionally, pursuant to the MMCA agreements, the collective borrowings between all SmartCentres Financings, and loans made by the SmartCentres Lender to our affiliates, are limited to an overall combined capacity of $120 million CAD.

The SmartCentres Financings were amended on May 13, 2024, extending the maturity date to May 11, 2026, among other changes. Monthly interest payments initially increase the outstanding principal balance. Upon a JV Property generating sufficient net cash flow, the SmartCentres Financings provide for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financings may be prepaid without penalty, subject to certain conditions set forth in the MMCA I and MMCA II.

As of June 30, 2024, approximately $63.4 million CAD or approximately $46.4 million in USD, was outstanding on the SmartCentres Financings. As of December 31, 2023, approximately $57.3 million CAD or approximately $43.3 million

31


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

USD was outstanding on the SmartCentres Financings. The proceeds of the SmartCentres Financings have been and will generally be used to finance the acquisition, development, and construction of the JV Properties.

Interest on the SmartCentres Financings is a variable annual rate equal to the aggregate of: (i) the BA Equivalent Rate, plus: (ii) a margin based on the External Credit Rating, plus (iii) a margin under the Senior Credit Facility, each as defined and described further in the MMCA I and MMCA II. As of June 30, 2024, the total interest rate was approximately 7.8%.

The SmartCentres Financings contain customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than 70% with respect to each JV Property) and events of default, all as set forth in the MMCA I and MMCA II. We serve as a full recourse guarantor with respect to 50% of the SmartCentres Financings. As of June 30, 2024, the joint ventures were in compliance with all such covenants.

On July 17, 2024, three of our joint ventures with SmartCentres closed on a $46.0 million CAD term loan with RBC pursuant to which three of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers. The RBC JV Term Loan II is secured by first mortgages on three of the JV Properties which were previously encumbered by the SmartCentres Financings. The net proceeds from such loan were used to fully repay the allocated loan amounts of approximately $46.4 million CAD or approximately $34.1 million USD under the SmartCentres Financings for each of the three JV Properties. Please see Note 14 – Subsequent Events for additional detail.

Note 5. Debt

Our debt is summarized as follows (in thousands):

Loan

 

June 30,
2024

 

 

December 31,
2023

 

 

Interest
Rate

 

 

Maturity
Date

KeyBank CMBS Loan(1)

 

$

90,150

 

 

$

91,042

 

 

 

3.89

%

 

8/1/2026

Ladera Office Loan

 

 

3,785

 

 

 

3,833

 

 

 

4.29

%

 

11/1/2026

2024 Credit Facility

 

 

536,381

 

 

 

 

 

 

7.28

%

 

2/22/2027

2027 NBC Loan (6) (7)

 

 

54,477

 

 

 

 

 

 

7.28

%

 

3/7/2027

KeyBank Florida CMBS Loan(2)

 

 

50,338

 

 

 

50,751

 

 

 

4.65

%

 

5/1/2027

2028 Canadian Term Loan (6)(8)

 

 

80,410

 

 

 

82,973

 

 

 

6.41

%

 

12/1/2028

CMBS Loan(3)

 

 

104,000

 

 

 

104,000

 

 

 

5.00

%

 

2/1/2029

SST IV CMBS Loan (4)

 

 

40,500

 

 

 

40,500

 

 

 

3.56

%

 

2/1/2030

2032 Private Placement Notes (5)

 

 

150,000

 

 

 

150,000

 

 

 

5.28

%

 

4/19/2032

Credit Facility Term Loan - USD

 

 

 

 

 

250,000

 

 

 

 

 

 

Credit Facility Revolver - USD

 

 

 

 

 

318,688

 

 

 

 

 

 

Discount on secured debt, net

 

 

 

 

 

(80

)

 

 

 

 

 

Debt issuance costs, net

 

 

(3,427

)

 

 

(4,306

)

 

 

 

 

 

Total debt

 

$

1,106,614

 

 

$

1,087,401

 

 

 

 

 

 

 

(1)
This fixed rate loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II) with monthly interest only payments until September 2021, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(2)
This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(3)
This fixed rate, interest only loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, and Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts.

32


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

(4)
On March 17, 2021, in connection with the SST IV Merger, we assumed a $40.5 million fixed rate CMBS financing with KeyBank as the initial lender pursuant to a mortgage loan (the “SST IV CMBS Loan”). This fixed rate loan encumbers seven properties owned by us (Jensen Beach, Texas City, Riverside, Las Vegas IV, Puyallup, Las Vegas V, and Plant City). The separate assets of these encumbered properties are not available to pay our other debt. The loan has a maturity date of February 1, 2030. Monthly payments due under the loan agreement (the “SST IV CMBS Loan Agreement”) are interest only, with the full principal amount becoming due and payable on the maturity date.
(5)
As of March 31, 2023, a Total Leverage Ratio Event (as defined below) had occurred, and the interest rate on such Note increased to 5.28% prospectively. For additional information regarding this loan, see 2032 Private Placement Notes below.
(6)
The amounts shown above are in USD based on the foreign exchange rate in effect as of the date presented.
(7)
This loan incurs interest at an all in rate of CORRA (as defined further below under the section entitled "2027 NBC Loan"), plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%. The effective interest rate on this loan is 6.42% when factoring the effects of a CORRA Swap which we entered into with the National Bank of Canada for the initial term of the loan. The Dufferin, Oakville II, Burlington II, Iroquois Shore Rd, and Stoney Creek I properties are encumbered by this loan. See Note 7 – Derivative Instruments for additional information.
(8)
On November 16, 2023, we, through eight of our wholly-owned Canadian subsidiaries entered into a term loan (the "2028 Canadian Term Loan") with affiliates of QuadReal Finance LP, receiving net proceeds of $110.0 million CAD on such date. The 2028 Canadian Term Loan is secured by eight Canadian properties, has a maturity date of December 1, 2028, and carries a fixed interest rate for the term of the loan of 6.41%. The first two years of the Canadian Term Loan are interest only, after which it requires monthly amortizing payments based on a 25-year amortization schedule.

The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of June 30, 2024 was approximately 6.2%. We are subject to certain restrictive covenants, as amended, relating to the outstanding debt, and as of June 30, 2024, we were in compliance with all such covenants.

2024 Credit Facility

On February 22, 2024, we through our Operating Partnership (the “Borrower”), entered into an amended and restated revolving credit facility with KeyBank, National Association, as administrative agent and collateral agent, certain others listed as joint book runners, joint lead arrangers, syndication agents and documentation agents, and certain other lenders party thereto, (the "2024 Credit Facility"). The 2024 Credit Facility replaces the Credit Facility (defined below) the Company entered into on March 17, 2021, and has a maturity date of February 22, 2027.

The aggregate commitment of the 2024 Credit Facility is $650 million. The Borrower has the right to request to increase the commitment amount available under the 2024 Credit Facility by an additional $850 million, for a total potential maximum aggregate amount of $1.5 billion, subject to certain conditions. The 2024 Credit Facility also includes sublimits of (a) up to $25 million for letters of credit and (b) up to $25 million for swingline loans; each of these sublimits are part of, and not in addition to, the amounts available under the 2024 Credit Facility. Borrowings under the 2024 Credit Facility may be in either U.S. dollars or Canadian dollars. Upon the closing of the 2024 Credit Facility, we immediately drew down an aggregate amount of $576 million, which was used primarily to pay off the amounts outstanding under the Credit Facility.

The maturity date of the 2024 Credit Facility is February 22, 2027, subject to a one-year extension option, subject to the payment of an extension fee of 0.20% on the aggregate amount of the then-outstanding revolving commitments for such extension, and it may be prepaid or terminated at any time without penalty; provided, however, that the lenders shall be indemnified for certain breakage costs.

Amounts borrowed under the 2024 Credit Facility bear interest based on the type of borrowing (either Base Rate Loans, Daily Simple SOFR Loans, Term SOFR Loans or CORRA Loans, each as defined in the 2024 Credit Facility). Base Rate Loans bear interest at the lesser of (x) the Base Rate (as defined in the 2024 Credit Facility) plus the applicable rate, or (y) the maximum rate. Daily Simple SOFR Loans bear interest at the lesser of (a) Adjusted Daily Simple SOFR (as defined in the 2024 Credit Facility) plus the applicable rate, or (b) the maximum rate. Term SOFR Loans bear interest at the lesser of (a) Term SOFR (as defined in the 2024 Credit Facility) for the interest period in effect plus the applicable rate, or (b) the

33


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

maximum rate. CORRA Loans bear interest at the lesser of (a) Adjusted Daily Simple CORRA (as defined in the 2024 Credit Facility) plus the applicable rate, or (b) the maximum rate. The corresponding applicable rate varies between (i) prior to a Security Interest Termination Event (defined below), 165 basis points to 230 basis points for Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans and between 65 basis points and 130 basis points for Base Rate Loans, in each case of this clause (i), depending on the consolidated leverage ratio of the Company and (ii) following a Security Interest Termination Event, 140 basis points to 225 basis points for Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans and between 40 basis points and 125 basis points for Base Rate Loans, in each case of this clause (ii), depending on the consolidated capitalization rate leverage ratio of the Company. Initial advances under the 2024 Credit Facility are Daily Simple SOFR Loans that bear interest at 175 basis points over Adjusted Daily Simple SOFR. The 2024 Credit Facility is also subject to an annual unused fee based upon the average amount of the unused portion of the 2024 Credit Facility, which varies from 15 bps to 25 bps, depending on the size of the unused amount, as well as whether a Security Interest Termination Event has occurred.

As of June 30, 2024, borrowings under the 2024 Credit Facility only bore interest based on Daily Simple SOFR. The rate spread above Daily Simple SOFR at which the 2024 Credit Facility incurs interest is subject to increase based on the consolidated leverage ratio. There are five leverage tiers under the 2024 Credit Facility, with the highest tier limited to a maximum leverage of 60% and a maximum spread of 230 basis points on the 2024 Credit Facility. During the three months ended June 30, 2024, our consolidated leverage ratio was within the second leverage tier, and this loan incurred interest at daily simple SOFR plus a spread of 1.85% and the SOFR Index Adjustment of 0.10%.

The 2024 Credit Facility is fully recourse, jointly and severally, to us, the Borrower, and certain of our subsidiaries (the “Subsidiary Guarantors”). In connection with the 2024 Credit Facility, we, the Borrower and the Subsidiary Guarantors executed guarantees in favor of the lenders. It is an event of default under the 2024 Credit Facility if (a) there is a payment default by us, the Borrower or any Subsidiary Guarantor under any recourse debt for borrowed money, (b) there is a payment default by us or any of its subsidiaries under any non-recourse debt of at least $75 million or (c) prior to a Security Interest Termination Event, an event of default occurs under the 2032 Private Placement Notes.

The 2024 Credit Facility is initially secured by a pledge of equity interests in the Subsidiary Guarantors. However, upon the achievement of certain security interest termination conditions, the pledges shall be released and the 2024 Credit Facility shall become unsecured (the “Security Interest Termination Event”). The Security Interest Termination Event occurs at the Borrower’s election, once the Borrower satisfies all of the following security interest termination conditions: (i) a fixed charge coverage ratio of no less than 1.50:1.00; (ii) an unsecured interest coverage ratio of not less than 2.00:1.00; (iii) a consolidated capitalization rate leverage ratio of not greater than 60%; and (iv) a secured debt ratio of no greater than 40%. Following the occurrence of the Security Interest Termination Event, certain terms and conditions of the 2024 Credit Facility are modified, including, but not limited to: (i) in certain circumstances, a reduction in the applicable rate under the 2024 Credit Facility, (ii) the modification or addition of certain financial covenants, (iii) the addition of a floor of at least $25 million for any cross-defaulted recourse debt of us, Borrower or any Subsidiary Guarantor, and (iv) in certain circumstances, a reduction in the annual unused fee for the 2024 Credit Facility. The outstanding 2032 Private Placement Notes previously issued by us remain pari passu with the 2024 Credit Facility.

The 2024 Credit Facility contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. In particular, the financial covenants imposed on us include: a maximum leverage ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, certain limits on both secured debt and secured recourse debt, certain payout ratios of dividends paid to adjusted funds from operations, limits on unhedged variable rate debt, and minimum liquidity. If an event of default occurs and continues, the Borrower is subject to certain actions by the administrative agent, including, without limitation, the acceleration of repayment of all amounts outstanding under the 2024 Credit Facility.

During the three months ended June 30, 2024 we borrowed an additional $15.5 million in order to fund our acquisition of the Colorado Springs II Property and fund other general corporate purposes.

As of June 30, 2024, 90 of our wholly-owned properties were encumbered by the 2024 Credit Facility, and we had borrowed approximately $536.4 million of the $650 million maximum potential current commitment of the 2024 Credit Facility. The availability of the Credit Facility is subject to certain calculations, including a debt service coverage ratio (“DSCR”) calculation which utilizes prevailing treasury rates within the calculation. As of June 30, 2024, based on the aforementioned and other borrowing base calculations, we had the ability to draw up to an additional approximately $61.7 million on the current capacity of the revolver.

34


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

2027 NBC Loan

On March 7, 2024, we, through five of our wholly-owned Canadian subsidiaries (the “2027 NBC Loan Borrowers”), entered into a loan with National Bank of Canada (“NBC”) as administrative agent, National Bank Financial as lead arranger and sole bookrunner, and certain other lenders party thereto (the “2027 NBC Loan”). On such date, we drew the maximum aggregate borrowing of $75 million CAD pursuant to the 2027 NBC Loan. This loan is secured by the five properties owned by the 2027 NBC Loan Borrowers (the “Secured NBC Properties”).

Previously, four of the Secured NBC Properties were included in the borrowing base of the 2024 Credit Facility, and the other property was previously unencumbered. The net proceeds from the 2027 NBC Loan were used to pay down the 2024 Credit Facility by approximately $55.1 million USD, and accordingly, the respective four properties were released as collateral from the 2024 Credit Facility.

The 2027 NBC Loan has a maturity date of March 7, 2027, which may be extended for additional one-year periods in the discretion of the lenders. The 2027 NBC Loan carries a variable interest rate based on either the Canadian Overnight Repo Rate Average (“CORRA”) or the Canadian Prime Rate. As of June 30, 2024, borrowings under the 2027 NBC Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%.

On March 12, 2024, we entered into an interest rate swap agreement based on CORRA with NBC whereby, inclusive of the swap we fixed the interest rate on the NBC loan at 6.42% for the initial three year term of the loan. The 2027 NBC Loan requires monthly amortizing principal and interest payments, which are based on a 25-year amortization schedule. The 2027 NBC Loan may be prepaid, in whole or in part, at any time upon prior written notice to the lenders, subject to interest rate swap breakage costs. SmartStop and the 2027 NBC Loan Borrowers provided an indemnity in favor of NBC and the lenders for certain environmental matters. SmartStop serves as a non-recourse guarantor, and each borrower provided a limited recourse guaranty up to the amount of the collateral pledged by it, under the 2027 NBC Loan.

2032 Private Placement Notes

On April 19, 2022, we as guarantor, and our Operating Partnership as issuer, entered into a note purchase agreement (the “Note Purchase Agreement”) which provides for the private placement of $150 million of 4.53% Senior Notes due April 19, 2032 (the “2032 Private Placement Notes”). The sale and purchase of the 2032 Private Placement Notes occurred in two closings, with the first of such closings having occurred on April 19, 2022 with $75 million aggregate principal amount of the 2032 Private Placement Notes having been issued on such date (the “First Closing”) and the second of such closings having occurred on May 25, 2022 with $75 million aggregate principal amount of the 2032 Private Placement Notes having been issued on such date (the “Second Closing”). Interest on each series of the 2032 Private Placement Notes is payable semiannually on the nineteenth day of April and October in each year.

Interest payable on the Notes was originally subject to a prospective 75 basis points increase, if, as of March 31, 2023, the ratio of total indebtedness to EBITDA (the “Total Leverage Ratio”) of the Company and its subsidiaries, on a consolidated basis, was greater than 7.00 to 1.00 (a “Total Leverage Ratio Event”).

As of March 31, 2023, such Total Leverage Ratio Event occurred, and our 2032 Private Placement Notes began accruing interest at a rate of 5.28%. The interest accruing on the 2032 Private Placement Notes will continue to accrue at 5.28% until such time as the Total Leverage Ratio is less than or equal to 7.00 to 1.00 for two consecutive fiscal quarters, upon such achievement, the applicable fixed interest rate will revert to 4.53% and remain at that interest rate through maturity, regardless of our future Total Leverage Ratio.

We are permitted to prepay at any time all, or from time to time, any part of the Notes in amounts not less than 5% of the 2032 Private Placement Notes then outstanding at (i) 100% of the principal amount so prepaid and (ii) the make-whole amount (as defined in the Note Purchase Agreement). The “Make-Whole Amount” is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the 2032 Private Placement Notes being prepaid over the amount of such 2032 Private Placement Notes. In addition, in connection with a change of control (as defined in the Note Purchase Agreement), the Operating Partnership is required to offer to prepay the 2032 Private Placement Notes at 100% of the principal amount plus accrued and unpaid interest thereon, but without the Make Whole Amount or any other prepayment premium or penalty of any kind. The Company must also maintain a debt rating of the 2032 Private Placement Notes by a rating agency.

35


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The Note Purchase Agreement contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default that were substantially similar to the previously existing Credit Facility (defined below). The 2032 Private Placement Notes were issued on a pari passu basis with the previously existing Credit Facility, and are pari passu with the 2024 Credit Facility. As such, the Company and certain of its subsidiaries (the “Subsidiary Guarantors”) fully and unconditionally guarantee the Operating Partnership’s obligations under the 2032 Private Placement Notes. The 2032 Private Placement Notes were initially secured by a pledge of equity interests in the Subsidiary Guarantors on similar terms as the previously existing Credit Facility.

On April 26, 2024, we amended the Note Purchase Agreement dated April 19, 2022 (the “NPA Amendment”). The primary purpose of the NPA Amendment was to make certain conforming changes between the Note Purchase Agreement and our recently amended and restated revolving credit facility, the 2024 Credit Facility. In particular, the NPA Amendment conformed certain of the definitions related to the financial tests that we are required to maintain, as well as certain of the property pool covenants we are required to satisfy, in the Note Purchase Agreement during the term thereof to those in the 2024 Credit Facility.

Credit Facility

On March 17, 2021, we, through our Operating Partnership (the “Borrower”), entered into a credit facility with KeyBank, National Association, as administrative agent, KeyBanc Capital Markets, Inc., Wells Fargo Securities, Citibank, N.A., and BMO Capital Markets, Corp., as joint book runners and joint lead arrangers, and certain other lenders party thereto (the “Credit Facility”).

The initial aggregate amount of the Credit Facility was $500 million, which consisted of a $250 million revolving credit facility (the “Credit Facility Revolver”) and a $250 million term loan (the “Credit Facility Term Loan”).

On October 7, 2021, the Borrower and lenders who were party to the Credit Facility amended the Credit Facility to increase the commitment on the Credit Facility by $200 million. In connection with the increased commitment, additional lenders were added to the Credit Facility. As a result of this amendment, the aggregate commitment on the Credit Facility was $700 million.

The Credit Facility was repaid in full on February 22, 2024 in connection with the establishment of the 2024 Credit Facility.

The following table presents the future principal payments required on outstanding debt as of June 30, 2024 (in thousands):

 

2024

 

$

1,825

 

2025

 

 

3,935

 

2026

 

 

94,304

 

2027

 

 

637,979

 

2028

 

 

77,498

 

2029 and thereafter

 

 

294,500

 

Total payments

 

 

1,110,041

 

Debt issuance costs, net

 

 

(3,427

)

Total

 

$

1,106,614

 

 

 

36


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

Note 6. Preferred Equity

Series A Convertible Preferred Stock

On October 29, 2019 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase up to $200 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), in one or more closings (each, a “Closing,” and collectively, the “Closings”). The initial closing (the “Initial Closing”) in the amount of $150 million occurred on the Commitment Date, and the second and final closing in the amount of $50 million occurred on October 26, 2020. We incurred approximately $3.6 million in issuance costs related to the Series A Convertible Preferred Stock, which were recorded as a reduction to Series A Convertible Preferred stock on our consolidated balance sheets.

The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing (October 29, 2024), the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is redeemed or repurchased in full. The dividends are payable in arrears for the prior calendar quarter on or before the 15th day of March, June, September and December of each year.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) aggregate purchase price of all outstanding Preferred Shares, plus any accrued and unpaid dividends (the “Liquidation Amount”) and (ii) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such liquidation.

Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series A Convertible Preferred Stock for cash at any time following the fifth anniversary of the Initial Closing. The amount of such redemption will be equal to the Liquidation Amount. Upon the listing of our common stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had such Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to the Listing, and then all of such Preferred Shares were sold in the Listing, or (ii) the Liquidation Amount, plus a premium amount (the “Premium Amount”) of 10%, 8%, 6%, 4%, or 2% if redeemed prior to the first, second, third, fourth, or fifth anniversary dates of issuance, respectively, or 0% if redeemed thereafter, as set forth in the Articles Supplementary. Upon a change of control event, we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such change of control or (ii) the Liquidation Amount, plus the Premium Amount, as set forth in the Articles Supplementary. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series A Convertible Preferred Stock have the right to require us to repurchase the Series A Convertible Preferred Stock at an amount equal to the Liquidation Amount with no Premium Amount.

Subject to our redemption rights in the event of a listing or change of control described above, upon the earlier to occur of (i) the second anniversary of the Initial Closing or (ii) 180 days after a Listing, the holders of Series A Convertible Preferred Stock have the right to convert any or all of the Series A Convertible Preferred Stock held by such holders into common stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount by the conversion price. The conversion price is $10.66, as may be adjusted in connection with stock splits, stock dividends and other similar transactions.

The holders of Series A Convertible Preferred Stock are not entitled to vote on any matter submitted to a vote of our stockholders, except that in the event that the dividend for the Series A Convertible Preferred Stock has not been paid for at least four quarters (whether or not consecutive), the holders of Series A Convertible Preferred Stock have the right to vote

37


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

together with our stockholders on any matter submitted to a vote of our stockholders, upon which the holders of the Series A Convertible Preferred Stock and holders of common stock shall vote together as a single class. The number of votes applicable to a share of Series A Convertible Preferred Stock will be equal to the number of shares of common stock a share of Series A Convertible Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote. This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) our real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with our Executive Chairman as of the Commitment Date, or his affiliates, (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related and (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of our revenues for our last fiscal year.

In connection with the issuance of the Series A Convertible Preferred Stock, we and the Investor also entered into an investors’ rights agreement (the “Investors’ Rights Agreement”) which provides the Investor with certain customary protections, including demand registration rights and “piggyback” registration rights with respect to our common stock issued to the Investor upon conversion of the Preferred Shares.

As of June 30, 2024, there were 200,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $203.1 million, which consists of $150 million from the Initial Closing, $50 million from a closing on October 26, 2020 and approximately $3.1 million of accumulated and unpaid distributions. As of December 31, 2023, there were 200,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $203.2 million, which consists of $150 million from the Initial Closing, $50 million from a closing on October 26, 2020 and approximately $3.2 million of accumulated and unpaid distributions.

Note 7. Derivative Instruments

Interest Rate Derivatives

Our objectives in using interest rate derivatives are to add stability to our earnings (losses) and to manage our exposure to interest rate movements. To accomplish this objective, we have used interest rate swaps and caps as part of our interest rate risk management strategy.

For interest rate derivatives designated and qualified as a hedge for GAAP purposes, the change in the fair value of the effective portion of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to such derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. In addition, we classify cash flows from qualifying cash flow hedging relationships in the same category as the cash flows from the hedged items in our consolidated statements of cash flows. We do not use interest rate derivatives for trading or speculative purposes.

Interest rate derivatives not designated as hedges for GAAP are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in other income (expense) within our consolidated statements of operations.

Foreign Currency Hedges

Our objectives in using foreign currency derivatives are to add stability to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar and to manage our exposure to exchange rate movements. To accomplish this objective, we have used foreign currency forwards and foreign currency options as part of our exchange rate risk management strategy. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into the forward contract and holding it to maturity, we are locked into a future currency exchange rate in an amount equal to and for the term of the forward contract. A foreign currency option contract is a commitment by the seller of the option to deliver, solely at the option of the buyer, a certain amount of currency at a certain price on a specific date.

38


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

For derivatives designated as net investment hedges for GAAP purposes, the changes in the fair value of the derivatives are reported in accumulated other comprehensive income. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The change in the value of the designated portion of our settled and unsettled foreign currency hedges is recorded net in foreign currency hedge contract gain (loss) in our consolidated statements of comprehensive income (loss) in the related period.

The change in the value of the portion of our settled and unsettled foreign currency hedges that are not designated for hedge accounting for GAAP is recorded in other income (expense) within our consolidated statements of operations and represented a gain of approximately $0.4 million and a loss of approximately $2.8 million for the three months ended June 30, 2024 and 2023, respectively, and a gain of approximately $1.7 million and a loss of approximately $3.2 million for the six months ended June 30, 2024 and 2023, respectively

On April 12, 2021, we entered into an approximately $125.9 million CAD currency forward with a settlement date of April 12, 2023. On April 12, 2023, we settled this foreign currency forward and received approximately USD $6.4 million, and simultaneously entered into a new approximately $134.4 million CAD currency forward with a maturity date of July 6, 2023. On July 5, 2023, we settled this foreign currency forward and paid approximately USD $1.2 million, and simultaneously entered into a new approximately $132.4 million CAD currency forward with a settlement date of April 12, 2024. On April 12, 2024, we settled this hedge and we received approximately USD $3.5 million. We simultaneously entered into a new foreign currency hedge with a notional amount of $136,476,000 CAD at a strike rate of 1.3648 which matures on April 11, 2025.

On October 12, 2022, we entered into a new $137.7 million CAD currency forward with a settlement date of October 12, 2023. On October 11, 2023, we rolled this hedge without any cash settlement, extending the maturity date to November 9, 2023 at a strike rate of 1.3766, and notional of $137,664,000 CAD. On November 9, 2023, we rolled this hedge without any cash settlement, extending the maturity date to November 16, 2023 at a strike rate of 1.3767, and notional of $137,669,000 CAD. On November 16, 2023, this hedge matured, and without any cash settlement, we simultaneously entered into a new $30.0 million CAD currency forward with a maturity date of January 16, 2024, and a strike rate of 1.3782. On January 16, 2024 we rolled this hedge without any cash settlement, effectively extending the maturity date to February 15, 2024 at a strike rate of 1.3781. Additionally, on February 16, 2024 we further rolled this hedge without any cash settlement at a strike rate of 1.3781. This hedge ultimately matured on March 7, 2024 whereby we owed and paid approximately $0.5 million at settlement.

In connection with the 2027 NBC Loan borrowing, on March 12, 2024, we entered into a CORRA Swap with NBC with an initial notional amount of CAD $75,000,000 at a rate of 3.926% for the initial duration of the 2027 NBC Loan, maturing on March 7, 2027. The amortization of this swap corresponds with the amortizing principal payments on the related loan.

On May 1, 2024, to hedge our exposure to potentially rising interest rates, we entered into three SOFR interest rate caps for a total of approximately $8.2 million. We deferred payment for these SOFR interest rate caps, and are recording these interest rate caps net of such deferred payment liability on our balance sheet.

The following table summarizes the terms of our derivative financial instruments as of June 30, 2024 (in thousands):

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap (1)

 

$

100,000

 

 

 

1.50

%

 

May 1, 2024

 

May 1, 2025

SOFR Cap (1)

 

$

100,000

 

 

 

2.00

%

 

July 1, 2024

 

July 1, 2025

SOFR Cap (2)

 

$

200,000

 

 

 

5.50

%

 

December 2, 2024

 

December 1, 2026

CORRA Swap (3)

 

$

74,524

 

 

 

3.93

%

 

March 12, 2024

 

March 7, 2027

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (3)

 

$

136,746

 

 

 

1.3648

 

 

April 12, 2024

 

April 11, 2025

 

39


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

(1)
We deferred payment on this SOFR cap until its maturity.
(2)
We deferred payment on this SOFR cap until January 2, 2025, at which point, monthly payments will become due on the first of each month until the date of its maturity.
(3)
Notional amounts shown are denominated in CAD.


 

The following table summarizes the terms of our derivative financial instruments as of December 31, 2023 (in thousands):

 

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

125,000

 

 

 

2.00

%

 

June 1, 2022

 

June 28, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (1)

 

$

132,350

 

 

 

1.3273

 

 

July 5, 2023

 

April 12, 2024

Denominated in CAD (1)

 

$

30,000

 

 

 

1.3782

 

 

November 16, 2023

 

January 16, 2024

(1)
Notional amount shown is denominated in CAD.

The following table presents a gross presentation of the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

Asset/Liability Derivatives

 

 

 

Fair Value

 

Balance Sheet Location

 

June 30,
2024

 

 

December 31,
2023

 

Interest Rate Derivatives

 

 

 

 

 

 

Other assets

 

$

1,023

 

 

$

3,485

 

Accounts payable and accrued liabilities (1)

 

$

1,527

 

 

$

 

Foreign Currency Hedges

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

355

 

 

$

985

 

 

(1) Included herein is the value of certain SOFR interest rate caps, net of approximately $8.2 million in deferred payments, as well as the fair value of our CORRA swap.

 

The following tables presents the effect of our derivative financial instruments designated for hedge accounting on our consolidated statements of operations for the periods presented (in thousands):

 

 

 

Gain (loss) recognized in OCI
for the three months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the three months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

12

 

 

$

 

 

Interest expense

 

$

143

 

 

$

5

 

Interest Rate Caps

 

167

 

 

 

1,897

 

 

Interest expense

 

 

844

 

 

 

1,342

 

Foreign Currency Forwards

 

504

 

 

 

(962

)

 

N/A

 

 

 

 

 

 

 

$

683

 

 

$

935

 

 

 

 

$

987

 

 

$

1,347

 

 

40


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

Gain (loss) recognized in OCI
for the six months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the six months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

(48

)

 

$

 

 

Interest expense

 

$

184

 

 

$

51

 

Interest Rate Caps

 

635

 

 

 

1,371

 

 

Interest expense

 

 

1,717

 

 

 

2,263

 

Foreign Currency Forwards

 

1,860

 

 

 

(1,054

)

 

N/A

 

 

 

 

 

 

 

$

2,447

 

 

$

317

 

 

 

 

$

1,901

 

 

$

2,314

 

 

Based on the forward rates in effect as of June 30, 2024, we estimate that approximately $0.1 million related to

our qualifying cash flow hedges will be reclassified to reduce interest expense during the next 12 months.

 

 

Note 8. Income Taxes

As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. However, certain of our consolidated subsidiaries are taxable REIT subsidiaries, which are subject to federal, state and foreign income taxes. We have filed an election to treat our primary TRS as a taxable REIT subsidiary effective January 1, 2014. In general, our TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in non-real estate related business. The TRS is subject to corporate U.S. federal and state income tax. Additionally, we own and operate a number of self storage properties located throughout Canada, the income of which is generally subject to income taxes under the laws of Canada.

41


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The following is a summary of our income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 (in thousands):


 

 

 

For the three months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

9

 

 

$

184

 

 

$

193

 

Deferred

 

 

56

 

 

 

1

 

 

 

97

 

 

 

154

 

Total income tax expense (benefit)

 

$

56

 

 

$

10

 

 

$

281

 

 

$

347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

41

 

 

$

8

 

 

$

122

 

 

$

171

 

Deferred

 

 

(3

)

 

 

(1

)

 

 

(301

)

 

 

(305

)

Total income tax expense (benefit)

 

$

38

 

 

$

7

 

 

$

(179

)

 

$

(134

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

18

 

 

$

299

 

 

$

317

 

Deferred

 

 

125

 

 

 

3

 

 

 

244

 

 

 

372

 

Total income tax expense (benefit)

 

$

125

 

 

$

21

 

 

$

543

 

 

$

689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

93

 

 

$

18

 

 

$

217

 

 

$

328

 

Deferred

 

 

(5

)

 

 

(1

)

 

 

(179

)

 

 

(185

)

Total income tax expense (benefit)

 

$

88

 

 

$

17

 

 

$

38

 

 

$

143

 

 

42


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The major sources of temporary differences that give rise to the deferred tax effects are shown below (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible contract assets

 

$

(12

)

 

$

(18

)

Canadian real estate

 

 

(9,583

)

 

 

(9,887

)

Total deferred tax liability

 

 

(9,595

)

 

 

(9,905

)

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Solar related tax assets

 

 

1,641

 

 

 

1,267

 

Canadian real estate and non-capital losses

 

 

7,494

 

 

 

7,561

 

Total deferred tax assets

 

 

9,135

 

 

 

8,828

 

 

 

 

 

 

 

Valuation allowance

 

 

(1,056

)

 

 

(667

)

 

 

 

 

 

 

Net deferred tax liabilities

 

$

(1,516

)

 

$

(1,744

)

 

The Canadian non-capital losses expire between 2032 and 2043. As of June 30, 2024 and December 31, 2023, the Company had Canadian non-capital loss carry forwards of approximately $23.4 million and $24.9 million, respectively. As of June 30, 2024 and December 31, 2023, we had a valuation allowance of approximately $1.1 million and $0.7 million, respectively, related to non-capital loss carry-forwards at certain of our Canadian properties.

 

Note 9. Segment Disclosures

We operate in two reportable business segments: (i) self storage operations and (ii) our Managed REIT Platform business.

Management evaluates performance based upon property net operating income (“NOI”). For our self storage operations, NOI is defined as leasing and related revenues, less property level operating expenses. NOI for the Company’s Managed REIT Platform business represents Managed REIT Platform revenues less Managed REIT Platform expenses.

43


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The following tables summarize information for the reportable segments for the periods presented (in thousands):

 

 

 

Three Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

52,660

 

 

$

 

 

$

 

 

$

52,660

 

Ancillary operating revenue

 

 

2,324

 

 

 

 

 

 

 

 

 

2,324

 

Managed REIT Platform revenue

 

 

 

 

 

2,670

 

 

 

 

 

 

2,670

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

Total revenues

 

 

54,984

 

 

 

4,179

 

 

 

 

 

 

59,163

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

17,695

 

 

 

 

 

 

 

 

 

17,695

 

Managed REIT Platform expense

 

 

 

 

 

648

 

 

 

 

 

 

648

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

General and administrative

 

 

 

 

 

 

 

 

7,813

 

 

 

7,813

 

Depreciation

 

 

13,402

 

 

 

 

 

 

234

 

 

 

13,636

 

Intangible amortization expense

 

 

124

 

 

 

49

 

 

 

 

 

 

173

 

Acquisition expenses

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Total operating expenses

 

 

31,233

 

 

 

2,206

 

 

 

8,047

 

 

 

41,486

 

Income (loss) from operations

 

 

23,751

 

 

 

1,973

 

 

 

(8,047

)

 

 

17,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(359

)

 

 

(359

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(257

)

 

 

 

 

 

(257

)

Other, net

 

 

(760

)

 

 

406

 

 

 

229

 

 

 

(125

)

Interest expense

 

 

(17,253

)

 

 

 

 

 

(41

)

 

 

(17,294

)

Income tax (expense) benefit

 

 

(251

)

 

 

(81

)

 

 

(15

)

 

 

(347

)

Net income (loss)

 

$

5,487

 

 

$

2,041

 

 

$

(8,233

)

 

$

(705

)

 

 

 

Three Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

51,678

 

 

$

 

 

$

 

 

$

51,678

 

Ancillary operating revenue

 

 

2,180

 

 

 

 

 

 

 

 

 

2,180

 

Managed REIT Platform revenue

 

 

 

 

 

4,320

 

 

 

 

 

 

4,320

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

Total revenues

 

 

53,858

 

 

 

5,732

 

 

 

 

 

 

59,590

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

16,483

 

 

 

 

 

 

 

 

 

16,483

 

Managed REIT Platform expense

 

 

 

 

 

681

 

 

 

 

 

 

681

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

General and administrative

 

 

 

 

 

 

 

 

7,182

 

 

 

7,182

 

Depreciation

 

 

13,143

 

 

 

 

 

 

233

 

 

 

13,376

 

Intangible amortization expense

 

 

1,787

 

 

 

49

 

 

 

 

 

 

1,836

 

Acquisition expenses

 

 

11

 

 

 

 

 

 

 

 

 

11

 

Total operating expenses

 

 

31,424

 

 

 

2,142

 

 

 

7,415

 

 

 

40,981

 

Income (loss) from operations

 

 

22,434

 

 

 

3,590

 

 

 

(7,415

)

 

 

18,609

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(536

)

 

 

(536

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(216

)

 

 

 

 

 

(216

)

Other, net

 

 

505

 

 

 

696

 

 

 

(8

)

 

 

1,193

 

Interest expense

 

 

(14,863

)

 

 

 

 

 

(42

)

 

 

(14,905

)

Income tax (expense) benefit

 

 

(188

)

 

 

(44

)

 

 

366

 

 

 

134

 

Net income (loss)

 

$

7,888

 

 

$

4,026

 

 

$

(7,635

)

 

$

4,279

 

 

 

 

 

44


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

 

Six Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

103,129

 

 

$

 

 

$

 

 

$

103,129

 

Ancillary operating revenue

 

 

4,516

 

 

 

 

 

 

 

 

 

4,516

 

Managed REIT Platform revenue

 

 

 

 

 

5,405

 

 

 

 

 

 

5,405

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

Total revenues

 

 

107,645

 

 

 

8,560

 

 

 

 

 

 

116,205

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

35,085

 

 

 

 

 

 

 

 

 

35,085

 

Managed REIT Platform expense

 

 

 

 

 

1,500

 

 

 

 

 

 

1,500

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

General and administrative

 

 

 

 

 

 

 

 

15,240

 

 

 

15,240

 

Depreciation

 

 

26,756

 

 

 

 

 

 

465

 

 

 

27,221

 

Intangible amortization expense

 

 

148

 

 

 

97

 

 

 

 

 

 

245

 

Acquisition expenses

 

 

82

 

 

 

 

 

 

 

 

 

82

 

Total operating expenses

 

 

62,071

 

 

 

4,752

 

 

 

15,705

 

 

 

82,528

 

Income (loss) from operations

 

 

45,574

 

 

 

3,808

 

 

 

(15,705

)

 

 

33,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(688

)

 

 

(688

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(709

)

 

 

 

 

 

(709

)

Other, net

 

 

(772

)

 

 

1,209

 

 

 

(53

)

 

 

384

 

Interest expense

 

 

(33,765

)

 

 

 

 

 

(83

)

 

 

(33,848

)

Loss on debt extinguishment

 

 

(471

)

 

 

 

 

 

 

 

 

(471

)

Income tax (expense) benefit

 

 

(530

)

 

 

(135

)

 

 

(24

)

 

 

(689

)

Net income (loss)

 

$

10,036

 

 

$

4,173

 

 

$

(16,553

)

 

$

(2,344

)

 

 

 

Six Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

102,955

 

 

$

 

 

$

 

 

$

102,955

 

Ancillary operating revenue

 

 

4,371

 

 

 

 

 

 

 

 

 

4,371

 

Managed REIT Platform revenue

 

 

 

 

 

6,597

 

 

 

 

 

 

6,597

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

Total revenues

 

 

107,326

 

 

 

9,400

 

 

 

 

 

 

116,726

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

33,016

 

 

 

 

 

 

 

 

 

33,016

 

Managed REIT Platform expense

 

 

 

 

 

1,231

 

 

 

 

 

 

1,231

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

General and administrative

 

 

 

 

 

 

 

 

13,719

 

 

 

13,719

 

Depreciation

 

 

26,229

 

 

 

 

 

 

419

 

 

 

26,648

 

Intangible amortization expense

 

 

3,658

 

 

 

98

 

 

 

 

 

 

3,756

 

Acquisition expenses

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Total operating expenses

 

 

62,945

 

 

 

4,132

 

 

 

14,138

 

 

 

81,215

 

Income (loss) from operations

 

 

44,381

 

 

 

5,268

 

 

 

(14,138

)

 

 

35,511

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(941

)

 

 

(941

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(450

)

 

 

 

 

 

(450

)

Other, net

 

 

221

 

 

 

1,839

 

 

 

(117

)

 

 

1,943

 

Interest expense

 

 

(29,524

)

 

 

 

 

 

(84

)

 

 

(29,608

)

Income tax (expense) benefit

 

 

(290

)

 

 

(86

)

 

 

233

 

 

 

(143

)

Net income (loss)

 

$

14,788

 

 

$

6,571

 

 

$

(15,047

)

 

$

6,312

 

 

45


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The following table summarizes our total assets by segment (in thousands):

 

Segments

 

June 30, 2024

 

 

December 31, 2023

 

Self Storage(1)

 

$

1,782,428

 

 

$

1,798,511

 

Managed REIT Platform(2)

 

 

46,420

 

 

 

41,761

 

Corporate and Other

 

 

48,737

 

 

 

55,369

 

Total assets(3)

 

$

1,877,585

 

 

$

1,895,641

 

 

(1) Included in the assets of the Self Storage segment as of June 30, 2024 and December 31, 2023 was approximately $52.2 million of goodwill. Additionally, as of June 30, 2024 and December 31, 2023, there were no accumulated impairment charges to goodwill within the Self Storage segment.

 

(2) Included in the assets of the Managed REIT Platform segment as of June 30, 2024 and December 31, 2023 was approximately $1.4 million of goodwill. Such goodwill is net of accumulated impairment charges in the Managed REIT Platform segment of approximately $24.7 million, which relates to the impairment charge recorded during the quarter ended March 31, 2020.

 

(3) Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.

 

 

As of June 30, 2024 and December 31, 2023, approximately $166.2 million and $174 million, respectively, of our assets in the self storage segment related to our operations in Canada. For the three and six months ended June 30, 2024, approximately $5.7 million and $11.1 million, respectively, of our revenues in the self storage segment related to our operations in Canada. For the three and six months ended June 30, 2023, approximately $5.6 million and $10.9 million, respectively, of our revenues in the self storage segment related to our operations in Canada. Substantially all of our operations related to the management fees we generate through our management contracts with the Managed REITs are performed in the U.S.; accordingly substantially all of our assets and revenues related to our Managed REIT segment are based in the U.S. as well.

 

As of June 30, 2024 and December 31, 2023, approximately $36.4 million and $35.8 million, respectively, of our assets in the Corporate and Other segment in the table above relate to our JV Properties which operate in Canada. For the six months ended June 30, 2024 and 2023, approximately $0.7 million and $0.9 million of losses, respectively, relate to these JV Properties' operations in Canada.

Note 10. Related Party Transactions

Self Administration Transaction

On June 28, 2019, we, our Operating Partnership and our TRS entered into a series of transactions, agreements, and amendments to our existing agreements and arrangements with our then-sponsor, SAM, and SmartStop OP Holdings, LLC (“SS OP Holdings”), a subsidiary of SAM, pursuant to which, effective June 28, 2019, we acquired the self storage advisory, asset management and property management businesses and certain joint venture interests of SAM, along with certain other assets of SAM (collectively, the “Self Administration Transaction”).

As a result of the Self Administration Transaction, we became self-managed and succeeded to the advisory, asset management and property management businesses and certain joint ventures previously in place for us, SST IV (until the SST IV Merger Date), and SSGT II (until the SSGT II Merger Date), and we acquired the internal capability to originate, structure and manage additional future self storage investment products which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. The transfer agent agreement described below was not impacted by the Self Administration Transaction.

Our Chief Executive Officer, who is also the Chairman of our board of directors, holds ownership interests in and is an officer of SAM, and other affiliated entities. Our Chief Executive Officer also previously indirectly held an ownership interest in our former dealer manager. Previously, certain of our executive officers and another member of our board of

46


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

directors held ownership interests in and/or were officers of SAM, and other affiliated entities. Accordingly, any agreements or transactions we have entered into with such entities may present a conflict of interest. None of SAM and its affiliates or our directors or executive officers receive any compensation, fees or reimbursements from our Managed REITs, other than with respect to fees and reimbursements in accordance with the Administrative Services Agreement and the transfer agent agreement, or as otherwise described in this section.

Former Transfer Agent Agreement

SAM owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our former transfer agent (“Transfer Agent”), which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provided transfer agent and registrar services to us. These services were substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholder. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, was particularly suited to provide us with transfer agent and registrar services.

Fees paid to our Transfer Agent included a fixed quarterly fee, one-time account setup fees, monthly open account fees and fees for investor inquiries. In addition, we reimbursed our Transfer Agent for all reasonable expenses or other charges incurred by it in connection with the provision of its services to us, and we paid our Transfer Agent fees for any additional services that we requested from time to time, in accordance with its rates then in effect.

Effective as of April 29, 2024, we transitioned to a new transfer agent, SS&C GIDS, Inc. In connection with such transfer, we simultaneously terminated the transfer agent agreement with Strategic Transfer Agent Services, LLC. In lieu of a termination fee and in recognition of the additional cost and expenses incurred by our former transfer agent in connection with the transition, we paid a transition fee of $150,000 to Strategic Transfer Agent Services, LLC in May 2024.

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, 2023 and the six months ended June 30, 2024, as well as any related amounts payable as of December 31, 2023 and June 30, 2024 (in thousands):

 

 

 

Year Ended December 31, 2023

 

 

Six Months Ended June 30, 2024

 

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

Expensed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer Agent fees

 

$

1,479

 

 

$

1,473

 

 

$

75

 

 

$

658

 

 

$

664

 

 

$

69

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

341

 

 

 

 

 

 

 

 

 

341

 

Total

 

$

1,479

 

 

$

1,473

 

 

$

416

 

 

$

658

 

 

$

664

 

 

$

410

 

 

Acquisition of Self Storage Platform from SAM and Other Transactions

As a result of the Self Administration Transaction, we acquired the self storage sponsorship platform of SAM. Accordingly, the advisor and property manager entities of SST IV and SSGT II became our indirect subsidiaries, and we became entitled to receive various fees and expense reimbursements under the terms of the SST IV and SSGT II advisory and property management agreements as described below. In addition, we now also own the advisor and property manager entities of SST VI and SSGT III and are entitled to receive various fees and expense reimbursements under the terms of the SST VI and SSGT III advisory and property management agreements as described below.

Advisory Agreement Fees

Our indirect subsidiaries, the SST VI Advisor, and the SSGT III Advisor are or were entitled to receive various fees and expense reimbursements under the terms of the SST VI, and SSGT III advisory agreements.

47


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

SST VI Advisory Agreement

The SST VI Advisor provides acquisition and advisory services to SST VI pursuant to an advisory agreement (the “SST VI Advisory Agreement”). In connection with the SST VI private placement offering, SST VI was required to reimburse the SST VI Advisor for organization and offering costs from the SST VI private offering pursuant to the SST VI private offering advisory agreement.

Pursuant to the SST VI Advisory Agreement, the SST VI Advisor receives acquisition fees equal to 1.00% of the contract purchase price of each property SST VI acquires plus reimbursement of any acquisition expenses that SST VI Advisor incurs. The SST VI Advisor also receives a monthly asset management fee equal to 0.0625%, which is one-twelfth of 0.75%, of SST VI’s aggregate asset value, as defined.

A subsidiary of our Operating Partnership may also be potentially entitled to a subordinated distribution through its ownership of a special limited partnership in SST VI OP if SST VI (1) lists its shares of common stock on a national exchange, (2) terminates the SST VI Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in SST VI OP's limited partnership agreement.

The SST VI Advisory Agreement provides for reimbursement of the SST VI Advisor’s direct and indirect costs of providing administrative and management services to SST VI. Beginning four fiscal quarters after commencement of SST VI's public offering, which was declared effective March 17, 2022, the SST VI Advisor was required to pay or reimburse SST VI the amount by which SST VI’s aggregate annual operating expenses, as defined, exceed the greater of 2% of SST VI’s average invested assets or 25% of SST VI’s net income, as defined, unless a majority of SST VI’s independent directors determine that such excess expenses were justified based on unusual and non-recurring factors.

On March 1, 2022, Pacific Oak Holding Group, LLC, became a 10% non-voting member of the SST VI Advisor. Pacific Oak Capital Markets, LLC (a subsidiary of Pacific Oak Holding Group, LLC) is SST VI's dealer manager, and as such, is responsible for the marketing of SST VI shares being offered pursuant to SST VI's private offering, and subsequent to March 17, 2022, SST VI's public offering.

On October 25, 2022, we, through one of our subsidiaries also agreed to pay SST VI’s dealer manager an amount equal to 1.5% of the gross offering proceeds from the sale of Class W shares sold in its public offering. On October 31, 2023, in connection with an amendment to SST VI's dealer manager agreement, SST VI ceased the sale of Class W shares in its public offering, and subsequently began selling Class Z shares. For the year ended December 31, 2023, we had incurred approximately $59,000, to SST VI's dealer manager associated with the Class W Shares in its public offering.

Additionally, in connection with SST VI's public offering of Class W shares through October 31, 2023, the SST VI Advisor or its affiliates agreed to fund on behalf of SST VI, an amount equal to 1% of the gross offering proceeds from the sale of Class W shares sold in its initial public offering, which amount was to be used by SST VI towards the payment of its offering expenses. For the year ended December 31, 2023, we funded SST VI such costs in the amount of approximately $39,000. No further payments were incurred after October 31, 2023 to SST VI's dealer manager or SST VI under these agreements per the amendment which ceased the sale of Class W shares on such date.

Separately, we through one of our subsidiaries agreed to pay SST VI’s dealer manager an amount equal to 1.5% of the gross offering proceeds from the sale of Class Z shares sold in its public offering. For the three and six months ended June 30, 2024, we had incurred approximately $5,000 and $17,000, respectively, to SST VI's dealer manager associated with the Class Z shares sold in its public offering.

SSGT III Advisory Agreement

The SSGT III Advisor provides acquisition and advisory services to SSGT III pursuant to an advisory agreement (the “SSGT III Advisory Agreement”). In connection with the SSGT III private placement offering, which became effective on May 18, 2022, SSGT III is required to reimburse the SSGT III Advisor for organization and offering costs from the SSGT III private offering pursuant to the SSGT III Advisory Agreement.

48


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Pursuant to the SSGT III Advisory Agreement, the SSGT III Advisor will receive acquisition fees equal to 1.00% of the contract purchase price of each property SSGT III acquires plus reimbursement of acquisition expenses that SSGT III Advisor incurs, provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives the Acquisition Fee. The SSGT III Advisor also receives a monthly asset management fee equal to 0.0625%, which is one-twelfth of 0.75%, of SSGT III’s aggregate asset value, as defined. The SSGT III Advisor is also entitled to receive a disposition fee equal to 1.5% of the contract sale price for any properties sold inclusive of any real estate commissions paid to third party real estate brokers. Through a separate agreement, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the SSGT III private offering, is entitled to receive 10% of the acquisition fees, asset management fees and disposition fees SSGT III Advisor earns pursuant to the SSGT III Advisory Agreement.

A subsidiary of our Operating Partnership may also be potentially entitled to various subordinated distributions through its ownership of a special limited partnership in SSGT III’s operating partnership agreement if SSGT III (1) lists its shares of common stock on a national exchange, (2) terminates the SSGT III Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in the SSGT III operating partnership agreement.

The SSGT III Advisory Agreement provides for reimbursement of the SSGT III Advisor’s direct and indirect costs of providing administrative and management services to SSGT III.

Managed REIT Property Management Agreements

Our indirect subsidiaries, SS Growth Property Management II, LLC, Strategic Storage Property Management VI, LLC, and SS Growth Property Management III, LLC, (collectively the “Managed REITs Property Managers”), are or were entitled to receive fees for their services in managing the properties wholly or partially owned by the Managed REITs pursuant to property management agreements entered into between the owner of the property and the applicable Managed REIT’s Property Manager.

The Managed REITs’ Property Managers will receive a property management fee equal to 6% of the gross revenues from the properties, generally subject to a monthly minimum of $3,000 per property, plus reimbursement of the costs of managing the properties, and a one-time fee of $3,750 for each property acquired that would be managed by the Managed REITs’ Property Managers. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. Pursuant to the property management agreements, we through our Operating Partnership employ the on-site staff for the Managed REITs’ properties.

The SST VI and SSGT III property managers are or were entitled to a construction management fee equal to 5% of the cost of a related construction or capital improvement work project in excess of $10,000.

Effective June 1, 2022, in connection with the SSGT II Merger, the SSGT II property management contracts were terminated. As a result of us acquiring SSGT II and terminating such contracts, we recorded a write-off of approximately $0.6 million related to the carrying value of the SSGT II property management contracts.

In connection with the Self Administration Transaction, we previously recorded a deferred tax liability, which was the result of the difference between the GAAP carrying value of the SSGT II property management contract and the carrying value for tax purposes. As we reduced the GAAP carrying value of such intangible asset, we adjusted the value of our deferred tax liability on a pro-rata basis, reducing the deferred tax liability by approximately $0.2 million during the year ended December 31, 2022 related to the SSGT II Merger and the related aforementioned write-offs, and recorded such benefits within the income tax (expense) benefit line-item in our consolidated statements of operations.

49


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Summary of Fees and Revenue Related to the Managed REITs

Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

Managed REIT Platform Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Asset Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

1,067

 

 

 

724

 

 

 

2,127

 

 

 

1,316

 

SSGT III

 

 

335

 

 

 

222

 

 

 

672

 

 

 

394

 

 

 

 

1,402

 

 

 

946

 

 

 

2,799

 

 

 

1,710

 

Property Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

415

 

 

 

280

 

 

 

808

 

 

 

511

 

SSGT III

 

 

134

 

 

 

76

 

 

 

258

 

 

 

131

 

JV Properties

 

 

239

 

 

 

179

 

 

 

456

 

 

 

350

 

 

 

 

788

 

 

 

535

 

 

 

1,522

 

 

 

992

 

Tenant Protection Program Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

292

 

 

 

170

 

 

 

565

 

 

 

313

 

SSGT III

 

 

93

 

 

 

35

 

 

 

176

 

 

 

50

 

JV Properties

 

 

82

 

 

 

65

 

 

 

170

 

 

 

123

 

 

 

 

467

 

 

 

270

 

 

 

911

 

 

 

486

 

Acquisition Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

 

 

 

1,922

 

 

 

34

 

 

 

2,465

 

SSGT III

 

 

58

 

 

 

485

 

 

 

58

 

 

 

642

 

 

 

 

58

 

 

 

2,407

 

 

 

92

 

 

 

3,107

 

Other Managed REIT Fees(1)

 

 

154

 

 

 

162

 

 

 

461

 

 

 

302

 

Managed REIT Platform Fees

 

 

2,869

 

 

 

4,320

 

 

 

5,785

 

 

 

6,597

 

Sponsor funding reduction (2)

 

 

(199

)

 

 

 

 

 

(380

)

 

 

 

Total Managed REIT Platform Revenues

 

$

2,670

 

 

$

4,320

 

 

$

5,405

 

 

$

6,597

 

 

 

(1)
Such revenue primarily includes other property management related fees, construction management fees, development fees, and other miscellaneous revenues.
(2)
Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return receives Series C Units in SST VI's OP. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI.

We offer tenant insurance or tenant protection programs to customers at our Managed REITs' properties pursuant to which we, as the property manager and majority owner of the Tenant Protection Program joint ventures, are entitled to substantially all of the net revenue attributable to the sale of such tenant programs.

 

In order to protect our interest in receiving these revenues in light of the fact that the Managed REITs control the properties, we and the Managed REITs transferred our respective rights in such arrangements to a joint venture entity owned 99.9% by us through a TRS subsidiary and 0.1% by the Managed REIT. Under the terms of the operating agreements of the joint venture entities, we receive 99.9% of the net revenues generated from such Tenant Protection Programs and the Managed REIT receives the other 0.1% of such net revenues. Subsequent to the SSGT II Merger, the SSGT II Tenant Protection Programs joint ventures are wholly-owned by us and such revenue is generated at our now wholly-owned self storage properties and is recorded within ancillary operating revenue in our consolidated statements of operations.

 

50


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Reimbursable costs from Managed REITs includes reimbursement of SST IV (until the SST IV Merger Date), SSGT II (until the SSGT II Merger Date), SST VI and SSGT III's Advisors’ direct and indirect costs of providing administrative and management services to the Managed REITs. Additionally, reimbursable costs includes reimbursement pursuant to the property management agreements for reimbursement of the costs of managing the Managed REITs’ properties, including wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties.

As of June 30, 2024 and December 31, 2023 we had receivables due from the Managed REITs totaling approximately $16.3 million and $6.5 million, respectively. Such amounts are included in investments in and advances to the Managed REITs line-item in our consolidated balance sheets. Such amounts included unpaid amounts relative to the above table, in addition to other direct reimbursable expenditures of the Managed REITs that we directly funded.

Investments in and advances to SST VI OP

Equity Investments

On March 10, 2021, SmartStop OP made an investment of $5.0 million in SST VI OP, in exchange for common units of limited partnership interest in SST VI OP. Additionally, a subsidiary of SmartStop OP owns a special limited partnership interest (the “SST VI SLP”) in SST VI OP.

For the three and six months ended June 30, 2024 we recorded a loss related to our equity interest in SST VI OP of approximately $0.1 million, and $0.4 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.2 million, respectively.

For the three and six months ended June 30, 2023 we recorded a loss related to our equity interest, excluding our preferred investment discussed below, in SST VI OP of approximately $0.3 million, and $0.5 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.2 million, respectively.

On January 30, 2023, a subsidiary of SmartStop made a preferred investment of 600,000 Series A Cumulative Redeemable Preferred units of limited partnership interest in SST VI OP for an aggregate of $15 million. Upon closing of the preferred investment, an investment fee equal to 1% of the investment amount was owed and paid by SST VI OP. SmartStop, through its subsidiary, received distributions, payable monthly in arrears, at a rate of 7.0% per annum from the date of issuance until the second anniversary of the date of issuance, 8.0% per annum commencing thereafter until the third anniversary of the date of issuance, 9.0% per annum commencing thereafter until the fourth anniversary of the date of issuance, and 10% per annum thereafter, payable monthly. On May 2, 2023, SST VI fully redeemed SmartStop's preferred investment of 600,000 Series A Cumulative Redeemable Preferred units of limited partnership interest in SST VI OP, and repaid accrued distributions due as of the date of redemption for a total amount of approximately $15.1 million.

 

Sponsor Funding Agreement

On November 1, 2023, SRA, a subsidiary of our Operating Partnership, entered into a Sponsor Funding Agreement with SST VI and SST VI OP, in connection with certain changes to the public offering of SST VI.

Pursuant to the Sponsor Funding Agreement, SRA, as sponsor of the SST VI offering, has agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares sold in the SST VI offering, (ii) the upfront 3% dealer manager fee for the Class Y shares sold in the SST VI offering, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z shares sold in the SST VI offering. SRA also agreed to reimburse SST VI in cash to cover the dilution from certain one-time stock dividends which were issued by SST VI to existing stockholders in connection with the sponsor funding changes to the SST VI offering. On December 15, 2023, we paid SST VI approximately $6.6 million for the reimbursement of the aforementioned stock dividend.

In consideration for SRA providing the funding for the front-end sales load and the cash to cover the dilution from the stock dividends described above, SST VI OP will issue a number of Series C Units to SRA equal to the dollar amount of such funding divided by the then-current offering price for the Class Y shares and Class Z shares sold in the SST VI offering, which was initially $9.30 per share. Pursuant to the Sponsor Funding Agreement, SRA will reimburse SST VI monthly for the applicable front-end sales load it has agreed to fund, and SST VI OP will issue the Series C Units on a monthly basis upon such reimbursement. The Sponsor Funding Agreement will terminate immediately upon the date that SST VI ceases to offer the Class Y shares and Class Z shares in the SST VI offering. The SST VI offering was set to expire on March 17, 2024,

51


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

and was extended to March 17, 2025 upon the approval of SST VI's board of directors on February 1, 2024. Inclusive of all extension options available to SST VI, its current offering could not extend beyond September 12, 2025.

On November 1, 2023, SRA entered into Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement of SST VI OP with SST VI and SST VI OP containing, among other things, the terms of the Series C Units. The Series C Units shall initially have no distribution, liquidation, voting, or other rights to participate in SST VI OP unless and until such Series C Units are converted into class A units of SST VI OP. The Series C Units shall automatically convert into class A units on a one-to-one basis upon SST VI’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of SST VI shares of common stock, including the Class Y shares and Class Z shares, calculated net of the Series C Units to be converted. On August 7, 2024, SST VI declared an estimated net asset value per share of $10.00. Since the Series C Units that could be converted would result in the net asset value falling below $10.00 per share, none of the Series C Units we own were converted into class A units of SST VI OP, and our future purchases will be determined based on the current estimated net asset value at such time.

Through June 30, 2024, we have incurred approximately $8.1 million in connection with the Sponsor Funding Agreement, representing approximately 871,000 subordinated units. During the three and six months ended June 30, 2024 we incurred approximately $0.6 million and $1.3 million, respectively, of which approximately $0.2 million was accrued as a payable pursuant to the Sponsor Funding Agreement.

As of June 30, 2024, the maximum remaining commitment of SRA pursuant to the Sponsor Funding Agreement is approximately $62.5 million if SST VI were to sell the maximum amount under its current offering of $1.0 billion.

Debt Investments

On December 30, 2021, in connection with SST VI's acquisition of two self storage facilities, our Operating Partnership entered into a mezzanine loan agreement with a wholly-owned subsidiary of SST VI OP for up to $45 million (the “SST VI Mezzanine Loan”). The SST VI Mezzanine Loan required a commitment fee equal to 1.0% of the amount drawn at closing of the SST VI Mezzanine Loan, and each subsequent draw. Interest on this loan accrued at LIBOR plus 3.0%.

The SST VI Mezzanine Loan was amended on December 20, 2022, such amendment increased the principal borrowing amount from a maximum of $45 million to $55 million. Pursuant to this amendment, the interest rate on the SST VI Mezzanine Loan was converted to a variable rate equal to SOFR plus 3.0%. Additionally, in such amendment, SST VI exercised the existing extension option; payments on the SST VI Mezzanine Loan were interest only until the due date of December 30, 2023. As of December 31, 2022 the balance on the SST VI Mezzanine Loan was $35.0 million. On January 31, 2023, SST VI borrowed an additional $15.0 million on the SST VI Mezzanine Loan. On May 2, 2023, SST VI fully repaid the outstanding principal, plus all applicable accrued interest due on the SST VI Mezzanine Loan as of such date for a total amount of approximately $51.7 million. On such date, the SST VI Mezzanine Loan agreement was terminated.

On June 13, 2023 SmartStop OP entered into a promissory note agreement with SST VI OP ( the “SST VI Note”), where SST VI OP borrowed $15.0 million. Interest on the loan accrued at SOFR plus 3.0%. Payments on the SST VI Note are interest only. The loan was extended to December 31, 2024 at the borrower's option. As such, the interest rate on the loan increased to SOFR plus 4.0%, and a fee equal to 0.25% of the outstanding principal balance was due as a result of SST VI exercising the extension option on December 8, 2023. The SST VI Note required a commitment fee equal to 1.0% of the aggregate principal amount of the loan. On June 28, 2024, the SST VI Note was amended to expand the borrowing capacity up to $25.0 million and extend the maturity date from December 31, 2024 to December 31, 2025. The loan is interest only, and the interest rate on such loan is SOFR plus 4.0%. As of June 30, 2024, SST VI OP had $15.0 million borrowed and outstanding pursuant to the SST VI Note.

 

 

 

 

 

 

 

52


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

 

The following table summarizes the carrying value of our investments in and advances to SST VI as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

13,642

 

 

$

5,861

 

Debt:

 

 

 

 

 

 

SST VI Note (1)

 

 

15,000

 

 

 

15,000

 

Equity:

 

 

 

 

 

 

SST VI OP Units and
   SST VI SLP

 

 

1,363

 

 

 

1,932

 

SST VI Class C Subordinated Units

 

 

3,929

 

 

 

3,307

 

Total investments in and advances

 

$

33,934

 

 

$

26,100

 

 

(1) On July 29, 2024, SST VI borrowed an additional $8.0 million on the SST VI Note, such that $23.0 million was outstanding on such loan.

Investments in and advances to SSGT III OP

Equity Investments

On August 29, 2022, SmartStop OP made an investment of $5.0 million in SS Growth Operating Partnership III, L.P., the operating partnership of SSGT III (“SSGT III OP”), in exchange for common units of limited partnership interest in SSGT III OP. Additionally, a subsidiary of SmartStop OP owns a special limited partnership interest (the “SSGT III SLP”) in SSGT III OP.

For the three and six months ended June 30, 2024, we recorded a loss related to our equity interest in SSGT III OP of approximately $0.1 million and $0.3 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.1 million, respectively.

For the three and six months ended June 30, 2023, we recorded a loss related to our equity interest in SSGT III OP of approximately $0.2 million and $0.4 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.1 million, respectively.

Debt Investments

On August 9, 2022, in connection with SSGT III's acquisition of two self storage facilities, our Operating Partnership entered into a mezzanine loan agreement with a wholly-owned subsidiary of SSGT III, for up to $50.0 million (the “SSGT III Mezzanine Loan”), of which $42.0 million was funded as an initial draw at the time of closing. The SSGT III Mezzanine Loan requires a commitment fee equal to 1.0% of the amount drawn at closing of the SSGT III Mezzanine Loan, and subsequent draws.

The SSGT III Mezzanine Loan was amended on December 20, 2022, such amendment increased the principal borrowing amount from up to $50 million to $77 million. Pursuant to this amendment, the interest rate on the SSGT III Mezzanine Loan became a variable rate equal to SOFR plus 3.0%. Payments on the SSGT III Mezzanine Loan are interest only, and it had an initial maturity date of August 9, 2023. SSGT III extended the ultimate maturity date of the SSGT III Mezzanine Loan until August 9, 2024, as such, the interest rate of the SSGT III Mezzanine Loan increased to SOFR plus 4.0% per annum, pursuant to the December 20, 2022 amendment. The SSGT III Mezzanine Loan may be prepaid in whole or in part at any time without fees or penalty and, in certain circumstances, equity interests securing the SSGT III Mezzanine Loan may be released from the pledge of collateral. The SSGT III Mezzanine Loan is secured by a pledge of the equity

53


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

interest in the indirect, wholly-owned subsidiaries of SSGT III, that owned seven operating self storage facilities as of June 30, 2024. SSGT III OP, also serves as a non-recourse guarantor. In August 2023, SSGT III exercised the extension option, such that the SSGT III Mezzanine Loan was due in full on August 9, 2024.

On May 2, 2024, SSGT III paid down the remaining $1.0 million outstanding on the SSGT III Mezzanine Loan.

As of June 30, 2024 and December 31, 2023, a wholly-owned subsidiary of SSGT III OP had none and $4.0 million, respectively, borrowed and outstanding pursuant to the SSGT III Mezzanine Loan.

The following table summarizes the carrying value of our investments in and advances to SSGT III OP as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

2,654

 

 

$

629

 

Debt:

 

 

 

 

 

 

SSGT III Mezzanine Loan(1)

 

 

 

 

 

4,000

 

Equity:

 

 

 

 

 

 

SSGT III OP Units and
  SSGT III SLP

 

 

3,215

 

 

 

3,662

 

Total investments in and advances

 

$

5,869

 

 

$

8,291

 

(1) As of June 30, 2024 and December 31, 2023, $1.5 million was available to be drawn on the SSGT III Mezzanine Loan. The SSGT III Mezzanine Loan expired on the maturity date of August 9, 2024, as such there is no further ability for SSGT III to borrow on this loan. On July 31, 2024, our operating partnership provided a bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million to facilitate SSGT III's acquisition of two properties. Please see Note 14 – Subsequent Events for additional detail.

Administrative Services Agreement

On June 28, 2019, we along with our Operating Partnership, our TRS and SmartStop Storage Advisors, LLC (collectively, the “Company Parties”) entered into an Administrative Services Agreement with SAM (the “Administrative Services Agreement”), which, as amended, requires that the Company Parties will be reimbursed for providing certain operational and administrative services to SAM which may include, without limitation, accounting and financial support, IT support, HR support, advisory services and operations support, and administrative support and other miscellaneous reimbursements as set forth in the Administrative Services Agreement and SAM will be reimbursed for providing certain operational and administrative services to the Company Parties which may include, without limitation, due diligence support, marketing, fulfillment and offering support, events support, insurance support, and administrative and facilities support. SAM and the Company Parties will reimburse one another based on the actual costs of providing their respective services. Additionally, SAM paid the Company Parties an allocation of rent and overhead for the portion of the Ladera Office that it occupied until October 2022, at which time SAM relocated to a separate office. Such agreement had an initial term of three years, with automatic one-year renewals, and is subject to certain adjustments as defined in the agreement.

For the three and six months ended June 30, 2024, we incurred reimbursements payable to SAM under the Administrative Services Agreement of approximately $216,000 and $358,000, respectively, which were recorded in the Managed REIT Platform expenses line item in our consolidated statements of operations.

For the three and six months ended June 30, 2023, we incurred reimbursements payable to SAM under the Administrative Services Agreement of approximately $102,000 and $169,000, respectively, which were recorded in the Managed REIT Platform expenses line item in our consolidated statements of operations.

We recorded reimbursements from SAM of approximately $68,000 and $121,000 during the three and six months ended June 30, 2024, respectively, related to services provided to SAM, which were included in Managed REIT Platform revenue in our consolidated statements of operations.

54


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

We recorded reimbursements from SAM of approximately $460,000 and $500,000 during the three and six months ended June 30, 2023, respectively, related to services provided to SAM, which were included in Managed REIT Platform revenue in our consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, a receivable of approximately $25,000 was due from SAM and a payable of approximately $11,000, was due to SAM, respectively, related to the Administrative Services Agreement.

Note 11. Equity Based Compensation

Prior to June 15, 2022, we issued equity based compensation pursuant to the Company’s Employee and Director Long-Term Incentive Plan (the “Prior Plan”). On June 15, 2022, our stockholders approved the 2022 Long-Term Incentive Plan (the “Plan”) and we no longer issue equity under the Prior Plan. Pursuant to the Plan, we are able to issue various forms of equity based compensation. Through June 30, 2024, we have generally issued equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”).

Through March 2020, we had only issued restricted stock, which shares are subject to a time based vesting period. In April 2020, the Compensation Committee of the board of directors approved awards for our executive officers, which include (1) performance based awards, and (2) time based awards. For both such type of awards, the recipient can choose either LTIP Units or restricted stock consisting of shares of our common stock. Effective June 2022, certain other recipients of time based awards were also allowed to choose either LTIP Units or restricted stock shares of our common stock.

The fair value of restricted stock is determined on the grant date based on an estimated value per share. The estimated fair value of our restricted stock was determined with the assistance of third party valuation specialists primarily based on an income approach to value our properties as well as the Managed REIT Platform, less the estimated fair value of our debt and other liabilities. The key assumptions used in estimating the fair value of our restricted stock were projected annual net operating income, projected growth rates, discount rates, capitalization rates and an illiquidity discount. The fair value of LTIP Units were further adjusted by applying an additional discount as the LTIP Units are not initially economically equivalent to our restricted stock. For performance based awards, a fair value was determined for each performance ranking scenario, with stock compensation expense recorded using the fair value of the scenario determined to be probable of achievement as of the end of the respective period.

Time Based Awards

We have granted various time based awards, which generally vest ratably over either one, three, or four years commencing in the year of grant, subject to the recipient’s continued employment or service through the applicable vesting date. All grants of time based restricted stock have limitations on transferability during the vesting period, and the grantee does not have the ability to vote any unvested shares. Transferability during the vesting period depends upon when the grant was made, as follows (i) with respect to grants of time based restricted stock made prior to April 2020, the restriction on transfers applies to the entirety of the grant, regardless of vesting, and (ii) with respect to grants of time based restricted stock made in or subsequent to April 2020, the restriction on transfer applies only to the unvested portion of the restricted stock.

With respect to grants of time based LTIP Units, distributions accrue based on the effective date of each grant, and are payable as distributions are paid on our Class A Shares without regard to whether the underlying awards have vested. With respect to time based restricted stock issued to our board of directors in or after June 2022, distributions accrue as of the effective date of each grant and are payable as distributions are paid on our Class A Shares without regard to whether the underlying awards have vested. With respect to all other existing time based restricted stock, distributions accrue on non-vested shares granted and are paid when the underlying restricted shares vest.

Holders of time based LTIP Units receive allocations of profits and losses with respect to the LTIP Units as of the effective date, distributions from the effective date in an amount equivalent to the distributions declared and paid on our Class A Shares, and the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, time based LTIP Units generally may not be transferred, other than by laws of descent and distribution.

55


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

 

 

 

The following table summarizes the activity related to our time based awards:

 

 

Restricted Stock

 

 

LTIP Units

 

Time Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

145,850

 

 

$

11.50

 

 

 

290,641

 

 

$

11.16

 

Granted

 

 

43,720

 

 

 

14.30

 

 

 

315,915

 

 

 

13.30

 

Vested

 

 

(96,295

)

 

 

10.86

 

 

 

(226,271

)

 

 

11.58

 

Forfeited

 

 

(7,960

)

 

 

13.92

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

85,315

 

 

 

13.44

 

 

 

380,285

 

 

 

12.69

 

Granted

 

 

45,904

 

 

 

14.30

 

 

 

315,962

 

 

 

13.53

 

Vested

 

 

(47,321

)

 

 

12.79

 

 

 

(18,048

)

 

 

13.30

 

Forfeited

 

 

(4,204

)

 

 

14.28

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

79,694

 

 

$

14.28

 

 

 

678,199

 

 

$

13.06

 

 

Performance Based Awards

With respect to performance based awards, the number of shares of restricted stock granted as of the grant date equaled 100% of the targeted award, whereas the number of LTIP Units granted as of the grant date equaled 200% of the targeted amount of the award. The targeted award for each executive was determined and approved by the Compensation Committee of our board of directors. The actual number of shares of restricted stock or LTIP Units, as applicable, to be issued upon vesting may range from 0% to 200% of the targeted award, such determination being based upon the results of the performance measure. Performance based awards vest based upon our performance as ranked amongst a peer group of self storage related companies. This comparison will be conducted using a performance measure of average annual same-store revenue growth, analyzed over a three-year period. Earned awards for the 2022, 2023 and 2024 grants will vest, as applicable, no later than March 31, 2025, 2026, and 2027, respectively.

Recipients of performance based restricted stock accrue distributions during the performance period, and such distributions will only be payable on the date that any such shares of restricted stock vest, based upon the performance level attained. Recipients of performance based LTIP Units are issued LTIP Units at 200% of the targeted award and are entitled to receive distributions and allocations of profits and losses with respect to the performance based LTIP Units as of the effective date of each award in an amount equal to 10% of the distributions and allocations available to such LTIP Units, until the Distribution Participation Date (as defined in the Operating Partnership Agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance based LTIP Units that vest. Following the Distribution Participation Date, recipients will be entitled to receive the full amount of distributions and allocations of profits and losses with respect to the vested performance-based LTIP Units, such amount being equivalent to distributions declared and paid on our Class A Shares.

56


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The following table summarizes our activity related to our performance based awards:

 

 

 

Restricted Stock

 

 

LTIP Units

 

Performance Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

5,752

 

 

$

9.78

 

 

 

380,536

 

 

$

10.39

 

Granted

 

 

5,752

 

 (1)

 

9.78

 

 

 

271,199

 

 

 

13.30

 

Vested

 

 

(11,504

)

 

 

9.78

 

 

 

(118,720

)

 

 

9.09

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

 

 

 

 

 

 

533,015

 

 

 

12.16

 

Granted

 

 

 

 

 

 

 

 

270,096

 

 

 

13.55

 

Vested

 

 

 

 

 

 

 

 

(148,387

)

 

 

9.30

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

 

 

$

 

 

 

654,724

 

 

$

13.38

 

(1) On March 2, 2023 the Compensation Committee of the board of directors approved the vesting of the 2020 performance grant at 200% of the targeted award. Accordingly, individuals who elected to receive performance based restricted stock were issued and immediately vested additional shares to equal 200% of their targeted award.

 

Holders of performance based restricted stock do not have any rights as a stockholder with respect to the unvested portion of such restricted stock awards. Prior to vesting, shares of performance based restricted stock generally may not be transferred, other than by laws of descent and distribution.

Holders of performance based LTIP Units have the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, performance based LTIP Units generally may not be transferred, other than by laws of descent and distribution.

LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. The profits interests’ characteristics of the LTIP Units mean that initially they will not be treated as economically equivalent in value to a common unit and the issuance of LTIP Units will not be a taxable event to the Operating Partnership or the recipient. If and when certain events occur pursuant to applicable tax regulations and in accordance with the Operating Partnership Agreement, LTIP Units may become economically equivalent to common units of limited partnership interest of our Operating Partnership on a one-for-one basis.

As of June 30, 2024, 8,736,905 shares of stock were available for issuance under the Plan.

We recorded approximately $1.4 million and $2.4 million of equity based compensation expense in general and administrative expense during the three and six months ended June 30, 2024, respectively, compared to approximately $1.4 million and $2.4 million during the three and six months ended June 30, 2023, respectively. We recorded approximately $56,000 and $115,000 of equity based compensation expense in property operating expenses, within our consolidated statements of operations for the three and six months ended June 30, 2024, respectively, compared to approximately $37,000 and $76,000 during the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, there was approximately $10.9 million of total unrecognized compensation expense related to non-vested equity awards, with such cost expected to be recognized over a weighted-average period of approximately 2.5 years.

As of December 31, 2023, there was approximately $6.8 million of total unrecognized compensation expense related to non-vested equity awards, with such cost expected to be recognized over a weighted-average period of approximately 2.2 years.

In March 2024, the compensation committee of our board of directors approved the 2024 executive compensation terms for our executives, which included (1) performance-based equity grants in the form of either, at the election of the executive, restricted stock awards or LTIP Units, and (2) time-based equity grants in the form of either, at the election of the executive, restricted stock awards or LTIP Units.

57


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

In March 2024, an aggregate of 270,096 LTIP Units were issued to our executive officers in connection with performance-based equity grants. With respect to performance-based equity grants, the number of LTIP Units granted as of the grant date was equal 200% of the targeted award. These are non-vested grants which shall vest based on ranges from a threshold of 0% to a maximum of 200% of the targeted equity award set for each executive by the compensation committee, with such percentage being determined based upon our ranking as compared to a peer group of publicly traded self storage REITs in terms of the average same-store revenue growth, analyzed over a three-year period.

Similarly, in March 2024, an aggregate of 274,183 LTIP Units were issued to our executive officers in connection with time-based equity grants. These are non-vested grants which shall vest ratably over four years, with the first tranche vesting on December 31, 2024, subject to the recipient’s continued employment through the applicable vesting date.

Note 12. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted an amended and restated distribution reinvestment plan (our “DRP”) that allows both our Class A and Class T stockholders to have distributions otherwise distributable to them invested in additional Class A Shares and Class T Shares, respectively. Under our DRP, the board of directors may amend, modify, suspend or terminate our plan for any reason upon 10 days’ written notice to the participants. The purchase price per share pursuant to our DRP is equivalent to the estimated value per share approved by our board of directors and in effect on the date of purchase of shares under the plan. In conjunction with the board of directors’ declaration of a new estimated value per share of our common stock on January 15, 2024, any shares sold pursuant to our distribution reinvestment plan will be sold at our new estimated value per share of $15.25 per Class A Share and Class T Share. Please see the section below titled “Suspension and Partial Resumption of DRP and SRP” for additional information.

As of June 30, 2024, we had sold approximately 10.0 million Class A Shares and approximately 1.3 million Class T Shares through our distribution reinvestment plan, of which, approximately 0.2 million Class A Shares and approximately 0.1 million Class T Shares were sold under our current DRP Offering. The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.

Share Redemption Program

As described in “Note 2 – Summary of Significant Accounting Policies – Redeemable Common Stock,” we have an SRP. Please refer to that section for additional details. Pursuant to the SRP, we may redeem the shares of stock presented for redemption for cash to the extent that such requests comply with the below terms of our SRP and we have sufficient funds available to fund such redemption. All redemption requests received, and not withdrawn, on or prior to the last day of the applicable quarter are processed on the last business day of the month following the end of the quarter in which the redemption requests were received.

Our board of directors may amend, suspend or terminate the SRP 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.

On August 20, 2020, our board of directors amended the terms of the SRP to revise the redemption price per share for all redemptions under the SRP to be equal to the most recently published estimated net asset value per share of the applicable share class (the “SRP Amendment”). Prior to the SRP Amendment, the redemption amount was the lesser of the amount the stockholders paid for their shares or the price per share in the current offering. On January 15, 2024, we declared a new estimated net asset value per share and the redemption price under our SRP immediately changed to $15.25 (our current estimated net asset value per share).

There are several limitations in addition to those noted above on our ability to redeem shares under the SRP including, but not limited to:

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.

58


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

The amount available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan, less any prior redemptions.
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.

During the six months ended June 30, 2024, approximately 1.1 million shares or $17.3 million of requests that met the eligibility criteria were requested to be redeemed; approximately $8.7 million of which were fulfilled during the six months ended June 30, 2024, and approximately $8.6 million of which were included in accounts payable and accrued liabilities within our consolidated balance sheets as of June 30, 2024 and fulfilled in July 2024.

During the year ended December 31, 2023, approximately 1.5 million shares or $22.9 million of requests that met the eligibility criteria were requested to be redeemed; approximately $19.0 million of which were fulfilled during the year ended December 31, 2023, and approximately $3.9 million of which were included in accounts payable and accrued liabilities within our consolidated balance sheets as of December 31, 2023 and fulfilled in January 2024.

Please see the section below titled “Suspension and Partial Resumption of DRP and SRP” for additional information.

Suspension and Partial Resumption of DRP and SRP

 

In connection with a review of liquidity alternatives by the board of directors, on March 7, 2022, the board of directors approved the full suspension of our DRP and SRP. However, on March 16, 2023, the DRP was fully reinstated and the SRP was partially reinstated to allow for redemptions solely sought in connection with a stockholder’s death, “qualifying disability” (as that term is defined in the SRP), confinement to a long-term care facility, or other exigent circumstances. All other redemptions remain suspended at this time.

On May 1, 2024, our board of directors adopted a limitation to our SRP such that any redemption request made under the SRP in connection with a stockholder’s death must be made within one year of the date of such death in order to be honored by us. This limitation took effect on June 1, 2024.

Operating Partnership Redemption Rights

Generally, the limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year.

Additionally, the Class A-1 Units issued in connection with the Self Administration Transaction are subject to the general restrictions on transfer contained in the Operating Partnership Agreement. The Class A-1 Units are otherwise entitled to all rights and duties of the Class A limited partnership units in the Operating Partnership, including cash distributions and the allocation of any profits or losses in the Operating Partnership.

Other Contingencies and Commitments

We have severance arrangements which cover certain members of our management team; these provide for severance payments upon certain events, including after a change of control.

See Note 10 – Related Party Transactions related to our debt investments in the Managed REITs and our Sponsor Funding Agreement with SST VI for more information about our contingent obligations under these agreements.

As of June 30, 2024, pursuant to various contractual relationships, we are required to make other payments in the amounts of approximately $2.6 million, $7.7 million, and $0.5 million during the years ending December 31, 2024, 2025, and 2026, respectively.

59


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

From time to time, we are party to legal, regulatory and other proceedings that arise in the ordinary course of our business. In accordance with applicable accounting guidance, management accrues an estimated liability when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. For such proceedings, we are not aware of any for which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition.

In connection with a fire that occurred at one of our properties, a neighboring property was also damaged. In December 2023, we, along with our insurance carrier, received a subrogation demand letter from an attorney representing the insurance company for the neighboring property owner for approximately $8.3 million alleging that we were responsible for their damages. We intend to vigorously defend this matter. We believe we have adequate insurance coverage for this matter.

Note 13. Declaration of Distributions

On June 26, 2024, our board of directors declared a distribution rate for the month of July 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on July 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

On July 26, 2024, our board of directors declared a distribution rate for the month of August 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on August 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

Note 14. Subsequent Events

In addition to the subsequent events discussed elsewhere in the notes to the financial statements, the following events occurred subsequent to June 30, 2024:

 

Self Storage Facility Acquisitions

On July 16, 2024, we purchased a self storage facility located in Spartanburg, South Carolina (the "Spartanburg Property"). The purchase price for the Spartanburg Property was approximately $13.2 million, plus closing costs. Upon acquisition, the property was approximately 94% occupied. The acquisition was funded with proceeds drawn from the 2024 Credit Facility.

RBC JV Term Loan II

On July 17, 2024, three of our joint ventures with SmartCentres closed on a $46.0 million CAD term loan (the “RBC JV Term Loan II”) with RBC pursuant to which three of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers II”). The RBC JV Term Loan II is secured by first mortgages on three of the JV Properties which were previously encumbered by the SmartCentres Financings. The maturity date of the RBC JV Term Loan II is November 3, 2025, which may be requested to be extended by one additional year at the sole discretion of RBC and subject to certain conditions. Interest on the RBC JV Term Loan is a fixed annual rate of 4.97%, and payments are interest only during the term of the loan.

We and SmartCentres each serve as a full recourse guarantor with respect to 50% of the secured obligations under the RBC JV Term Loan II. The RBC JV Term Loan II contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default. Pursuant to the terms of the RBC JV Term Loan II, a failure by either us or SmartCentres to observe any negative covenant under each of our respective (and separate) credit facilities (“Separate Credit Facilities”) would be an event of default under the RBC JV Term Loan II. We and SmartCentres entered into a separate Cross-Indemnity Agreement pursuant to which we and SmartCentres have each agreed to indemnify the other party with respect to any claims arising from a breach or default of the other party pursuant to the RBC JV Term Loan II or the Separate Credit Facilities.

The net proceeds from the RBC JV Term Loan II were used to fully repay the allocated loan amounts of approximately $46.4 million CAD or approximately $34.1 million USD under the SmartCentres Financings for each of the three JV Properties.

60


SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

 

Joint Venture Development

On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts. On such date we agreed to contribute approximately $6.5 million for a minority ownership in the project. At closing, we funded approximately $4.9 million, and per the terms of the joint venture agreement, are required to fund an additional $1.6 million at a future date, which we expect to be in 2024. Upon completion of development, we expect to serve as property manager of the self storage property.

KeyBank Bridge Loan

On July 31, 2024, we entered into a bridge loan with KeyBank for up to $45.0 million (the “KeyBank Bridge Loan”) which matures on July 31, 2025. The KeyBank Bridge Loan may be funded in up to two draws, none of which shall occur after 90 days from closing. No amounts borrowed and repaid under such loan may be redrawn. At closing, we drew $20.0 million less transaction costs. The KeyBank Bridge Loan was completed in connection with SSGT III's acquisition of two self storage facilities on July 31, 2024, whereby our Operating Partnership provided a similar bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million (the “SSGT III Bridge Loan”) to facilitate SSGT III’s closing on such properties. An indirect wholly-owned subsidiary of SSGT III intends to sponsor a private offering of beneficial interests in a Delaware statutory trust ("DST") relating to the two properties. We, through a newly formed subsidiary of SRA, will serve as property manager of both of these properties.

The KeyBank Bridge Loan incurs interest based on adjusted daily simple SOFR plus 275 basis points. The SSGT III Bridge Loan incurs interest based on adjusted daily simple SOFR plus 300 basis points. The SSGT III Bridge Loan is secured by an indirect pledge of equity in the entity sponsoring the private DST offering relating to the two properties mentioned above, as well as a full guaranty by SSGT III OP. We have pledged the SSGT III Bridge Loan to KeyBank as the collateral for the KeyBank Bridge Loan, as well as provided a full guaranty from our Operating Partnership. As such sponsor entity sells such DST interests, it is required to utilize such net proceeds to pay down the SSGT III Bridge Loan and we are similarly required to use such net proceeds to pay down the KeyBank Bridge Loan. In any event, we will be required to pay down at least 15% of the balance within four months, 35% within six months, 55% within nine months, and 75% within twelve months from the final draw. Full repayment is subject to one six month extension. Similar required paydowns are also required of SSGT III pursuant to the terms of the SSGT III Bridge Loan.


 

61


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial data 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 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, 2023. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I.

Overview

We are a self-managed and fully-integrated self storage real estate investment trust (“REIT”). Our year end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries.

We focus on the acquisition, ownership, and operation of self storage properties located primarily within the top 100 metropolitan statistical areas, or MSAs, throughout the United States and Canada. Based on the Inside Self Storage Top-Operators List ranking for 2023, and after accounting for recent market transactions, we are the 10th largest owner and operator of self storage properties in the United States based on number of properties, units, and rentable square footage. As of June 30, 2024, our wholly-owned portfolio consisted of 155 operating self storage properties diversified across 19 states and Canada comprising approximately 104,300 units and 12.0 million net rentable square feet. Additionally, we owned a 50% equity interest in eleven unconsolidated real estate ventures located in Canada, which included ten operating self storage properties. Further, through our Managed REIT Platform (as defined below), we serve as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT (“SST VI”), and Strategic Storage Growth Trust III, Inc., a private REIT (“SSGT III” and together with SST VI and any future sponsored REITs, the “Managed REITs”), and manage one additional self storage property, all of which pay us fees to manage these programs and manage their 32 operating self storage properties (as of June 30, 2024).

Our primary business model is focused on owning and operating high quality self storage properties in high growth markets in the United States and Canada. We finance our portfolio through a diverse capital strategy which includes cash generated from operations, borrowings under our syndicated revolving line of credit, secured debt financing, equity offerings and joint ventures. Our business model is designed to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow in order to maximize long-term stockholder value at acceptable levels of risk. We execute our organic growth strategy by pursuing revenue-optimizing and expense-minimizing opportunities in the operations of our existing portfolio. We execute our external growth strategy by developing, redeveloping, acquiring and managing self storage facilities in the United States and Canada both internally and through our Managed REITs, and we look to acquire properties that are physically stabilized, recently developed, in various stages of lease up or at certificate of occupancy. We seek to acquire undermanaged facilities that are not operated by institutional operators, where we can implement our proprietary management and technology to maximize net operating income.

As discussed herein, we, through our subsidiaries, currently serve as the sponsor of SST VI and SSGT III. We also served as the sponsor of Strategic Storage Trust IV, Inc., a public non-traded REIT (“SST IV”), through March 17, 2021, and Strategic Storage Growth Trust II, Inc., a private REIT (“SSGT II”), through June 1, 2022. Prior to March 17, 2021 and June 1, 2022, SST IV and SSGT II, respectively, were also included in the “Managed REITs.” We operate the properties owned by the Managed REITs, which together with one other self storage property we manage consist of, as of June 30, 2024, 32 operating properties and approximately 25,400 units and approximately 2.8 million rentable square feet. In addition, we have the internal capability to originate, structure and manage additional self storage investment programs (the “Managed REIT Platform”) which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. We generate asset management fees, property management fees, acquisition fees, and other fees and also receive substantially all of the tenant protection program revenue earned by our Managed REITs. For the property management and advisory services that we provide, we are reimbursed for certain expenses that otherwise helps to offset our net operating expense burden.

62


 

As of June 30, 2024, our wholly-owned operating 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)

 

Alabama

 

 

1

 

 

 

1,090

 

 

 

163,300

 

 

 

1.4

%

 

 

91.6

%

 

 

0.7

%

Arizona

 

 

4

 

 

 

3,130

 

 

 

329,100

 

 

 

2.7

%

 

 

93.8

%

 

 

2.5

%

California

 

 

30

 

 

 

19,985

 

 

 

2,108,400

 

 

 

17.5

%

 

 

90.8

%

 

 

20.2

%

Colorado

 

 

9

 

 

 

5,130

 

 

 

596,085

 

 

 

5.0

%

 

 

91.1

%

 

 

4.2

%

Florida

 

 

26

 

 

 

19,870

 

 

 

2,367,500

 

 

 

19.6

%

 

 

92.2

%

 

 

22.1

%

Illinois

 

 

6

 

 

 

3,785

 

 

 

432,450

 

 

 

3.6

%

 

 

92.9

%

 

 

2.9

%

Indiana

 

 

2

 

 

 

1,030

 

 

 

112,700

 

 

 

0.9

%

 

 

92.9

%

 

 

0.6

%

Massachusetts

 

 

1

 

 

 

840

 

 

 

93,200

 

 

 

0.8

%

 

 

89.2

%

 

 

1.8

%

Maryland

 

 

2

 

 

 

1,610

 

 

 

169,500

 

 

 

1.4

%

 

 

94.9

%

 

 

1.3

%

Michigan

 

 

4

 

 

 

2,220

 

 

 

266,100

 

 

 

2.2

%

 

 

93.1

%

 

 

1.8

%

New Jersey

 

 

2

 

 

 

2,350

 

 

 

205,100

 

 

 

1.7

%

 

 

88.0

%

 

 

1.7

%

Nevada

 

 

9

 

 

 

7,160

 

 

 

865,000

 

 

 

7.2

%

 

 

93.8

%

 

 

6.5

%

North Carolina

 

 

19

 

 

 

9,190

 

 

 

1,204,900

 

 

 

10.0

%

 

 

92.3

%

 

 

8.4

%

Ohio

 

 

5

 

 

 

2,361

 

 

 

263,100

 

 

 

2.2

%

 

 

91.5

%

 

 

1.5

%

South Carolina

 

 

3

 

 

 

1,940

 

 

 

246,000

 

 

 

2.1

%

 

 

91.0

%

 

 

1.5

%

Texas

 

 

12

 

 

 

6,960

 

 

 

919,300

 

 

 

7.8

%

 

 

94.8

%

 

 

7.1

%

Virginia

 

 

1

 

 

 

830

 

 

 

71,100

 

 

 

0.6

%

 

 

93.8

%

 

 

1.0

%

Washington

 

 

5

 

 

 

3,427

 

 

 

390,545

 

 

 

3.3

%

 

 

93.1

%

 

 

3.4

%

Wisconsin

 

 

1

 

 

 

780

 

 

 

83,400

 

 

 

0.7

%

 

 

94.8

%

 

 

0.5

%

Ontario, Canada

 

 

13

 

 

 

10,610

 

 

 

1,110,655

 

 

 

9.3

%

 

 

94.1

%

 

 

10.3

%

Total

 

 

155

 

 

 

104,298

 

 

 

11,997,435

 

 

 

100

%

 

 

92.5

%

 

 

100

%

(1)
Includes all rentable units, consisting of storage units and parking (approximately 3,450 units).
(2)
Includes all rentable square feet, consisting of storage units and parking (approximately 1,042,000 square feet).
(3)
Represents the occupied square feet of all facilities in a state or province divided by total rentable square feet of all the facilities in such state or area as of June 30, 2024.
(4)
Represents rental income (excludes administrative fees, late fees, and other ancillary income) for all facilities we owned in a state or province divided by our total rental income for the month ended June 30, 2024.

 

 

Additionally, we own our office located at 10 Terrace Rd, Ladera Ranch, California (the “Ladera Office”) which houses our corporate headquarters.

63


 

Critical Accounting Policies and Estimates

We have established accounting policies which conform to generally accepted accounting principles (“GAAP”). Preparing financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting policies that we consider critical in the presentation of our consolidated 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 acquisition valuation; the evaluation of whether any of our long-lived assets have been impaired; the valuation of goodwill and related impairment considerations, the valuation of our trademarks and related impairment considerations, 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 – Summary of Significant Accounting Policies 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 Acquisition Valuation

We account for asset 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. 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.

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.

Real Property Assets Valuation

We evaluate our real property assets for impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of such assets. When indicators of potential impairment are present, we will assess the recoverability of the particular asset by determining whether the carrying value of the asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. This evaluation is based on a number of estimates and assumptions, such as, but not limited to, comparative sales, estimated cash flow, and other similar valuation techniques. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the real property asset and recognize an impairment loss. Our evaluation of the impairment of real property 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, if any, recognized may vary based on the estimates and assumptions we use.

64


 

Intangible Assets Valuation

In connection with the acquisition of the self storage advisory, asset management and property management businesses and certain joint venture interests of Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”), along with certain other assets of SAM (collectively, the “Self Administration Transaction”), we allocated a portion of the consideration to the contracts that we acquired related to the Managed REITs and the customer relationships related to our tenant insurance, tenant protection plans or similar programs (the “Tenant Protection Programs”). For these intangibles, we are amortizing such amounts on a straight-line basis over the estimated benefit period of the contracts and customer relationships. We evaluate these intangible assets for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In such an event, an impairment charge is recognized and the intangible asset is marked down to its fair value.

Goodwill Valuation

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual tests we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative impairment test of goodwill to compare the fair value of each reporting unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized. No impairment charges were recognized during the six months ended June 30, 2024 and 2023.

Trademarks Valuation

Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible value of our ownership of the brand name.

We qualitatively evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

Estimated Useful Lives of Real Property 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 consolidated 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 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.

65


 

We evaluate the consolidation of our investments in VIE's in accordance with relevant accounting guidance. This evaluation requires us to determine whether we have a controlling interest in a VIE through a means other than voting rights, and, if so, such VIE may be required to be consolidated in our financial statements. Our evaluation of our VIE's 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 VIE's included in our consolidated financial statements may vary based on the estimates and assumptions we use.

REIT Qualification

We made an election under Section 856(c) of the Code to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2014. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to U.S. 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 U.S. 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 a manner that will enable us to continue to qualify for treatment as a REIT for federal income tax purposes, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

Current Market and Economic Conditions

Our rental revenue and operating results depend significantly on the demand for self storage space. Since the beginning of the COVID-19 pandemic in late March 2020, the broader shift of people working from home, elevated migration patterns and strength in the housing market helped drive growth in self storage demand, which generally contributed to our results since the onset of COVID-19, and through calendar year 2022. In addition to the sector's numerous historical demand drivers, one demand driver that developed and has continued as a result of the COVID-19 pandemic is the trend towards working from home, or a hybrid work environment.

While the work from home environment remains elevated over pre-COVID-19 pandemic levels, this trend began to wane in 2023, which we believe has led to elevated move-outs. As a result, occupancy, same-store growth and overall results have been normalizing and are expected to normalize further over the coming quarters as the comparable periods change.

Further, the broader economy has been experiencing elevated levels of inflation, higher interest rates, tightening monetary and fiscal policies and a slowdown in home sales. This could result in less discretionary spending, weakening consumer balance sheets and reduced demand for self storage. Additionally, a prolonged period of elevated inflation and/or higher interest rates could result in a further contraction of self storage demand. However, demand for the self storage sector is dynamic with drivers that function in a multitude of economic environments, both cyclically and counter-cyclically. Demand for self storage tends to be needs-based, with numerous factors that lead customers to renting and maintaining storage units.

Certain property operating expenses have experienced elevated pressures to date, namely property insurance, property taxes and payroll have seen above average increases, primarily due to inflation and natural disasters. We have experienced a year-over-year decrease in gross margins as a result for the full year 2023 and the first half of 2024.

In 2022, the Federal Reserve began increasing its targeted range for the federal funds rate, leading to increased interest rates. This approach to monetary policy was mirrored by other central banks across the world, to similar effect. We currently have fixed or capped interest rates of varying durations for the majority of our loans, either directly or indirectly through our use of interest rate hedges. The rise in overall interest rates has caused an increase in our variable rate borrowing costs and our overall cost of capital, resulting in an increase in net interest expense. Capitalization rates on acquisitions have not increased at the same magnitude as interest rates. These factors may limit our ability make accretive acquisitions of self storage properties, negatively impact our profitability, and affect our ability to comply with certain financial covenants.

Results of Operations

Overview

We derive revenues principally from: (i) rents received from our self storage tenant leases; (ii) fees generated from our Managed REITs; (iii) our Tenant Protection Programs; and (iv) 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.

66


 

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.

As of June 30, 2024 and 2023, we wholly-owned 155 and 153 operating self storage facilities, respectively. Our operating results for the three months ended June 30, 2024 included full quarter results for 154 self storage facilities. Our operating results for the three months ended June 30, 2023 included full quarter results for 153 self storage facilities. Operating results in future periods will depend on the results of operations of these properties and of the real estate properties that we acquire in the future.

Comparison of the three months ended June 30, 2024 and 2023

Total Self Storage Revenues

Total self storage related revenues for the three months ended June 30, 2024 and 2023 were approximately $55.0 million and $53.9 million, respectively. The increase in total self storage revenues of approximately $1.1 million, or approximately 2.1%, is primarily attributable to an increase in same-store revenues of approximately $0.6 million, and an increase in non same-store revenues of approximately $0.3 million, as well as increases in our tenant protection program revenues.

We expect self storage revenues to primarily fluctuate based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things.

Managed REIT Platform Revenues

Managed REIT Platform revenues for the three months ended June 30, 2024 and 2023 were approximately $2.7 million and $4.3 million, respectively. The decrease in Managed REIT Platform revenues of approximately $1.7 million is primarily attributable to decreased acquisition fees as compared to the same period in the prior year. We earned approximately $1.9 million in acquisition fees from SST VI in June 2023 as a result of a multi-property portfolio acquisition. Managed REIT Platform revenues were reduced to a lesser extent as compared to the prior year by the effect of sponsor funding reductions recorded. Such decrease in Managed REIT Platform revenues was partially offset by increased Tenant Protection Program fees, property management and asset management fees as a result of increased assets under management. We expect Managed REIT Platform Revenue to fluctuate commensurate with our Managed REITs' increase in operations and assets under management, as well as reductions to such revenue in connection with the Sponsor Funding Agreement as SST VI continues to sell shares in its public offering.

Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the three months ended June 30, 2024 and 2023 were approximately $1.5 million and $1.4 million, respectively. Such revenues consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs is primarily related to the growth in the Managed REITs' assets under management. We expect reimbursable costs from Managed REITs to increase in future periods as a result of additional acquisitions by our Managed REITs. We further expect reimbursable costs from Managed REITs to generally fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

Property Operating Expenses

Property operating expenses for the three months ended June 30, 2024 and 2023 were approximately $17.7 million (or 32% of self storage revenue) and $16.5 million (or 31% of self storage revenue), respectively. Property operating expenses include the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing. The increase in property operating expenses of approximately $1.2 million is largely attributable to increased property insurance costs, property taxes, advertising expenses and repairs and maintenance expenses. We expect property operating expenses to fluctuate commensurate with inflationary pressures and any future acquisitions.

67


 

Managed REIT Platform Expenses

Managed REIT Platform expenses for the three months ended June 30, 2024 and 2023 were approximately $0.6 million and $0.7 million, respectively. Such expenses primarily consisted of expenses related to non-reimbursable costs associated with the operation of the Managed REIT Platform and the Administrative Services Agreement (as discussed in Note 10 – Related Party Transactions, of the notes to consolidated financial statements contained in this report). We expect Managed REIT Platform expenses to fluctuate in future periods commensurate with our level of activity related to the Managed REITs.

Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the three months ended June 30, 2024 and 2023 were approximately $1.5 million and $1.4 million, respectively. Such expenses consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs is primarily related to the growth in the Managed REITs' assets under management. We expect reimbursable costs from the Managed REITs to fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2024 and 2023 were approximately $7.8 million and $7.2 million, respectively. Such expenses consist primarily of compensation related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs. The increase in general and administrative expenses was primarily attributable to increased legal expenses and compensation related costs incurred during the three months ended June 30, 2024. We expect general and administrative expenses to decrease as a percentage of total revenues over time.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended June 30, 2024 and 2023 were approximately $13.8 million and $15.2 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of our in place lease intangible assets resulting from our self storage acquisitions and amortization of certain intangible assets acquired in the Self Administration Transaction. The decrease in depreciation and amortization expense is primarily attributable to the intangible amortization expense related to our in place lease intangible assets recorded in connection with the SSGT II Merger which became fully amortized in November 2023.

Acquisition Expenses

Acquisition expenses for the three months ended June 30, 2024 and 2023 were approximately $12,000 and $11,000, respectively. These acquisition expenses were incurred prior to acquisitions becoming probable in accordance with our capitalization policy.

Equity in earnings (losses) from investments in JV Properties

Losses from our equity method investments in the JV Properties for the three months ended June 30, 2024 and 2023 were approximately $0.4 million and $0.5 million, respectively, driven by improved performance of the underlying properties. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our joint ventures with SmartCentres.

Equity in earnings (losses) from investments in Managed REITs

Losses from our equity method investments in the Managed REITs for the three months ended June 30, 2024 and 2023 were approximately $0.3 million and $0.2 million, respectively. Losses from our equity method investments in the Managed REITs consists primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III.

Other, Net

Other, net for the three months ended June 30, 2024 and 2023 was approximately $0.1 million of expense and $1.2 million of income, respectively. Other, net consists primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency and interest rate hedges not designated for hedge accounting, and interest income from loans issued to our Managed REITs, and other miscellaneous items. The unfavorable variance of approximately $1.3 million is primarily due to unfavorable fair value adjustments associated with our SOFR interest rate hedges not

68


 

designated for hedge accounting during the three months ended June 30, 2024, and to a lesser extent, less financing fee revenue as compared to the same period in the prior year. These changes were partially offset by increased interest income from loans issued to our Managed REITs.

Interest Expense

Interest expense for the three months ended June 30, 2024 and 2023 was approximately $17.3 million and $14.9 million, respectively. Interest expense includes interest expense on our debt, accretion of fair market value adjustments of our debt, amortization of debt issuance costs, and the impact of our interest rate derivatives designated for hedge accounting. The increase of approximately $2.4 million is primarily attributable to an increase in net rates on our variable rate debt, inclusive of the impact of interest rate hedges, as applicable as well as increased borrowings compared to the same period in the prior year. The increase in net rates is primarily attributable to a beneficial interest rate hedge which capped SOFR at 1.75% for $125 million of our debt during the three months ended June 30, 2023, which expired on June 30, 2023, and did not provide any benefit during the three months ended June 30, 2024. We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in interest rates.

Income Tax Expense

Income tax expense for the three months ended June 30, 2024 and 2023 was approximately $0.3 million of expense and $0.1 million of benefit, respectively. Income tax consists primarily of state, federal, and Canadian income tax. We expect our income tax expense to increase in future periods primarily related to our operations in Canada.

 

Same-Store Facility Results - three months ended June 30, 2024 and 2023

We consider the data below to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity. The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2023, excluding four other properties) for the three months ended June 30, 2024 and 2023 (in thousands unless otherwise noted).

 

 

 

Same-Store Facilities

 

 

Non Same-Store Facilities

 

Total

 

 

 

2024

 

 

2023

 

 

%
Change

 

 

2024

 

 

2023

 

 

%
Change

 

2024

 

 

2023

 

 

%
Change

 

Revenue (1)

 

$

51,393

 

 

$

50,754

 

 

 

1.3

%

 

$

1,559

 

 

$

1,193

 

 

N/M

 

$

52,952

 

 

$

51,947

 

 

 

1.9

%

Property
  operating
  expenses
(2)

 

 

16,632

 

 

 

15,797

 

 

 

5.3

%

 

 

907

 

 

 

627

 

 

N/M

 

 

17,539

 

 

 

16,424

 

 

 

6.8

%

Net operating
   income

 

$

34,761

 

 

$

34,957

 

 

 

(0.6

)%

 

$

652

 

 

$

566

 

 

N/M

 

$

35,413

 

 

$

35,523

 

 

 

(0.3

)%

Number of
   facilities

 

 

149

 

 

 

149

 

 

 

 

 

 

6

 

 

 

4

 

 

 

 

 

155

 

 

 

153

 

 

 

 

Rentable
  square
  feet
(3)

 

 

11,464,135

 

 

 

11,440,030

 

 

 

 

 

 

533,300

 

 

 

354,700

 

 

 

 

 

11,997,435

 

 

 

11,794,730

 

 

 

 

Average
  physical
  occupancy
(4)

 

 

92.5

%

 

 

93.5

%

 

 

(1.1

)%

 

N/M

 

 

N/M

 

 

N/M

 

 

92.0

%

 

 

93.3

%

 

 

(1.3

)%

Annualized
  rent per
  occupied
  square
  foot
(5)

 

$

20.15

 

 

$

19.79

 

 

 

1.8

%

 

N/M

 

 

N/M

 

 

N/M

 

 

19.99

 

 

 

19.73

 

 

 

1.3

%

 

N/M Not meaningful

(1)
Revenue includes rental revenue, certain ancillary revenue, administrative and late fees, and excludes Tenant Protection Program revenue.
(2)
Property operating expenses excludes corporate general and administrative expenses, interest expense, depreciation, amortization expense, Tenant Protection Program related expense, and acquisition expenses.
(3)
Of the total rentable square feet, parking represented approximately 1,042,000 square feet as of June 30, 2024 and approximately 1,017,000 square feet as 2023, respectively. On a same-store basis, for the same periods, parking represented approximately 989,000 square feet. Amount not in thousands.
(4)
Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period.
(5)
Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of

69


 

operations, as appropriate. We have excluded the realized rental revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot. Amount not in thousands.

 

Our same-store revenue increased by approximately $0.6 million, or approximately 1.3%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 due to higher annualized rent per occupied square foot of approximately 1.8%, partially offset by an approximately 1.1% decrease in average occupancy. The increase in property operating expenses is primarily attributable to property insurance, repairs and maintenance, advertising expense, and property taxes.

The following table presents a reconciliation of net income (loss) as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands):

 

 

 

For the Three Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(705

)

 

$

4,279

 

Adjusted to exclude:

 

 

 

 

 

 

Tenant Protection Program revenue(1)

 

 

(2,032

)

 

 

(1,909

)

Tenant Protection Program
   related expense

 

 

156

 

 

 

57

 

Managed REIT Platform revenue

 

 

(2,670

)

 

 

(4,320

)

Managed REIT Platform expenses

 

 

648

 

 

 

681

 

General and administrative

 

 

7,813

 

 

 

7,182

 

Depreciation

 

 

13,636

 

 

 

13,376

 

Intangible amortization expense

 

 

173

 

 

 

1,836

 

Acquisition expenses

 

 

12

 

 

 

11

 

Equity in (earnings) losses from
   investments in JV Properties

 

 

359

 

 

 

536

 

Equity in (earnings) losses from
   investments in Managed REITs

 

 

257

 

 

 

216

 

Other, net

 

 

125

 

 

 

(1,193

)

Interest expense

 

 

17,294

 

 

 

14,905

 

Income tax expense (benefit)

 

 

347

 

 

 

(134

)

Total net operating income

 

$

35,413

 

 

$

35,523

 

(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $1.9 million and $1.8 million of Tenant Protection Program revenue was earned at same store facilities during the three months ended June 30, 2024 and 2023, respectively, with the remaining approximately $0.1 million and $0.1 million earned at non same-store facilities during the three months ended June 30, 2024 and 2023, respectively.

Comparison of the six months ended June 30, 2024 and 2023

Total Self Storage Revenues

Total self storage related revenues for the six months ended June 30, 2024 and 2023 were approximately $107.6 million and $107.3 million, respectively. The increase in total self storage revenues of approximately $0.3 million, or approximately 0.3%, is primarily attributable to an increase in non same-store revenues of approximately $0.4 million.

We expect self storage revenues to primarily fluctuate based on the performance of our same-store pool, which will be influenced by the overall economic environment and increases in self storage supply, amongst other things.

Managed REIT Platform Revenues

Managed REIT Platform revenues for the six months ended June 30, 2024 and 2023 were approximately $5.4 million and $6.6 million, respectively. The decrease in Managed REIT Platform revenues of approximately $1.2 million is primarily attributable to decreased acquisition fees as compared to the same period in the prior year. We earned approximately $1.9

70


 

million in acquisition fees from SST VI in June 2023 as a result of a multi-property portfolio acquisition. Managed REIT Platform revenues were reduced as compared to the prior year to a lesser extent by the effect of sponsor funding reductions recorded. Such decrease in Managed REIT Platform revenues was partially offset by increased Tenant Protection Program fees, property management and asset management fees as a result of increased assets under management. We expect Managed REIT Platform Revenue to fluctuate commensurate with our Managed REITs' increase in operations and assets under management, as well as reductions to such revenue in connection with the Sponsor Funding Agreement as SST VI continues to sell shares in its public offering.

Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the six months ended June 30, 2024 and 2023 were approximately $3.2 million and $2.8 million, respectively. Such revenues consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs is primarily related to the growth in the Managed REITs' assets under management. We expect reimbursable costs from Managed REITs to increase in future periods as a result of additional acquisitions by our Managed REITs. We further expect reimbursable costs from Managed REITs to generally fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

Property Operating Expenses

Property operating expenses for the six months ended June 30, 2024 and 2023 were approximately $35.1 million (or 33% of self storage revenue) and $33.0 million (or 31% of self storage revenue), respectively. Property operating expenses include the costs to operate our facilities including compensation related expenses, utilities, insurance, real estate taxes, and property related marketing. The increase in property operating expenses of approximately $2.1 million is largely attributable to increased compensation related expenses, property insurance costs, property taxes, advertising expenses, and repairs and maintenance expenses. We expect property operating expenses to fluctuate commensurate with inflationary pressures and any future acquisitions.

Managed REIT Platform Expenses

Managed REIT Platform expenses for the six months ended June 30, 2024 and 2023 were approximately $1.5 million and $1.2 million, respectively. Such expenses primarily consisted of expenses related to non-reimbursable costs associated with the operation of the Managed REIT Platform and the Administrative Services Agreement (as discussed in Note 10 – Related Party Transactions, of the notes to consolidated financial statements contained in this report). The increase in Managed REIT Platform Expenses is primarily related to growth in the Managed REITs' assets under management. We expect Managed REIT Platform expenses to fluctuate in future periods commensurate with our level of activity related to the Managed REITs.

Reimbursable Costs from Managed REITs

Reimbursable costs from Managed REITs for the six months ended June 30, 2024 and 2023 were approximately $3.2 million and $2.8 million, respectively. Such expenses consist of costs incurred by us as we provide property management and advisory services to the Managed REITs, which are reimbursed by the Managed REITs, pursuant to our related contracts with the Managed REITs. The increase in reimbursable costs from Managed REITs is primarily related to the growth in the Managed REITs' assets under management. We expect reimbursable costs from the Managed REITs to fluctuate commensurate with our Managed REITs' increase in operations as we receive reimbursement for providing such services.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2024 and 2023 were approximately $15.2 million and $13.7 million, respectively. Such expenses consist primarily of compensation related costs, legal expenses, accounting expenses, transfer agent fees, directors and officers’ insurance expense and board of directors related costs. During the six months ended June 30, 2024 and 2023, we recorded expenses of approximately $0.3 million and none, respectively, related to our filing of an amendment to our registration statement on Form S-11 and related costs in pursuit of a potential offering of our common stock. The remaining increase in general and administrative expenses was primarily attributable to increased legal expenses and compensation related costs incurred during the six months ended June 30, 2024. We expect general and administrative expenses to decrease as a percentage of total revenues over time.

71


 

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the six months ended June 30, 2024 and 2023 were approximately $27.5 million and $30.4 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of our in place lease intangible assets resulting from our self storage acquisitions and amortization of certain intangible assets acquired in the Self Administration Transaction. The decrease in depreciation and amortization expense is primarily attributable to the intangible amortization expense related to our in place lease intangible assets recorded in connection with the SSGT II Merger which became fully amortized in November 2023.

Acquisition Expenses

Acquisition expenses for the six months ended June 30, 2024 and 2023 were approximately $83,000 and $42,000, respectively. These acquisition expenses were incurred prior to acquisitions becoming probable in accordance with our capitalization policy.

Equity in earnings (losses) from investments in JV Properties

Losses from our equity method investments in the JV Properties for the six months ended June 30, 2024 and 2023 were approximately $0.7 million and $0.9 million, respectively, driven by improved performance of the underlying properties. Losses from our equity method investments in the JV Properties consists of our allocation of earnings and losses from our joint ventures with SmartCentres.

Equity in earnings (losses) from investments in Managed REITs

Losses from our equity method investments in the Managed REITs for the six months ended June 30, 2024 and 2023 were approximately $0.7 million and $0.4 million, respectively. Losses from our equity method investments in the Managed REITs consists primarily of our allocation of earnings and losses from our investments in SST VI and SSGT III.

Other, Net

Other, net for the six months ended June 30, 2024 and 2023 was approximately $0.4 million and $1.9 million of income, respectively. Other, net consists primarily of certain state tax expenses, foreign currency fluctuations, changes in value related to our foreign currency and interest rate hedges not designated for hedge accounting, and interest income from loans issued to our Managed REITs, and other miscellaneous items. The unfavorable variance of approximately $1.5 million is primarily due to unfavorable fair value adjustments associated with our SOFR interest rate hedges not designated for hedge accounting during the six months ended June 30, 2024, and to a lesser extent, less financing fee revenue as compared to the same period in the prior year. These changes were partially offset by increased interest income from loans issued to our Managed REITs.

Interest Expense

Interest expense for the six months ended June 30, 2024 and 2023 was approximately $33.8 million and $29.6 million, respectively. Interest expense includes interest expense on our debt, accretion of fair market value adjustments of our debt, amortization of debt issuance costs, and the impact of our interest rate derivatives designated for hedge accounting. The increase of approximately $4.2 million is primarily attributable to an increase in net rates on our variable rate debt, inclusive of the impact of interest rate hedges, as applicable as well as increased borrowings compared to the same period in the prior year. The increase in net rates is primarily attributable to a beneficial interest rate hedge which capped SOFR at 1.75% for $125 million of our debt during the six months ended June 30, 2023, which expired on June 30, 2023, and did not provide any benefit during the six months ended June 30, 2024. We expect interest expense to fluctuate in future periods commensurate with our future debt levels and fluctuations in interest rates.

Loss on Debt Extinguishment

Loss on debt extinguishment for the six months ended June 30, 2024 and 2023 was approximately $0.5 million, and none, respectively. Loss on debt extinguishment for the six months ended June 30, 2024 was related to certain unamortized debt issuance costs associated with the 2021 Credit Facility which were expensed in connection with the execution of the new 2024 Credit Facility. (See Note 5 – Debt, for additional information.)

72


 

Income Tax Expense

Income tax expense for the six months ended June 30, 2024 and 2023 was approximately $0.7 million and $0.1 million, respectively. Income tax consists primarily of state, federal, and Canadian income tax. We expect our income tax expense to increase in future periods primarily related to our operations in Canada.

 

Same-Store Facility Results - six months ended June 30, 2024 and 2023

We consider the data below to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity. The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2023, excluding four other properties) for the six months ended June 30, 2024 and 2023 (in thousands unless otherwise noted).

 

 

 

Same-Store Facilities

 

 

Non Same-Store Facilities

 

Total

 

 

 

2024

 

 

2023

 

 

%
Change

 

 

2024

 

 

2023

 

 

%
Change

 

2024

 

 

2023

 

 

%
Change

 

Revenue (1)

 

$

100,850

 

 

$

101,057

 

 

 

(0.2

)%

 

$

2,819

 

 

$

2,428

 

 

N/M

 

$

103,669

 

 

$

103,485

 

 

 

0.2

%

Property operating
   expenses
(2)

 

 

33,051

 

 

 

31,658

 

 

 

4.4

%

 

 

1,778

 

 

 

1,241

 

 

N/M

 

 

34,829

 

 

 

32,899

 

 

 

5.9

%

Net operating
   income

 

$

67,799

 

 

$

69,399

 

 

 

(2.3

)%

 

$

1,041

 

 

$

1,187

 

 

N/M

 

$

68,840

 

 

$

70,586

 

 

 

(2.5

)%

Number of
   facilities

 

 

149

 

 

 

149

 

 

 

 

 

 

6

 

 

 

4

 

 

 

 

 

155

 

 

 

153

 

 

 

 

Rentable square
   feet
(3)

 

 

11,464,135

 

 

 

11,440,030

 

 

 

 

 

 

533,300

 

 

 

354,700

 

 

 

 

 

11,997,435

 

 

 

11,794,730

 

 

 

 

Average physical
   occupancy
(4)

 

 

92.5

%

 

 

93.2

%

 

 

(0.8

)%

 

NM

 

 

NM

 

 

NM

 

 

91.8

%

 

 

92.9

%

 

 

(1.2

)%

Annualized rent
   per occupied
   square foot
(5)

 

$

19.82

 

 

$

19.73

 

 

 

0.5

%

 

NM

 

 

NM

 

 

NM

 

$

19.66

 

 

$

19.69

 

 

 

(0.1

)%

 

N/M Not meaningful

(1)
Revenue includes rental revenue, certain ancillary revenue, administrative and late fees, and excludes Tenant Protection Program revenue.
(2)
Property operating expenses excludes corporate general and administrative expenses, interest expense, depreciation, amortization expense, Tenant Protection Program related expense, and acquisition expenses.
(3)
Of the total rentable square feet, parking represented approximately 1,042,000 square feet as of June 30, 2024 and approximately 1,017,000 square feet as 2023, respectively. On a same-store basis, for the same periods, parking represented approximately 989,000 square feet. Amount not in thousands.
(4)
Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period.
(5)
Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate. We have excluded the realized rental revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot. Amount not in thousands.

 

Our same-store revenue decreased by approximately $0.2 million, or approximately 0.2%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 due to an approximately 0.8% decrease in average occupancy, partially offset by an approximately 0.5% increase in annualized rent per occupied square foot. The increase in property operating expenses is primarily attributable to compensation related expenses, property insurance, property taxes, repairs and maintenance, and advertising expense.

The following table presents a reconciliation of net income (loss) as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands):

 

73


 

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(2,344

)

 

$

6,312

 

Adjusted to exclude:

 

 

 

 

 

 

Tenant Protection Program revenue(1)

 

 

(3,976

)

 

 

(3,840

)

Tenant Protection Program
   related expense

 

 

256

 

 

 

116

 

Managed REIT Platform revenue

 

 

(5,405

)

 

 

(6,597

)

Managed REIT Platform expenses

 

 

1,500

 

 

 

1,231

 

General and administrative

 

 

15,240

 

 

 

13,719

 

Depreciation

 

 

27,221

 

 

 

26,648

 

Intangible amortization expense

 

 

245

 

 

 

3,756

 

Acquisition expenses

 

 

82

 

 

 

42

 

Equity in (earnings) losses from
   investments in JV Properties

 

 

688

 

 

 

941

 

Equity in (earnings) losses from
   investments in Managed REITs

 

 

709

 

 

 

450

 

Other, net

 

 

(384

)

 

 

(1,943

)

Interest expense

 

 

33,848

 

 

 

29,608

 

Loss on debt extinguishment

 

 

471

 

 

 

 

Income tax (expense) benefit

 

 

689

 

 

 

143

 

Total net operating income

 

$

68,840

 

 

$

70,586

 

(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $3.8 million and $3.7 million of Tenant Protection Program revenue was earned at same store facilities during the six months ended June 30, 2024 and 2023, respectively, with the remaining approximately $0.2 million and $0.2 million earned at non same-store facilities during the six months ended June 30, 2024 and 2023, respectively.

 

 

74


 

Non-GAAP Financial Measures

Funds from Operations

Funds from operations (“FFO”), is a non-GAAP financial metric promulgated by the National Association of Real Estate Investment Trusts (NAREIT) that we believe is an appropriate supplemental measure to reflect our operating performance. We define FFO consistent with the standards established by the White Paper on FFO approved by the board of governors of NAREIT, or the White Paper. The White Paper defines FFO as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and real estate related asset impairment write downs, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Additionally, gains and losses from change in control are excluded from the determination of FFO. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. Our FFO calculation complies with NAREIT’s policy described above.

FFO, as Adjusted

We use FFO, as adjusted, as an additional non-GAAP financial measure to evaluate our operating performance. FFO, as adjusted, provides investors with supplemental performance information that is consistent with the performance models and analysis used by management. In addition, FFO, as adjusted, is a measure used among our peer group, which includes publicly traded REITs. Further, we believe FFO, as adjusted, is useful in comparing the sustainability of our operating performance with the sustainability of the operating performance of other real estate companies.

In determining FFO, as adjusted, we make further adjustments to the NAREIT computation of FFO to exclude the effects of non-real estate related asset impairments and intangible amortization, acquisition related costs, other write-offs incurred in connection with acquisitions, contingent earnout expenses, accretion of fair value of debt adjustments, amortization of debt issuance costs, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which we believe are not indicative of our overall long-term operating performance. We exclude these items from GAAP net income (loss) to arrive at FFO, as adjusted, as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our continuing operating portfolio performance over time, which in any respective period may experience fluctuations in such acquisition, merger or other similar activities that are not of a long-term operating performance nature. FFO, as adjusted, also reflects adjustments for unconsolidated partnerships and jointly owned investments. We use FFO, as adjusted, as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies.

Presentation of FFO and FFO, as adjusted, is intended to provide useful information to investors as they compare the operating performance of different REITs. However, not all REITs calculate FFO and FFO, as adjusted, the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and FFO, as adjusted, are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and FFO, as adjusted, should be reviewed in conjunction with other measurements as an indication of our performance.

 

 

75


 

 

The following is a reconciliation of net income (loss) (attributable to common stockholders), which is the most directly comparable GAAP financial measure, to FFO and FFO, as adjusted (attributable to common stockholders), and FFO and FFO, as adjusted (attributable to common stockholders and OP unit holders) for each of the periods presented below (in thousands):

 

 

Three Months
Ended
June 30, 2024

 

 

Three Months
Ended
June 30, 2023

 

 

Six Months
Ended
June 30, 2024

 

 

Six Months
Ended
June 30, 2023

 

Net (loss) income
     (attributable to common stockholders)

 

$

(3,821

)

 

$

393

 

 

$

(8,469

)

 

$

(997

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of real estate

 

 

13,354

 

 

 

13,111

 

 

 

26,663

 

 

 

26,167

 

Amortization of real estate related intangible assets

 

 

100

 

 

 

1,763

 

 

 

100

 

 

 

3,609

 

Depreciation and amortization of real estate and
      intangible assets from unconsolidated entities

 

 

657

 

 

 

597

 

 

 

1,195

 

 

 

1,100

 

Deduct:

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for noncontrolling interests
   in our Operating Partnership
(1)

 

 

(1,695

)

 

 

(1,811

)

 

 

(3,347

)

 

 

(3,599

)

FFO (attributable to common stockholders)

 

$

8,595

 

 

$

14,053

 

 

$

16,142

 

 

$

26,280

 

Other Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Intangible amortization expense - contracts (2)

 

 

73

 

 

 

73

 

 

 

146

 

 

 

146

 

Acquisition expenses (3)

 

 

12

 

 

 

11

 

 

 

82

 

 

 

42

 

Acquisition expenses and foreign currency
  (gains) losses, net from unconsolidated entities

 

 

(10

)

 

 

68

 

 

 

69

 

 

 

120

 

Accretion of fair market value of secured debt

 

 

77

 

 

 

3

 

 

 

80

 

 

 

6

 

Foreign currency and interest rate derivative
   losses (gains), net
(4)

 

 

749

 

 

 

(707

)

 

 

638

 

 

 

(322

)

Offering related expenses (5)

 

 

3

 

 

 

 

 

 

330

 

 

 

 

Adjustment of deferred tax assets and liabilities (2)

 

 

102

 

 

 

(305

)

 

 

320

 

 

 

(185

)

Sponsor funding reduction (6)

 

 

199

 

 

 

 

 

 

380

 

 

 

 

Amortization of debt issuance costs (2)

 

 

972

 

 

 

654

 

 

 

1,774

 

 

 

1,365

 

Net loss on extinguishment of debt (7)

 

 

 

 

 

 

 

 

471

 

 

 

 

Adjustment for noncontrolling interests
   in our Operating Partnership
(1)

 

 

(261

)

 

 

24

 

 

 

(514

)

 

 

(136

)

FFO, as adjusted (attributable to common
      stockholders)
(8)

 

$

10,511

 

 

$

13,874

 

 

$

19,918

 

 

$

27,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO (attributable to common stockholders)

 

$

8,595

 

 

$

14,053

 

 

$

16,142

 

 

$

26,280

 

Net (loss) income attributable to the noncontrolling
       interests in our Operating Partnership

 

 

(98

)

 

 

504

 

 

 

(307

)

 

 

737

 

Adjustment for noncontrolling interests
   in our Operating Partnership
(1)

 

 

1,695

 

 

 

1,811

 

 

 

3,347

 

 

 

3,599

 

FFO (attributable to common stockholders and
    OP unit holders)

 

$

10,192

 

 

$

16,368

 

 

$

19,182

 

 

$

30,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO, as adjusted (attributable to common stockholders)

 

$

10,511

 

 

$

13,874

 

 

$

19,918

 

 

$

27,316

 

Net (loss) income attributable to the noncontrolling
       interests in our Operating Partnership

 

 

(98

)

 

 

504

 

 

 

(307

)

 

 

737

 

Adjustment for noncontrolling interests
   in our Operating Partnership
(1)

 

 

1,956

 

 

 

1,787

 

 

 

3,861

 

 

 

3,735

 

FFO, as adjusted (attributable to common
    stockholders and OP unit holders)
(8)

 

$

12,369

 

 

$

16,165

 

 

$

23,472

 

 

$

31,788

 

 

 

(1) This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to our noncontrolling interests in our Operating Partnership.

 

76


 

(2) These items represent the amortization, accretion, or adjustment of intangible assets, debt issuance costs, or deferred tax assets and liabilities.

 

(3) This represents acquisition expenses associated with investments in real estate that were incurred prior to the acquisitions becoming probable and therefore not capitalized in accordance with our capitalization policy.

 

 

(4) This represents the mark-to-market adjustment for our derivative instruments not designated for hedge accounting and the ineffective portion of the change in fair value of derivatives recognized in earnings, as well as changes in foreign currency related to our foreign equity investments not classified as long term.

 

(5) Such costs relate to our filing of a registration statement on Form S-11 and our pursuit of a potential offering of our common stock. As this item is non-recurring and not a primary driver in our decision-making process, FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.

 

(6) Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return

receives Series C Units in Strategic Storage Operating Partnership VI, L.P. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI. See Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements. FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.

 

(7) The net loss associated with the extinguishment of debt includes prepayment penalties, defeasance costs, the write-off of unamortized deferred financing fees, and other fees incurred.

 

(8) Our calculation of FFO, as adjusted was modified in the period ended June 30, 2024, to add back the amortization of debt issuance costs. Accordingly, the prior periods have been presented here based on the current calculation, which differs from what was previously reported for such periods. This modification was made to reflect what management believes is a more appropriate calculation in light of recently completed debt refinancings.

 

 

FFO, as adjusted declined compared to the same period in the prior year primarily as a result of the effects of increased interest expense on net income, and to a lesser extent, a reduction in property net operating income.

Cash Flows

A comparison of cash flows for operating, investing and financing activities for the six months ended June 30, 2024 and 2023 is as follows (in thousands):

 

 

Six Months Ended

 

 

 

 

 

 

June 30, 2024

 

 

June 30, 2023

 

 

Change

 

Net cash flow provided by (used in):

 

 

 

 

 

 

 

 

 

Operating activities

 

$

31,674

 

 

$

45,313

 

 

$

(13,639

)

Investing activities

 

$

(13,179

)

 

$

18,191

 

 

$

(31,370

)

Financing activities

 

$

(29,125

)

 

$

(67,137

)

 

$

38,012

 

 

 

Cash flows provided by operating activities for the six months ended June 30, 2024 and 2023 were approximately $31.7 million and $45.3 million, respectively, a decrease of approximately $13.6 million. The decrease in cash provided by our operating activities is primarily the result of a decrease of approximately $7.2 million in net income when excluding the impact of non-cash items and a net decrease in operating cash flows due to changes in working capital of approximately $6.4 million as compared to the same period in the prior year. The change in net income was primarily as a result of increased property operating expenses and interest expense. The change in working capital was primarily a result of an increase in Managed REIT receivables.

 

Cash flows used in investing activities for the six months ended June 30, 2024 were approximately $13.2 million and cash flows provided by investing activities for the six months ended June 30, 2023 were approximately $18.2 million,

77


 

respectively, a change of approximately $31.4 million. The net change in cash used in investing activities primarily relates to a net change of approximately $25.5 million in cash flows related to our investments in the Managed REITs. During the six months ended June 30, 2024, $4.0 million of cash was received from the repayment of such investments, as compared to approximately $29.5 million of net cash received related to such investments for the same period in the prior year.

 

Cash flows used in financing activities for the six months ended June 30, 2024 and 2023 were approximately $29.1 million and $67.1 million, respectively, a change of approximately $38.0 million. The change in cash used in financing activities is primarily attributable to net debt proceeds, inclusive of debt issuance costs, received of approximately $12.4 million during the six months ended June 30, 2024, as compared to net debt cash outflows of approximately $28.3 million during the six months ended June 30, 2023.

Liquidity and Capital Resources

Short-Term Liquidity and Capital Resources

Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, property developments and improvements, investments in our Managed REITs, required payments pursuant to our Sponsor Funding Agreement, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification. We generally expect that we will meet our short-term liquidity requirements from the combination of existing cash balances and net cash provided from property operations and the Managed REIT Platform and further supported by our 2024 Credit Facility. Alternatively, we may issue additional secured or unsecured financing from banks or other lenders, or we may enter into various other forms of financing.

In April 2022, we received our initial investment grade credit rating of BBB- from Kroll Bond Rating Agency, Inc. In accordance with the Note Purchase Agreement, we intend to maintain a credit rating on an annual basis. This rating was reaffirmed by Kroll in April 2024.

Our 2024 Credit Facility contains a borrowing base requirement, which is impacted by treasury yields. Increases to treasury yields could negatively impact our borrowing base calculation and limit our ability to borrow pursuant to the 2024 Credit Facility. Volatility in the debt and equity markets and continued and/or further impact of rising treasury yields, interest rates, inflation and other economic events will depend on future developments, which are highly uncertain. Such events may have an impact on our current liquidity in the short-term. If such events were to occur in the short-term we would expect to take certain steps, including but not limited to refinancing certain of our current loans, and adding additional properties onto our 2024 Credit Facility, each of which we expect would increase our borrowing availability. Moreover, continued uncertainty or deterioration in the debt and equity markets, or continued increases in treasury yields and interest rates, over an extended period of time, could also potentially impact our liquidity over the long-term. If such events were to occur in the long-term, we would expect to take other additional steps, including but not limited to other sources of capital such as proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments, and additional public or private offerings.

Distribution Policy and Distributions

Preferred Stock Dividends

The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum, which accrues daily but is payable quarterly in arrears. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing (October 29, 2024), the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is either converted or repurchased in full.

Common Stock Distributions

On June 26, 2024, our board of directors declared a distribution rate for the month of July 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such

78


 

shares as shown on our books at the close of business on July 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

On July 26, 2024, our board of directors declared a distribution rate for the month of August 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on August 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

Background and History of Common Stock Distributions

Since 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. The terms of the Series A Convertible Preferred Stock place certain restrictions on our ability to pay distributions to our common stockholders. In general, we are prohibited from paying distributions to our common stockholders other than regular cash dividends on a basis consistent with past practice and dividends payable in shares of common stock in connection with an initial listing of such shares. Accordingly, we are presently only permitted to pay cash distributions, which may be reinvested in stock pursuant to our DRP, unless otherwise approved by the holder of the Series A Convertible Preferred Stock. Absent the foregoing restrictions, our charter allows our board of directors to authorize payments to stockholders in cash or other assets of the Company or in stock, including in stock of one class payable to holders of stock of another class.

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 or other financing sources.

Distributions are paid to our common stockholders based on the record date selected by our board of directors. Such distributions are based on monthly declaration. 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 are authorized at the discretion of our board of directors, which are directed, in substantial part, by its obligation to cause us to comply with the REIT requirements of the Code. Absent the restrictions noted above, our board of directors may increase, decrease or eliminate the distribution rate that is being paid on our common stock at any time. Distributions are made on all classes of our common stock at the same time. The funds that are available for distribution may be affected by a number of factors, including the following:

our operating and interest expenses;
our ability to keep our properties occupied;
our ability to maintain or increase rental rates;
increases to our property operating expenses
construction defects or capital improvements;
capital expenditures and reserves for such expenditures;
the issuance of additional shares;
financings and refinancings; and
dividends with respect to the outstanding shares of our Series A Convertible Preferred Stock.

79


 

The following shows our distributions paid and the sources of such distributions for the respective periods presented (in thousands):

 

 

Six Months
Ended
June 30, 2024

 

 

 

 

 

Six Months
Ended
June 30, 2023

 

 

 

 

Distributions paid in cash — common stockholders

 

$

17,733

 

 

 

 

 

$

23,456

 

 

 

 

Distributions paid in cash — noncontrolling interests

 

 

4,636

 

 

 

 

 

 

4,144

 

 

 

 

Distributions paid in cash — preferred stockholders

 

 

6,259

 

 

 

 

 

 

6,233

 

 

 

 

Distributions reinvested

 

 

11,376

 

 

 

 

 

 

5,974

 

 

 

 

Total distributions

 

$

40,004

 

 

 

 

 

$

39,807

 

 

 

 

Source of distributions

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by operations

 

$

31,674

 

 

 

79

%

 

$

39,807

 

 

 

100

%

Cash on hand

 

 

 

 

 

0

%

 

 

 

 

 

0

%

Offering proceeds from distribution
   reinvestment plan

 

 

8,330

 

 

 

21

%

 

 

 

 

 

0

%

Total sources

 

$

40,004

 

 

 

100

%

 

$

39,807

 

 

 

100

%

From our inception through June 30, 2024, we paid cumulative distributions of approximately $440.2 million, of which approximately $347.8 million were paid to common stockholders, as compared to cumulative FFO (attributable to common stockholders) of approximately $136.0 million.

For the six months ended June 30, 2024, we paid distributions of approximately $40.0 million, of which approximately $29.1 million were paid to common stockholders, as compared to FFO (attributable to common stockholders) of approximately $16.1 million.

For the six months ended June 30, 2023, we paid distributions of approximately $39.8 million, of which approximately $23.5 million were paid to common stockholders, as compared to FFO (attributable to common stockholders) of approximately $26.3 million.

The payment of distributions from sources other than FFO 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.

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 may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from available funds or from debt financing and pursuant to our distribution reinvestment plan. 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.

80


 

Indebtedness

As of June 30, 2024, our net debt was approximately $1,106.6 million, which included approximately $519.2 million in fixed rate debt and approximately $590.9 million in variable rate debt, less approximately $3.4 million in net debt issuance costs. See Note 5 – Debt, of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

As of June 30, 2024, approximately $70.0 million CAD or approximately $51.2 million in USD, was outstanding on the RBC JV Term Loan, and approximately $63.4 million CAD or approximately $46.4 million in USD was outstanding on the SmartCentres Financing. See Note 4 – Investments in Unconsolidated Real Estate Ventures, of the Notes to the Consolidated Financial Statements contained in this report for additional information.

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for our property operating expenses, general and administrative expenses, Managed REIT Platform expenses, debt service payments, capital expenditures, property acquisitions, investments in our Managed REITs, required payments pursuant to the Sponsor Funding Agreement, and distributions to our Series A Convertible Preferred stockholder, limited partners in our Operating Partnership, and our stockholders, as necessary to maintain our REIT qualification.

Long-term potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, issuance of equity instruments, undistributed funds from operations, and additional public or private offerings. 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.

Our material cash requirements from contractual and other obligations primarily relate to our debt obligations. The expected timing of those outstanding principal payments are shown in the table below. The information in this section should be read in conjunction with Note 5 – Debt, and Note 12 – Commitments and Contingencies, of the Notes to the Consolidated Financial Statements contained within this report.

The following table presents the future principal payments required on outstanding debt as of June 30, 2024 (in thousands):

 

2024

 

$

1,825

 

2025

 

 

3,935

 

2026

 

 

94,304

 

2027

 

 

637,979

 

2028

 

 

77,498

 

2029 and thereafter

 

 

294,500

 

Total payments

 

$

1,110,041

 

 

 

As of June 30, 2024, pursuant to various contractual relationships, we are required to make other payments in the amounts of approximately $2.6 million, $7.7 million, and $0.5 million during the years ending December 31, 2024, 2025, and 2026, respectively.

As of June 30, 2024, pursuant to the SSGT III Mezzanine Loan we were potentially required to fund an additional $1.5 million in debt to SSGT III, at their option.

Through June 30, 2024, we have incurred approximately $8.1 million in connection with the Sponsor Funding Agreement, representing approximately 871,000 subordinated units. During the three and six months ended June 30, 2024 we incurred approximately $0.6 million and $1.3 million, respectively, of which approximately $0.2 million was accrued as a payable pursuant to the Sponsor Funding Agreement.

As of June 30, 2024, the maximum remaining commitment of SRA pursuant to the Sponsor Funding Agreement is approximately $62.5 million if SST VI were to sell the maximum amount under its current offering of $1.0 billion.

See Note 10 – Related Party Transactions, of the Notes to the Consolidated Financial Statements for more information about our obligations under these agreements.

For cash requirements related to potential acquisitions currently under contract, please see Note 3 – Real Estate Facilities and Note 4 – Investments in Unconsolidated Real Estate Ventures of the Notes to the Consolidated Financial Statements.

81


 

Subsequent Events

Please see Note 14 – Subsequent Events 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.

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 June 30, 2024, our net debt was approximately $1,106.6 million, which included approximately $519.2 million in fixed rate debt and approximately $590.9 million in variable rate debt, less approximately $3.4 million in net debt issuance costs. See Note 5 – Debt, of the Notes to the Consolidated Financial Statements for more information about our indebtedness.

As of December 31, 2023, our net debt was approximately $1,087 million, which included approximately $523 million in fixed rate debt, approximately $569 million in variable rate debt and approximately $0.1 million in net debt discount, and approximately $4.3 million in net debt issuance costs. Our debt instruments were entered into for other than trading purposes.

Changes in interest rates have different impacts on the fixed and variable debt. A change in interest rates on fixed rate debt impacts its fair value but has no impact on interest incurred or cash flows. 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 as of June 30, 2024, net of our interest rate derivatives, would decrease future earnings and cash flows by approximately $0.7 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 annual debt maturities and average interest rates, excluding the impact of our interest rate hedges, on our outstanding debt as of June 30, 2024 (in thousands):

 

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Total

 

Fixed rate debt

 

$

1,382

 

 

$

2,984

 

 

$

93,270

 

 

$

49,549

 

 

$

77,498

 

 

$

294,500

 

 

$

519,183

 

Average interest
     rate
(1)

 

 

4.96

%

 

 

4.96

%

 

 

5.04

%

 

 

5.23

%

 

 

5.23

%

 

 

5.14

%

 

 

 

Variable rate debt

 

$

443

 

 

$

951

 

 

$

1,034

 

 

$

588,430

 

 

$

 

 

$

 

 

$

590,858

 

Average interest
     rate
(1)

 

 

7.28

%

 

 

7.28

%

 

 

7.28

%

 

 

7.28

%

 

N/A

 

 

N/A

 

 

 

 

 

(1) Interest expense for fixed rate debt was calculated based upon the contractual rate and the interest expense on variable rate debt was calculated based on the rate in effect on June 30, 2024, excluding the impact of interest rate derivatives. (See Note 5 – Debt for additional information.) Debt denominated in foreign currency has been converted based on the rate in effect as of June 30, 2024.

Currently, our only foreign exchange rate risk comes from our Canadian properties and the Canadian Dollar (“CAD”). Our existing foreign currency hedges mitigate most of our foreign currency exposure of our net CAD denominated investments; however, we generate all of our revenues and expend essentially all of our operating expenses and third party

82


 

CAD-denominated debt service costs related to our Canadian Properties in 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.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

83


 

PART II. OTHER INFORMATION

None.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)
None.
(b)
Not applicable.
(c)
Our share redemption program enabled our stockholders to have their shares redeemed by us, subject to the significant conditions and limitations described in our publicly filed documents. During the three months ended June 30, 2024, 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
of Shares That May
Yet be Purchased
Under the Plans
or Programs

 

 

April 30, 2024

 

 

 

 

$

 

 

 

 

 

 

4,567,229

 

 (1)

May 31, 2024

 

 

553,403

 

 

$

15.25

 

 

 

553,403

 

 

 

4,013,826

 

 (1)

June 30, 2024

 

 

 

 

$

 

 

 

 

 

 

4,013,826

 

 (1)

 

(1)
A description of the maximum number of shares that may be purchased under our share redemption program is included in Note 12 – Commitments and Contingencies, of the Notes to the Consolidated Financial Statements contained in this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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.

84


 

EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended June 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K).

 

Exhibit

No.

 

Description

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of February 24, 2022, by and among SmartStop Self Storage REIT, Inc., Strategic Storage Growth Trust II, Inc., and SSGT II Merger Sub, LLC, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on February 24, 2022, Commission File No. 000-55617

 

 

 

3.1

 

Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on September 19, 2019, Commission File No. 000-55617

 

 

 

3.2

 

Articles Supplementary for Series A Convertible Preferred Stock of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 30, 2019, Commission File No. 000-55617

 

 

 

3.3

 

Articles of Amendment to the Second Articles of Amendment and Restatement of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2021, Commission File No. 000-55617

 

 

 

 

3.4

 

Articles of Merger Between SmartStop Self Storage REIT, Inc. and SSGT II Merger Sub, LLC, incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed on March 18, 2024, Commission File No. 000-55617

 

 

 

3.5

 

Amended and Restated Bylaws of SmartStop Self Storage REIT, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 19, 2019, Commission File No. 000-55617

 

 

 

10.1

 

Conformed Copy of Amended Note Purchase Agreement as amended by the First Amendment to Note Purchase Agreement dated April 19, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 29, 2024, Commission File No. 000-55617

 

 

 

 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 SmartStop Self Storage REIT, Inc. financial information for the three and six months ended June 30, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss) (iv) Consolidated Statements of Equity and Temporary Equity, (v) Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

104*

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 has been formatted in Inline XBRL.

* Filed herewith.

 

Certain instruments defining rights of holders of long-term debt of the company and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Upon request, the company agrees to furnish to the SEC copies of such instruments.

85


 

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.

SMARTSTOP SELF STORAGE REIT, INC.

(Registrant)

 

 

 

Dated: August 13, 2024

By:

/s/ James R. Barry

James R. Barry

Chief Financial Officer and Treasurer

(Principal Financial Officer)

86


EX-31.1 2 ck0001585389-ex31_1.htm EX-31.1 EX-31.1

 

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, H. Michael Schwartz, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SmartStop Self Storage REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 13, 2024

By:

/s/ H. Michael Schwartz

H. Michael Schwartz

Chief Executive Officer

(Principal Executive Officer)

 


EX-31.2 3 ck0001585389-ex31_2.htm EX-31.2 EX-31.2

 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James R. Barry, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SmartStop Self Storage REIT, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 13, 2024

By:

/s/ James R. Barry

James R. Barry

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 


EX-32.1 4 ck0001585389-ex32_1.htm EX-32.1 EX-32.1

 

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of SmartStop Self Storage REIT, Inc. (the “Company”), in connection with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) hereby certifies, to his knowledge, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2024

By:

/s/ H. Michael Schwartz

H. Michael Schwartz

Chief Executive Officer

(Principal Executive Officer)

 

 


EX-32.2 5 ck0001585389-ex32_2.htm EX-32.2 EX-32.2

 

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of SmartStop Self Storage REIT, Inc. (the “Company”), in connection with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) hereby certifies, to his knowledge, that:

(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2024

By:

/s/ James R. Barry

James R. Barry

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

 


EX-101.SCH 6 ck0001585389-20240630.xsd XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 100000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 100010 - Statement - Consolidated Balance Sheets (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100020 - Disclosure - Income Taxes - Summary of the Company's Income tax Expense (Benefit) (Detail) 2 link:presentationLink link:calculationLink link:definitionLink 100030 - Statement - Consolidated Balance Sheets (Parenthetical) (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100040 - Statement - Consolidated Statements of Operations (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100050 - Statement - Consolidated Statements of Comprehensive Income (Loss) (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100060 - Statement - Consolidated Statements of Equity and Temporary Equity (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100070 - Statement - Consolidated Statements of Equity and Temporary Equity (Parenthetical) (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100080 - Statement - Consolidated Statements of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 100090 - Disclosure - Organization link:presentationLink link:calculationLink link:definitionLink 100100 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 100110 - Disclosure - Real Estate link:presentationLink link:calculationLink link:definitionLink 100120 - Disclosure - Investments in Unconsolidated Real Estate Ventures link:presentationLink link:calculationLink link:definitionLink 100130 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 100140 - Disclosure - Preferred Equity link:presentationLink link:calculationLink link:definitionLink 100150 - Disclosure - Derivative Instruments link:presentationLink link:calculationLink link:definitionLink 100160 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 100170 - Disclosure - Segment Disclosures link:presentationLink link:calculationLink link:definitionLink 100180 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 100190 - Disclosure - Equity Based Compensation link:presentationLink link:calculationLink link:definitionLink 100200 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 100210 - Disclosure - Declaration of Distributions link:presentationLink link:calculationLink link:definitionLink 100220 - Disclosure - Selected Quarterly Data link:presentationLink link:calculationLink link:definitionLink 100230 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 100240 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 100250 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 100260 - Disclosure - Real Estate (Tables) link:presentationLink link:calculationLink link:definitionLink 100270 - Disclosure - Investments in Unconsolidated Real Estate Ventures (Tables) link:presentationLink link:calculationLink link:definitionLink 100280 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 100290 - Disclosure - Derivative Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 100300 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 100310 - Disclosure - Segment Disclosures (Tables) link:presentationLink link:calculationLink link:definitionLink 100320 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 100330 - Disclosure - Equity Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 100340 - Disclosure - Subsequent Events (Tables) link:presentationLink link:calculationLink link:definitionLink 100350 - Disclosure - Organization - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100360 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100370 - Disclosure - Summary of Significant Accounting Policies - Summary of Sponsorship Funding Payments (Detail) link:presentationLink link:calculationLink link:definitionLink 100380 - Disclosure - Summary of Significant Accounting Policies - Estimated Useful Lives used to Depreciate Real Property Assets (Detail) link:presentationLink link:calculationLink link:definitionLink 100390 - Disclosure - Summary of Significant Accounting Policies - Summary of Fixed Rate Notes Payable (Details) link:presentationLink link:calculationLink link:definitionLink 100400 - Disclosure - Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 100410 - Disclosure - Summary of Significant Accounting Policies - Schedule of Computation of Earnings Per Common Share (Details) link:presentationLink link:calculationLink link:definitionLink 100420 - Disclosure - Summary of Significant Accounting Policies - Summary of Antidilutive Shares Excluded from Computation of Earnings per Share (Details) link:presentationLink link:calculationLink link:definitionLink 100430 - Disclosure - Real Estate - Schedule of Activity in Real Estate Facilities (Detail) link:presentationLink link:calculationLink link:definitionLink 100440 - Disclosure - Real Estate - Summary of Purchase Price Allocation for Real Estate Related Assets Acquired (Detail) link:presentationLink link:calculationLink link:definitionLink 100450 - Disclosure - Real Estate - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100460 - Disclosure - Summary of Reconciles Total Consideration Transferred (Detail) link:presentationLink link:calculationLink link:definitionLink 100470 - Disclosure - Summary of Reconciles Total Consideration Transferred (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100480 - Disclosure - Summary of Relative Fair Values of Assets Acquired and Liabilities Assumed (Detail) link:presentationLink link:calculationLink link:definitionLink 100490 - Disclosure - Summary of Relative Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100500 - Disclosure - Investments in Unconsolidated Real Estate Ventures - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 100510 - Disclosure - Investments in Unconsolidated Real Estate Ventures - Summary of Investments in Unconsolidated Real Estate Ventures (Details) link:presentationLink link:calculationLink link:definitionLink 100520 - Disclosure - Investments in Unconsolidated Real Estate Ventures - Summary of Investments in Unconsolidated Real Estate Ventures (Parenthetical) (Details) link:presentationLink link:calculationLink link:definitionLink 100530 - Disclosure - Debt - Schedule of Summarized Real Estate Secured Debt (Detail) link:presentationLink link:calculationLink link:definitionLink 100540 - Disclosure - Debt - Schedule of Summarized Real Estate Secured Debt (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100550 - Disclosure - Debt - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100560 - Disclosure - Debt - Future Principal Payment Requirements on Outstanding Debt (Detail) link:presentationLink link:calculationLink link:definitionLink 100570 - Disclosure - Preferred Equity - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 100580 - Disclosure - Derivative Instruments - Summary of Derivative Financial Instruments (Detail) link:presentationLink link:calculationLink link:definitionLink 100590 - Disclosure - Derivative Instruments - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100600 - Disclosure - Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Detail) link:presentationLink link:calculationLink link:definitionLink 100610 - Disclosure - Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100620 - Disclosure - Derivative Instruments - Summary of Effect of Derivative Financial Instruments Designated for Hedge Accounting, on Consolidated Statements of Operations (Details) link:presentationLink link:calculationLink link:definitionLink 100630 - Disclosure - Income Taxes - Summary of the Company's Income tax Expense (Benefit) (Detail) link:presentationLink link:calculationLink link:definitionLink 100640 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 100650 - Disclosure - Income Taxes - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 100660 - Disclosure - Segment Disclosures - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100670 - Disclosure - Segment Disclosures - Summary of Reportable Segments (Detail) link:presentationLink link:calculationLink link:definitionLink 100680 - Disclosure - Segment Disclosures - Summary of Total Assets by Segment (Detail) link:presentationLink link:calculationLink link:definitionLink 100690 - Disclosure - Segment Disclosures - Summary of Total Assets by Segment (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100700 - Disclosure - Related Party Transactions - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100710 - Disclosure - Related Party Transactions - Additional Information (Details1) link:presentationLink link:calculationLink link:definitionLink 100720 - Disclosure - Related Party Transactions - Summary of Related Party Costs (Detail) link:presentationLink link:calculationLink link:definitionLink 100730 - Disclosure - Related Party Transactions - Summary of Fees and Revenue Related to the Managed REITs (Detail) link:presentationLink link:calculationLink link:definitionLink 100740 - Disclosure - Related Party Transactions - Summary of Related Party Carrying Value of Investments In Advances (Detail) link:presentationLink link:calculationLink link:definitionLink 100750 - Disclosure - Related Party Transactions - Summary of Related Party Carrying Value of Investments In Advances (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100760 - Disclosure - Equity Based Compensation - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100770 - Disclosure - Equity Based Compensation - Schedule of Non- vested Restricted Stock Grants (Detail) link:presentationLink link:calculationLink link:definitionLink 100780 - Disclosure - Equity Based Compensation - Schedule of Non- vested Restricted Stock Grants (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 100790 - Disclosure - Commitments and Contingencies - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100800 - Disclosure - Declaration of Distributions - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 100810 - Disclosure - Subsequent Events - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink Due to affiliates Increase (Decrease) in Due to Affiliates First Anniversary Preferred Stock Redemption Period One [Member] Preferred stock redemption period one. Document Transition Report Document Transition Report KeyBank Bridge Loan KeyBank Bridge Loan [Member] Keybank bridge loan. Payments to other noncontrolling interest Payments to other noncontrolling interest Distributions paid to other noncontrolling interests USD United States of America, Dollars Issuance costs Payments of Stock Issuance Costs Offering costs Derivative Instruments, Gain (Loss) [Table Text Block] Summary of Effect of Derivative Financial Instruments designated for hedge accounting, on Consolidated Statements of Operations Geographical Geographical [Axis] Noncontrolling Interests Noncontrolling Interest [Member] Vesting period Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Debt Instruments [Abstract] Selected Quarterly Data Quarterly Financial Information [Text Block] Swingline Loans Swingline Loans [Member] Swingline loans. Schedule Of Segment Reporting Information By Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Real estate and construction in process included in accounts payable and accrued liabilities Real Estate And Construction In Process Included In Accounts Payable Real estate and construction in process included in accounts payable and accrued liabilities. Finite-Lived Intangible Asset, Expected Amortization, Year Two Total estimated future amortization expense of intangible assets, year 2025 Other assets Other Assets [Member] Scarborough, Ontario Scarborough Ontario [Member] Scarborough, Ontario. Preferred stock payment description Preferred Stock, Dividend Payment Terms Fair Value, Inputs, Level 1 [Member] Quoted Prices in Active Markets for Identical Assets (Level 1) 2024 Credit Facility. 2024 Credit Facility [Member] 2024 Credit Facility Summary of Activity in Real Estate Facilities Schedule of Real Estate Properties [Table Text Block] Document Information [Table] Document Information [Table] Public offering expiry date. Public Offering Expiry Date Public offering expiry date Strategic Storage Growth Trust I I I Tenant Protection Program Revenue [Member] Strategic Storage Growth Trust I I I Tenant Protection Program Revenue [Member] Strategic Storage Growth Trust I I I Tenant Protection Program Revenue Preferred Stock, shares authorized Temporary Equity, Shares Authorized Joint venture formation,funded amount joint venture Joint Venture Formation,Funded Amount Joint Venture Joint venture formation,funded amount joint venture. Income Taxes Income Tax, Policy [Policy Text Block] Standard Depreciable Life Property, Plant and Equipment, Useful Life Percentage of property occupied at time of acquisition. Percentage of Property Occupied at Time of Acquisition Percentage of property occupied at time of acquisition Revenue from Contract with Customer, Excluding Assessed Tax, Total Total revenues Revenue from Contract with Customer, Excluding Assessed Tax Managed REIT Platform Expenses Managed R E I T Platform Expenses [Member] Managed REIT platform expenses. Concentration Risk Type Concentration Risk Type [Axis] Equity Method Investments and Joint Ventures [Abstract] Short-term Debt, Type Short-Term Debt, Type [Axis] Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Dupont, Ontario Dupont, Ontario [Member] Dupont, Ontario [Member] Schedule Of Business Acquisitions By Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Rate of distributions payable monthly in arrears Rate Of Distributions Payable Monthly In Arrears Rate of distributions payable monthly in arrears. Summary of Relative Fair Values of Assets Acquired and Liabilities Assumed Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Loss contingency other non-cancellable future payment due year three Loss Contingency Other Non-Cancellable Future Payments Due in Year Three Loss contingency other non-cancellable future payments due in year three. Maximum dealer manager commission fee percentage of proceeds from Primary Offering Maximum Dealer Manager Commission Fees Percentage Of Proceed From Primary Offering Maximum dealer manager commission fees percentage of proceed from primary offering. KeyBank SST IV CMBS Loan Key Bank Sst Iv Cmbs Loan [Member] KeyBank SST IV CMBS loan. Title of Individual Title of Individual [Domain] Organization And Nature Of Operations [Table] Organization And Nature Of Operations [Table] Organization and Nature of Operations [Table] Ratio of Indebtedness to Net Capital Ratio of Total Indebtedness Long Term Incentive Plan Units [Member] Long term incentive plan units. Unvested LTIP Units LTIPs Subsequent Events Subsequent Events [Text Block] Cash distribution record date end Dividends Payable, Date of Record Name of Property Name of Property [Domain] Investments in real estate joint ventures Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Investments In Real Estate Joint Ventures Business combination, recognized identifiable assets acquired and liabilities assumed, investments in real estate joint ventures. Preferred Stock, shares issued Temporary Equity, Shares Issued Real Estate Assets Buildings Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings Percentage Of Revenue From Tenant Protection Programs Percentage Of Revenue From Tenant Protection Programs Percentage of revenue from tenant protection programs Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Schedule of Assets and Liabilities Measured at Fair Value Reconciliation Of Assets From Segment To Consolidated [Table] Reconciliation of Assets from Segment to Consolidated [Table] Loss contingency other non cancellable future payments due in year one. Loss Contingency Other Non-Cancellable Future Payments Due in Year One Loss contingency other non-cancellable future payments due in year one Depreciation of Personal Property Assets Depreciation Of Personal Property Assets Policy [Text Block] Depreciation Of Personal Property Assets Policy [Text Block] Schedule Of Stock By Class [Table] Schedule of Stock by Class [Table] Strategic Storage Growth Trust I I I Advisory Agreement [Member] Strategic Storage Growth Trust I I I Advisory Agreement [Member] Strategic Storage Growth Trust I I I Advisory Agreement Summary of Total Assets by Segment Reconciliation of Assets from Segment to Consolidated [Table Text Block] Net Income (Loss) Attributable to Noncontrolling Interest, Total Net Income (Loss) Attributable to Noncontrolling Interest Net (income) loss attributable to the noncontrolling interests Net income (loss) attributable to noncontrolling interests Net (income) loss attributable to noncontrolling interests SST IV Merger Agreement S S T I V Merger Agreement [Member] SST IV merger agreement. Debt Instrument, Unamortized Discount, Total Debt Instrument, Unamortized Discount Discount on secured debt Required percentage of self storage related assets of merger entity Required Percentage Of Self Storage Related Assets Of Merger Entity Required percentage of self storage related assets of merger entity. Midland North Carolina CMBS Loan Midland North Carolina Cmbs Loan [Member] Midland North Carolina CMBS loan. Class Of Stock [Line Items] Class of Stock [Line Items] Colorado Springs II [Member] Colorado Springs II Property [Member] Colorado springs II property member. Sacramento Property. Sacramento Property [Member] Sacramento Property [Member] Related Party Transactions [Abstract] Indefinite lived trademark Trademarks, net of accumulated amortization Indefinite-Lived Trademarks Balance Sheet Location Balance Sheet Location [Axis] Self Administration Transaction Self Administration Transaction Self Administration Transaction [Member] Self administration transaction. Currency Currency [Axis] Segment Reporting Asset Reconciling Item [Line Items] Segment Reporting, Asset Reconciling Item [Line Items] Liabilities and Equity Total liabilities, temporary equity and equity Entity Address, State or Province Entity Address, State or Province Derivative Instruments Derivative Instruments and Hedging Activities Disclosure [Text Block] Solar related tax assets Deferred Tax Assets, Other Reimbursement for the one time stock dividend. Reimbursement for the One Time Stock Dividend Reimbursement for the one time stock dividend Royal Bank of Canada Prime Rate Canada Prime Rate [Member] Canada prime rate. SOFR Cap December 1, 2025 Secured Overnight Financing Rate Sofr Overnight Index Matured December One TwoThousand Twenty Five [Member] Secured overnight financing rate sofr overnight index matured december one twothousand twenty five member. Deferred Income Tax Assets, Net Deferred tax assets SST VI OP Units and SLP SST VI OP Units and SLP [Member] SST VI OP Units and SLP [Member] Key Bank [Member] Key bank. Key Bank [Member] SST VI OP S S T V I O P [Member] SST VI OP. Declaration of Distributions Dividends [Text Block] Dividends [Text Block] Acquisition Date Business Acquisition, Effective Date of Acquisition Comprehensive income (loss) attributable to SmartStop Self Storage REIT, Inc. stockholders Comprehensive Income (Loss), Net of Tax, Attributable to Parent CORRA Swap March 7, 2027 Canadian Overnight Repo Rate Average Matured March Seven TwoThousand Twenty Seven [Member] Canadian overnight repo rate average matured march seven twot housand twenty seven member Canadian Citi Bank Loan Canadian Citi Bank Loan [Member] Canadian Citibank loan. Fourth Anniversary Preferred Stock Redemption Period Four [Member] preferred stock redemption period four. Trading Symbol Trading Symbol SOFR Cap December 1, 2026 Secured Overnight Financing Rate Sofr Overnight Index Matured December One TwoThousand Twenty Six [Member] Secured overnight financing rate sofr overnight index matured december one twothousand twenty six member Series A Convertible Preferred Stock Purchase Agreement Series A Convertible Preferred Stock Purchase Agreement [Member] Series A convertible preferred stock purchase agreement. Debt Instrument, Redemption, Period Debt Instrument, Redemption, Period [Axis] Common Stock, Shares, Issued, Total Common Stock, shares issued Common Stock, Shares, Issued Long-Term Debt, Maturity, Year Two 2026 CMBS SASB Loan C M B S S A S B Loan [Member] CMBS SASB loan. Oshawa, Ontario Oshawa Ontario [Member] Oshawa, Ontario Real estate facilities SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] Preferred stock, voting rights condition Preferred Stock, Voting Rights Class A-2 Units (contingent earnout) Class A-2 Units Class A-2 Units. Class A-2 Units Description for termination of offering. Description For Termination Of Offering Description for termination of offering Capitalization rate leverage ratio Capitalization Rate Leverage Ratio Capitalization rate leverage ratio. Loan to value ratio Loan To Value Ratio Loan to value ratio Consolidated Entities [Domain] Initial maximum amount available Line of Credit Facility, Interest Rate During Period Equity Investments Equity Method Investments [Policy Text Block] Scheduled principal payments on non-credit facility debt Repayments of Secured Debt Disposition Fee Member. Disposition Fee [Member] Disposition Fee Accounts Receivable, after Allowance for Credit Loss, Total Accounts Receivable, after Allowance for Credit Loss Receivables due from related parties Loss contingency other non-cancellable future payment due year two Loss Contingency Other Non-Cancellable Future Payment Due Year Two Loss contingency other non-cancellable future payment due year two. Percentage of upfront sales commission Percentage of Upfront Sales Commission Upfront sales commission Debt Instrument [Table] Schedule of Long-Term Debt Instruments [Table] Beginning Balance (in shares) Ending Balance (in shares) Shares, Outstanding Line of Credit Facility, Remaining Borrowing Capacity Principal borrowing amount, currently available Our former external property management fee Property Management Monthly Management Fee Property management monthly management fee. Advertising Expense Advertising costs Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Initial Advances under Two Thousand Twenty Four Credit Facility. Initial Advances under Two Thousand Twenty Four Credit Facility [Member] Other comprehensive income (loss) Other Comprehensive Income (Loss), Net of Tax Deferred tax assets: Components of Deferred Tax Liabilities [Abstract] Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Secured Loan Secured Loan [Member] Secured loan. Summary of Investments in Unconsolidated Real Estate Ventures Equity Method Investments [Table Text Block] Land Land Entity Address, City or Town Entity Address, City or Town Related Party Transaction [Line Items] Related Party Transaction [Line Items] Long-Term Debt, Maturity, Remainder of Fiscal Year 2024 Debt Debt Disclosure [Text Block] Estimated Useful Lives used to Depreciate Real Property Assets Property, Plant and Equipment [Table Text Block] Debt Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-Term Debt Investments In Unconsolidated Real Estate Ventures [Line Items] Investments In Unconsolidated Real Estate Ventures [Line Items] Investments in unconsolidated real Estate ventures. Distributions paid to common stockholders Payments of Ordinary Dividends, Common Stock Subsequent Event Subsequent Event [Member] Subsequent Event Type Subsequent Event Type [Axis] Investments in unconsolidated real estate ventures (Note 4) Real Estate Investments Unconsolidated Real Estate Ventures Real estate investments unconsolidated real estate ventures. Security Interest Termination Event Security Interest Termination Event [Member] Security Interest Termination Event. SOFR Cap July 1, 2025 Secured Overnight Financing Rate Sofr Overnight Index Matured July One TwoThousand Twenty Five [Member] Secured overnight financing rate sofr overnight index matured july one two thousand twenty five Member Additional Paid-in Capital Additional Paid-in Capital [Member] Summary of the Company's Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Settlement of foreign currency hedges Payments For Proceeds From Foreign Currency Hedges Payments for proceeds from foreign currency hedges. Master Mortgage Commitment Agreement Master Mortgage Commitment Agreement [Member] Master mortgage commitment agreement. Class A-1 Units Class A-1 Units Class A1 Unit [Member] Class A-1 Unit. Conversion price per share Preferred Stock, Convertible, Conversion Price SmartStop Asset Management Smartstop Asset Management Limited Liability Company [Member] SmartStop Asset Management Limited Liability Company [Member] Impairment, Long-Lived Asset, Held-for-Use, Total Impairment losses of real property assets recognized Impairment, Long-Lived Asset, Held-for-Use Statement of Stockholders' Equity [Abstract] Maximum purchase commitment amount Maximum Purchase Commitment Amount Maximum purchase commitment amount. Oxford Property Member Oxford Property [Member] Oxford property member. Lender Name Lender Name [Axis] Advertising Cost [Policy Text Block] Advertising Costs Number of operating self storage property. Number Of Operating Self Storage Property Number of operating self storage property Employee and Director Long-term Incentive Plan Employee And Director Long Term Incentive Plan [Member] Employee and director long-term incentive plan. Rental Income Rental Income [Member] Rental income . Senior notes maturity date Debt instrument, maturity date Debt Instrument, Maturity Date Convertible Preferred Stock Convertible Preferred Stock Policy [Text Block] Disclosure of accounting policy for convertible preferred stock. Derivative Contract Derivative Contract [Domain] Common class W. Common Class W [Member] Class W Percentage of secured obligation Percentage Of Secured Obligation Percentage of secured obligation. Class of Stock Class of Stock [Domain] Up to second anniversary. Up To Second Anniversary [Member] Up to Second Anniversary Derivative, Contract End Date Maturity date Interest rate, maturity date Kingspoint Ontario Kingspoint Ontario [Member] Kingspoint, Ontario Improvements and additions SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Improvements Secured Debt, Total Carrying Value Secured Debt Statement of Comprehensive Income [Abstract] Scenario Scenario [Domain] Entity Central Index Key Entity Central Index Key Plan Name Plan Name [Domain] Acquisition Fees Acquisition Fees [Member] Acquisition fees member. Noncontrolling Interest, Increase from Sale of Parent Equity Interest Issuance of noncontrolling interest in SST VI Advisor Canada CANADA Comprehensive income attributable to noncontrolling interests: Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest [Abstract] Interest rate derivatives. Interest Rate Derivatives [Member] Interest rate derivatives Related Party [Member] Related Party Increase (Decrease) in Other Operating Assets, Total Other assets, net Increase (Decrease) in Other Operating Assets Unit Common stock issued Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Preferred Stock, Shares Outstanding, Ending Balance Preferred Stock, Shares Outstanding, Beginning Balance Preferred shares outstanding Preferred Stock, Shares Outstanding Accretion of fair market value adjustment of debt Interest expense – accretion of fair market value of secured debt Accretion Of Fair Market Value Of Secured Debt Accretion of fair market value of secured debt. Reimbursable costs. Reimbursable Costs Reimbursable costs Decrease in offering price Decrease In Offering Price Percentage of decrease in offering price. Requisite minimum outstanding period for conversion eligibility Conversion Of Partnership Units Requisite Minimum Period Outstanding Conversion of partnership units requisite minimum period outstanding. 2020 Performance Grant [Member] Two Thousand And Twenty Performance Grant [Member] Two Thousand And Twenty Performance Grant [Member] Canada Revenue Agency [Member] Canada Revenue Agency Member Current Canadian income tax expense (benefit) Current Foreign Tax Expense (Benefit) Entity Tax Identification Number Entity Tax Identification Number Trademarks Trademarks Policy [Text Block] Trademarks. Hedge Cash Settlement On February Sixteen Two Thousand Twenty Four. Hedge Cash Settlement On February Sixteen Two Thousand Twenty Four [Member] Hedge Cash Settlement On February Sixteen Two Thousand Twenty Four Preferred stock, conversion basis Preferred Stock, Conversion Basis Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Increase (decrease) in cash from changes in assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Other Other Related Party Transaction [Member] Other Related Party Transaction [Member] Fair Values Derivatives Balance Sheet Location By Derivative Contract Type By Hedging Designation [Table] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Property Management Fee Revenue One time fee for former external property managers Investment, Name [Axis] Debt Instrument, Term Term Two Thousand Twenty Seven NBC Loan. Two Thousand Twenty Seven NBC Loans [Member] 2027 NBC Loan RBC JV Term Loan RBC JV Term Loan [Member] RBC JV term loan member. Up to third anniversary. Up To Third Anniversary [Member] Up to Third Anniversary Two thousand twenty four credit facility. Two Thousand Twenty Four Credit Facility [Member] 2024 Credit Facility Award Type Award Type [Axis] Restricted Stock [Member] Unvested restricted stock awards Restricted Stock Debt Investment Owned, Balance, Principal Amount Dividend rate percentage of increase on preferred stock Dividend Rate Percentage Increase Per Annum Dividend rate percentage increase per annum. Plan Name Plan Name [Axis] Foreign currency translation adjustment Other Comprehensive Income Loss Foreign Currency Translation Adjustment Net Of Tax Other comprehensive income loss foreign currency translation adjustment net of tax. Managed REITs Managed REITS Managed R E I T S [Member] Managed REITs. Derivative Instrument Derivative Instrument [Axis] Geographical Geographical [Domain] Asset Total assets Total assets Assets Strategic Storage Growth Trust II Property Management Agreement Strategic Storage Growth Trust I I Property Management Agreement [Member] Strategic Storage Growth Trust II Property Management Agreement. Impact of foreign exchange rate changes Real Estate Facilities Foreign Exchange Gain Loss Impact Real estate facilities foreign exchange gain loss impact. Redemptions of common stock Redemptions of common stock, value Stock Redeemed or Called During Period, Value Class A units Class A Common stock Common Class A [Member] Entity Registrant Name Entity Registrant Name Deferred tax assets: Components of Deferred Tax Assets [Abstract] Debt Issuance Costs, Net, Total Debt issuance costs, net Debt Issuance Costs, Net Executive Officers Executive Officer [Member] Preferred stock, investors rights agreement Preferred Stock, Participation Rights Related Party Related Party, Type [Domain] Strategic Storage Trust VI Advisory Agreement Strategic Storage Trust V I Advisory Agreement [Member] Strategic Storage Trust VI Advisory Agreement. Retained Earnings (Accumulated Deficit), Ending Balance Retained Earnings (Accumulated Deficit), Beginning Balance Retained Earnings (Accumulated Deficit), Total Accumulated deficit Retained Earnings (Accumulated Deficit) Long-Term Debt, Fiscal Year Maturity [Abstract] Regent, Ontario Regent, Ontario [Member] Regent, Ontario Member. Accumulated depreciation, beginning balance Accumulated depreciation, ending balance Accumulated depreciation Real Estate Investment Property, Accumulated Depreciation Supplemental disclosures and non-cash transactions: Supplemental Cash Flow Information [Abstract] Markham, Ontario Markham, Ontario [Member] Markham, Ontario member. Accumulated Deficit Retained Earnings [Member] JV Properties Corporate and Other Corporate and Other [Member] Class of Stock Class of Stock [Axis] Unvested Shares, Beginning balance Unvested Shares, Ending Balance Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Total equity Beginning Balance Ending Balance Equity, Including Portion Attributable to Noncontrolling Interest Federal Income Tax Expense (benefit) Federal Income Tax Expense (Benefit), Continuing Operations Temporary Equity, Carrying Amount, Period Increase (Decrease), Total Changes to redeemable common stock Temporary Equity, Carrying Amount, Period Increase (Decrease) Deferred Income Tax Liabilities, Net, Total Deferred tax liabilities Deferred Income Tax Liabilities, Net Accretion of financing fee revenues Accretion Of Financing Fee Revenues Accretion of financing fee revenues. Asset Management Asset Management [Member] Minimum Minimum [Member] Derivative, Fair Value, Net, Total Derivative, Fair Value, Net Accounts payable and accrued liabilities Revenues Revenues Revenues, Total Total SmartStop Self Storage REIT, Inc. Equity Parent [Member] Number of shares issuable upon conversion of partnership units Number Of Shares Issuable Upon Conversion Of Partnership Units Number of shares issuable upon conversion of partnership units. Summary of Significant Accounting Policies Significant Accounting Policies [Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Third-Party Third-Party Payor [Member] 2032 Private Placement Notes Two Thousand Thirty Two Private Placement [Member] Two thousand thirty two private placement. Forecast Forecast [Member] Foreign Currency Forward Foreign Exchange Forward [Member] Foreign Exchange Forwards Site Improvements Land Improvements [Member] Number of self storage real estate joint ventures Number Of Self Storage Real Estate Joint Ventures Number of self storage real estate joint ventures. Equity Component Equity Component [Domain] Earnest Money Deposits Forfeit earnest money Segments Segments [Axis] Accounts payable and accrued liabilities Accounts Payable and Other Accrued Liabilities Disctributions to noncontrolling interests in our Operating Partnership Noncontrolling Interest in Net Income (Loss) Operating Partnerships, Nonredeemable Distributions to noncontrolling interests in our Operating Partnership Oakville III BMO Loan Oakville I I I B M O Loan [Member] Oakville III BMO Loan. Other income (expense) Other Nonoperating Income (Expense) [Member] SOFR Cap December 2, 2024 Secured Overnight Financing Rate Sofr Overnight Index Matured December Two TwoThousand Twenty Four [Member] Secured overnight financing rate sofr overnight index matured december two two thousand twenty four Non Cash Adjustment From Equity Method Investments In Joint Venture Properties Non cash adjustment from equity method investments in JV Properties. Non-cash adjustment from equity method investments in JV Properties Repayments of Lines of Credit Repayment of borrowings Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Organization And Nature Of Operations [Line Items] Organization And Nature Of Operations [Line Items] Organization and nature of operations. Real estate facilities, beginning balance Real estate facilities, ending balance Real Estate Investment Property At Cost Excluding Construction In Progress Real estate investment property at cost excluding construction in progress. Discount on secured debt, net Debt Instrument, Unamortized Discount (Premium), Net Debt Instrument, Unamortized Discount (Premium), Net, Total Measurement Frequency [Axis] Payments to Acquire Real Estate, Total Purchase of real estate Payments to Acquire Real Estate Increased amount Line Of Credit Facility Increased Amount Based On Conditions Line of credit facility increased amount based on conditions. Debt Disclosure [Abstract] Net Income (Loss) Available to Common Stockholders, Diluted Net Income (Loss) Available to Common Stockholders, Diluted, Total Net loss attributable to common stockholders - diluted: Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation Tax withholding (net settlement) related to vesting of restricted stock Tax withholding (net settlement) related to vesting of restricted stock Foreign Currency Forward, Effective Date or Date Assumed Effective Date Of Foreign Currency Derivatives Effective date of foreign currency derivatives. Debt Instrument, Basis Spread on Variable Rate Spread on Variable Rate Debt instrument, variable interest rate Entity Current Reporting Status Entity Current Reporting Status Additional shares authorised Common Stock, shares authorized Common Stock, Shares Authorized Cash flow hedges reclassified to reduce interest expense Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net Fair Value By Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Offering price Offering Price Offering price Debt Issuance Costs Debt, Policy [Policy Text Block] Total deferred tax liability Total deferred tax liability Gross deferred tax liability Deferred Tax Liabilities, Gross Deferred Canadian income tax expense (benefit) Deferred Foreign Income Tax Expense (Benefit) Administrative Fees Expense Administrative service fees ASSETS Assets [Abstract] Interest Rate Swaps, Strike Derivative Strike Rate Derivative strike rate. Goodwill Valuation Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Income Tax [Line Items] Line items represent income taxes. Amortization of Intangible Assets, Total Intangible amortization expense Amortization of Intangible Assets Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] Shares available for issuance Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant Brampton, Ontario Brampton Ontario [Member] Brampton, Ontario. Strategic Storage Growth Trust II Tenant Program Revenue Strategic Storage Growth Trust I I Tenant Program Revenue [Member] Strategic Storage Growth Trust II Tenant Program Revenue Member. Distribution Reinvestment Plan Distribution Reinvestment Plan [Member] Distribution reinvestment plan. Foreign Currency Forward, Notional Amount Foreign Currency Derivatives Notional Amount Foreign currency derivatives notional amount. KeyBank Property Loan Key Bank Property Loan [Member] KeyBank Property Loan. Common Stock, Value, Issued, Ending Balance Common Stock, Value, Issued, Beginning Balance Common Stock, Value, Issued, Total Common stock, value Common Stock, Value, Issued Investments In Unconsolidated Real Estate Ventures [Table] Investments In Unconsolidated Real Estate Ventures [Table] Investments in Unconsolidated Real Estate Ventures tabe Gains (losses) on exchange rate changes in equity investments recorded in other income (expense) Realized Gain (Loss), Foreign Currency Transaction, before Tax Performance Based Awards Performance Based Awards [Member] Performance based awards. Subordinated distribution value. Subordinated Distribution Value Subordinated distribution value Sale commission fees percentage of proceed from Primary Offering Sale Commission Fees Percentage Of Proceed From Primary Offering Sale commission fees percentage of proceed from primary offering. Health Care Organization, Revenue Sources [Axis] Aggregate liquidation preference Preferred Stock, Liquidation Preference, Value Current Fiscal Year End Date Current Fiscal Year End Date Equity based compensation expense Share-based Payment Arrangement, Noncash Expense, Total Share-Based Payment Arrangement, Noncash Expense Income from operations Income (loss) from operations Operating Income (Loss) Repayment of non-credit facility debt Outstanding principal, plus accrued interest Fully repayment of debt Repayments of Debt Noncontrolling Interest, Increase from Subsidiary Equity Issuance Issuance of OP Units in connection with SSGT II Merger SAM and Affiliates S A M And Affiliates [Member] SAM and affiliates. Purchase price Total consideration transferred Business Combination, Consideration Transferred Consideration transferred Tax Period [Axis] Deferred income tax expense (benefit) Deferred income tax benefit (expense) Deferred Income Tax Expense (Benefit), Total Deferred Income Tax Expense (Benefit) St. Johns Property St. Johns Property. St. Johns Property [Member] Income tax (expense) benefit Income tax (expense) benefit Income Tax Expense (Benefit), Total Income Tax Expense (Benefit) Number of real estate ventures. Number Of Real Estate Ventures Number of unconsolidated real estate ventures Site improvements Land Improvements Number of self storage units Number Of Self Storage Units Number of self storage units. Mezzanine loan funding. Mezzanine Loan Funding Mezzanine loan funding Secured debt ratio Secured Debt Ratio Secured debt ratio. Long-Term Debt, Maturity, Year Four 2028 Organization Nature of Operations [Text Block] Issuance of common stock in connection with SST IV Merger (in shares) Stock Issued During Period, Shares, Acquisitions Issuance of common stock in connection with the SSGT II Merger (in shares) Non cash transactions retirement of assets due to casualty loss. Non Cash Transactions Retirement of Assets Due to Casualty Loss Retirement of assets due to casualty loss Strategic Storage Growth Trust III Acquisition Fees Revenue[Member] Strategic Storage Growth Trust III Acquisition Fees Revenue[Member] Strategic Storage Growth Trust III Acquisition Fees Revenue Concentration Risk Percentage1 Concentration Risk, Percentage Administrative Services Agreement Administrative Services Agreement [Member] Administrative Services Agreement. Net income (loss) attributable to the noncontrolling interests in our Operating Partnership Net income (loss) attributable to the non controlling interests in our operating partnership. Net Income Loss Attributable to the Non Controlling Interests in Our Operating Partnership Share based compensation expense Share-Based Payment Arrangement, Expense Operating Expense [Member] Operating Expense Transfer Agent Agreement Transfer Agent Agreement [Member] Transfer agent agreement. Share based compensation arrangement by share based payment award voting rights Share Based Compensation Arrangement By Share Based Payment Award Voting Rights Share based compensation arrangement by share based payment award voting rights. Vesting percentage Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage Finite-Lived Intangible Assets, Net, Ending Balance Finite-Lived Intangible Assets, Net, Beginning Balance Finite-Lived Intangible Assets, Net, Total Intangible assets, net of accumulated amortization Finite-Lived Intangible Assets, Net Summary of Reportable Segments Schedule of Segment Reporting Information, by Segment [Table Text Block] Income Taxes Paid Cash paid for income taxes Accounts payable and accrued liabilities Accounts Payable and Accrued Liabilities [Member] SSGT III OP Units and SLP SSGT III OP Units and SLP [Member] SSGT III OP Units and SLP. Summary of Related Party Carrying Value Of Investments In Advances Investments in and Advances to Affiliates [Table Text Block] Base Rate Loans. Base Rate Loans [Member] Evaluation of Possible Impairment of Real Property Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Impact of foreign exchange rate changes on cash and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations Accordion Feature Accordion Feature [Member] Accordion feature. Stock Issued During Period, Shares, Restricted Stock Award, Gross Issuance of restricted stock, net of forfeitures (in shares) Loan amount Debt Instrument, Face Amount Debt issued Per Share Data Earnings Per Share, Policy [Policy Text Block] Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] Schedule of Notional Amounts of Outstanding Derivative Positions Loss contingency other non-cancellable future payment due year two Loss Contingency Other Non-Cancellable Future Payments Due in Year Two Loss contingency other non-cancellable future payments due in year two. Other Nonoperating Income (Expense), Total Other Nonoperating Income (Expense) Other, net Other, net Comprehensive (income) loss attributable to noncontrolling interests Comprehensive (income) loss attributable to noncontrolling interests Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Operating expenses: Operating Expenses [Abstract] JV Properties Tenant Protection Program Revenue JV Properties Tenant Protection Program Revenue [Member] JV properties tenant protection program revenue member. Long-term Debt, Type Long-Term Debt, Type [Domain] Depreciation, Depletion and Amortization, Nonproduction, Total Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Summary of Related Party Fees and Reimbursable Costs Schedule Of Related Party Fees And Reimbursable Costs Table [Text Block] Schedule of related party fees and reimbursable costs. Subsequent Events [Abstract] Derivative Instruments And Hedging Activities Disclosures [Table] Derivative Instruments and Hedging Activities Disclosures [Table] Class A and T Common Stock [Member] Class A and T Common Stock [Member] Class A and T Common Stock Monthly asset management fee Advisory Agreement Asset Management Fee Percentage Advisory Agreement Asset Management Fee Percentage Commitments and Contingencies Disclosure [Abstract] Real Estate Disclosure [Text Block] Real Estate Two thousand and twenty seven NBC loan. Two Thousand and Twenty Seven NBC Loan [Member] 2027 NBC Loan Number of trademarks acquired Number Of Trademarks Acquired Number of trademarks acquired. Increased the principal borrowing amount Line of Credit Facility, Increase (Decrease), Net, Total Line of credit facility, increase (decrease), net Line of Credit Facility, Increase (Decrease), Net Depreciation, Total Depreciation Depreciation Bridge Loan Bridge Loan Cash paid for interest, net of capitalized interest Interest Paid, Excluding Capitalized Interest, Operating Activities Unsecured interest coverage ratio Unsecured Interest Coverage Ratio Unsecured interest coverage ratio. Redemption Of Common Stock Redemption of common stock. Redemption of common stock Series A Cumulative Preferred Stock Series A Convertible Preferred Stock Series A Convertible Preferred Stock [Member] Series A convertible preferred stock. Finite-Lived Intangible Asset, Expected Amortization, Year Four Total estimated future amortization expense of intangible assets, year 2027 Finite-Lived Intangible Asset, Expected Amortization, Year One Total estimated future amortization expense of intangible assets, year 2024 Acquisition of Self Storage Facility Acquisition Of Self Storage Facility [Member] Acquisition of self storage facility. Preferred stock redemption description Preferred Stock, Redemption Terms SST VI [Member] SST VI [Member] SST VI Derivative [Line Items] Derivative [Line Items] Equity: Equity, Attributable to Parent [Abstract] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fixed Rate Secured Debt Secured Debt [Member] Issuance of Class A-1 Units in our Operating Partnership in connection with the contingent earnout related to the Self Administration Transaction Issuance Of Limited Partnership Units In Operating Partnership In Connection With Contingent Earnout Related To Self Administration Transaction Issuance of limited partnership units in operating partnership in connection with contingent earnout related to self administration transaction. Issuance of Class A-1 Units in our Operating Partnership in connection with the contingent earnout related to the Self Administration Transaction Property Operating Expenses Property Operating Expenses [Member] Property operating expenses. Principal borrowing amount Initial maximum amount available Line of Credit Facility, Maximum Borrowing Capacity Premium amount over liquidation amount on redemption, percent Redemption Price Percentage Of Premium Amount Redeemed Redemption price percentage of premium amount redeemed Cost of Goods and Services Sold, Total Operating expenses Cost of Goods and Services Sold Earnings Per Share [Abstract] Canadian Entities Canadian Entities [Member] Canadian entities. Tenant Protection Program Tenant Protection Program [Member] Tenant protection program member. Weighted average interest rate on debt Debt, Weighted Average Interest Rate Investment, Name [Domain] Maturity Date Range, Start Debt Instrument, Maturity Date Range, Start Net deferred tax liabilities Net deferred tax liabilities Canadian real estate Deferred Tax Liabilities, Net Dividends, Common Stock, Total Distributions Dividends, Common Stock Accounting Policies [Abstract] Segments Segments [Domain] Finite-Lived Intangible Asset, Expected Amortization, Year Five Total estimated future amortization expense of intangible assets, year 2028 JV Properties Property Management Agreement JV Properties Property Management Agreement [Member] JV properties property management agreement member. Foreign Currency Forward, Maturity Date Maturity of Foreign Currency Derivatives Maturity date Scenario Scenario [Axis] Concentration Concentration Risk, Credit Risk, Policy [Policy Text Block] Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] Share Based Compensation Arrangement By Share Based Payment Award [Line Items] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] Total net assets acquired Net identifiable assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Fixed annual rate Interest rate Debt Instrument, Interest Rate, Effective Percentage Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Distributions to other noncontrolling interests Line of credit facility, term of extension options Line Of Credit Facility Extension Period Line of credit facility extension period. Real Estate Facilities Foreign Exchange Gain Loss Impact and Other Real Estate Facilities Foreign Exchange Gain Loss Impact and Other Impact of foreign exchange rate changes and other Revolving Credit Facility Credit Facility Revolver Revolving Credit Facility [Member] SST VI Note. SST VI Note [Member] SST VI Note Distributions payable Dividends Payable Related party transaction percentage of sales price of asset on disposition. Related Party Transaction Percentage of Sales Price of Asset on Disposition Rate of disposition fee of contract sales price Receivables Investments In And Advances To Affiliates Investments in and advances to affiliates. Net (loss) income per Class A & Class T share - basic Earnings Per Share, Basic Earnings Per Share, Basic, Total SmartCentres Storage Finance LP Smart Centres Storage Finance L P [Member] SmartCentres Storage Finance LP. Site improvements Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Site Improvements Business combination recognized identifiable assets acquired and liabilities assumed site improvements. Commitments and contingencies (Note 12) Commitments and Contingencies Percentage of non-voting equity owned Beneficial Non Voting Equity Interest Beneficial non voting equity interest owned through August 31, 2014. Business Combinations [Abstract] Strategic Transfer Agent Services, LLC Strategic Transfer Agent Services Llc [Member] Strategic Transfer Agent Services, LLC . Preferred Units, Contributed Capital Investment of preferred investor Business acquisition, transaction costs Acquisition expenses Business Combination, Acquisition Related Costs Income Statement [Abstract] 2024 Revenue Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Investments, Total Investment Investments Share Redemption Program Share Redemption Program [Member] Share redemption program. Related Party Related Party, Type [Axis] Term loan Term Loan Term loan Increase (Decrease) in Accounts Payable and Accrued Liabilities, Total Accounts payable and accrued liabilities Increase (Decrease) in Accounts Payable and Accrued Liabilities Foreign Currency Hedges Foreign Currency Hedges [Member] Foreign currency hedges. Goodwill, Impaired, Accumulated Impairment Loss Accumulated impairment charges to goodwill Statistical Measurement Statistical Measurement [Domain] Reimbursable Costs from Managed REITs Reimbursable Costs From Managed R E I Ts [Member] Reimbursable costs from managed REITs. Accumulated amortization of debt issuance costs Accumulated Amortization Of Debt Issuance Costs Accumulated amortization of debt issuance costs. Advisor, SS Toronto REIT Advisors, Inc., and SS Growth Advisor, LLC. Advisor S S Toronto R E I T Advisors Inc And S S Growth Advisor L L C [Member] Advisor, SS Toronto REIT Advisors, Inc.,And SS Growth Advisor, LLC. Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Intangible assets acquired Finite-Lived Intangible Assets Acquired Investment In Storage Facilities Policy [Text Block] Investment In Storage Facilities [Policy Text Block] Real Estate Purchase Price Allocation and Treatment of Acquisition Costs Summary of Related Party Costs Schedule of Related Party Transactions [Table Text Block] Gross proceeds from issuance of non-credit facility debt Proceeds from Issuance of Debt Ladera Office Loan Ladera Office Loan [Member] Ladera office loan. Increase (Decrease) in Deferred Liabilities, Total Increase (Decrease) in Deferred Liabilities Change in deferred tax liability Derivative Asset, Fair Value, Gross Asset, Total Derivative fair value, assets Derivative Asset, Subject to Master Netting Arrangement, before Offset Award Type All Award Types Document Period End Date Document Period End Date Statistical Measurement Statistical Measurement [Axis] Redeemable Common Stock Redeemable Common Stock Policy Policy [Text Block] Redeemable Common Stock Policy [Policy Text Block] Accounts Receivable, Allowance for Credit Loss, Beginning Balance Accounts Receivable, Allowance for Credit Loss, Ending Balance Accounts Receivable, Allowance for Credit Loss Allowance for doubtful accounts 4.53% Senior Notes. Four Point Five Three Percentage Senior Notes[Member] 4.53% Senior Notes[Member] Variable interest entity nonvoting ownership percentage Variable Interest Entity Nonvoting Ownership Percentage Variable interest entity non-voting ownership percentage Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Percentage of established target performance criteria Percentage Of Established Target Performance Criteria Percentage of established target performance criteria. Preexisting investments in and advances to SSGT II Business Combination, Consideration Transferred, Other Net (loss) income per Class A & Class T share - diluted Earnings Per Share, Diluted Earnings Per Share, Diluted, Total Maturity Date Range, End Debt Instrument, Maturity Date Range, End Product and Service Product and Service [Domain] Gain on foreign currency contract, portion that is not designated for hedge accounting Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments Concentration Risk Benchmark Concentration Risk Benchmark [Domain] Repayment of credit facility debt Repayment of revolver debt Repayments of Long-Term Lines of Credit Debt issuance costs, net of accumulated amortization Debt Issuance Costs Net Of Accumulated Amortization Debt issuance costs net of accumulated amortization. Buildings and Improvements, Gross, Total Buildings Buildings and Improvements, Gross Denominated in CAD April 12, 2024 Denominated In Cad Matured April Twelve Two Thousand Twenty Four [Member] Denominated in cad matured april twelve two thousand twenty four member Redemptions of common stock (in shares) Redemptions of common stock (in shares) Stock Redeemed or Called During Period, Shares Debt Instrument, Name Debt Instrument, Name [Domain] Fair Value Hierarchy and NAV [Domain] Dupont and Aurora Joint Venture Properties Dupont and Aurora Joint Venture Properties [Member] Dupont and Aurora joint venture properties. SSGT II Unit Purchase Agreement S S G T I I Unit Purchase Agreement [Member] SSGT II unit purchase agreement. Related Party Transaction Related Party Transaction [Domain] Fair Value, Recurring [Member] Fair Value, Recurring [Member] Number of reportable business segments Number of Reportable Segments Change in deferred tax assets and liabilities Change In Deferred Tax Assets And Liabilities Change in deferred tax assets and liabilities. SST IV CMBS Loan S S T I V C M B S Loan [Member] Sst IV cmbs loan. Additional Paid in Capital, Common Stock, Ending Balance Additional Paid in Capital, Common Stock, Beginning Balance Additional paid-in capital Additional Paid in Capital, Common Stock Distributions Per Share Distributions Per Share Distributions Per Share Stockholder servicing fee - SST IV Stockholder Servicing Fee S S T I V Additional Paid In Capital [Member] Stockholder servicing fee SST IV additional paid in capital. Sponsorship funding payments balance. Sponsorship Funding Payments Balance Balance at Beginning Balance at Ending Monthly asset management fee one twelfth of less than one percentage of average invested assets Monthly Assets Management Fees One Twelfth Of Less Than One Percentage Of Assets Value Exceed Specific Value Monthly assets management fees one twelfth of less than one percentage of assets value exceed specific value. After Fifth Anniversary Preferred Stock Redemption Period Thereafter [Member] Preferred stock redemption period thereafter. Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Employer matching contribution, percent Hedge Cash Settlement On October 11, 2023 Hedge Cash Settlement on October Eleven Two Thousand Twenty Three [Member] Hedge cash settlement on october eleven two thousand twenty three Hedge Cash Settlement On October Eleven Two Thousand Twenty Three Two thousand twenty eight canadian term loan. Two Thousand Twenty Eight Canadian Term Loan [Member] 2028 Canadian Term Loan Real Estate Investment Real Estate Investment [Member] Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest Percentage of membership interest Stockholders' Equity Attributable to Noncontrolling Interest, Ending Balance Stockholders' Equity Attributable to Noncontrolling Interest, Beginning Balance Total noncontrolling interests Equity, Attributable to Noncontrolling Interest Finite-Lived Intangible Assets, Major Class Name Finite-Lived Intangible Assets, Major Class Name [Domain] Stoney Creek Loan Stoney Creek Loan [Member] Stoney Creek loan. Investment, Type [Extensible Enumeration] Investment, Type [Extensible Enumeration] Net proceeds to pay down within six months Net Proceeds to Pay Down Within Six Months Net proceeds to pay down within six months. Principles of Consolidation Consolidation, Policy [Policy Text Block] Transfer agent renewal agreement term Transfer Agent Renewal Agreement Term Transfer agent renewal agreement term. LIABILITIES, TEMPORARY EQUITY, AND EQUITY Liabilities and Equity [Abstract] Denominated in CAD January 16, 2024 Denominated In Cad Matured January Sixteen Two Thousand Twenty Four [Member] Denominated in cad matured january sixteen two thousand twenty four member Proceeds from Dividends Received Dividend distribution received Stock Issued During Period, Value, Acquisitions Issuance of OP Units in connection with SSGT II Merger Entity Address, Postal Zip Code Entity Address, Postal Zip Code Entity Interactive Data Current Entity Interactive Data Current Defined Contribution Plan, Employer Matching Contribution, Percent of Match Employer matching contribution, percent of match Percentage of limited partnership interests owned by noncontrolling owners Subsidiary, Ownership Percentage, Noncontrolling Owner Issuance of shares pursuant to distribution reinvestment plan Stock Issued Preferred stock, dividend rate, percentage Preferred Stock, Dividend Rate, Percentage Stockholder servicing fee Stockholder Servicing Fee Additional Paid In Capital [Member] Stockholder servicing fee additional paid in capital. Managed REIT Platform Managed R E I T Platform [Member] Managed REIT Platform. Finite-Lived Intangible Asset, Expected Amortization, Year Three Total estimated future amortization expense of intangible assets, year 2026 Credit Facility Credit Facility [Domain] Latest Tax Year [Member] Redeemable Common Stock Redeemable Common Stock [Member] Redeemable common stock. Equity [Abstract] Unvested Shares, Granted Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period Issuance of equity Award Percentage of joint venture property owned Percentage Of Joint Venture Property Owned Percentage of joint venture property owned Minimum percentage of ordinary taxable income to be distributed to stockholders Minimum Percentage Of Ordinary Taxable Income To Be Distributed To Stockholders Minimum Percentage Of Ordinary Taxable Income To Be Distributed To Stockholders RBC JV Term Loan II RBC JV Term Loan II [Member] RBC JV Term loan II. Algonquin Property. Algonquin Property [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Canadian CitiBank Loan Candian Citi Bank Loan [Member] Candian CitiBank Loan. Variable entity maximum commitment Variable Entity Maximum Commitment Maximum commitment Derivatives Fair Value [Line Items] Derivatives, Fair Value [Line Items] Equity Components Equity Components [Axis] Credit facility non-recourse debt. Credit Facility Non-recourse Debt Non-recourse debt Debt instrument, description of variable rate basis, extended. Debt Instrument, Description of Variable Rate Basis, Extended Debt instrument, description of variable rate basis, extended Cash consideration Cash Payments to Acquire Businesses, Gross Distributions to preferred stockholders Preferred Stock Dividends, Income Statement Impact Less: Distributions to preferred stockholders Percentage of offering cost without reimbursement Percentage Redemption Price Redemption price (Percentage of redemption amount). Unvested Weighted-Average Grant-Date Fair Value, Vested Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Oakville III Property Oakville I I I Property [Member] Oakville III Property. Local Phone Number Local Phone Number Property Plant And Equipment [Line Items] Property, Plant and Equipment [Line Items] Sale of Stock Sale of Stock [Axis] SSGT III Mezzanine Loan SSGT III Mezzanine Loan[Member] SSGT III Mezzanine Loan[Member] Depreciation expense SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation, Depreciation Expense Current Federal income tax expense (benefit) Current Federal Tax Expense (Benefit) SSGT II Merger S S G T I I Merger [Member] S S G T I I Merger [Member] Strategic Storage Trust VI Acquisition Fees Revenue Strategic Storage Trust VI Acquisition Fees Revenue [Member] Strategic storage trust VI acquisition fees revenue member. Class a and Class a-1 op units. Class A and Class A-1 OP Units [Member] Class A and Class A-1 OP Units Class A and Class T Common Stock Common Class A And Class T [Member] Common class A and class T. Extension Option Mezzanine Loan Extension Option Mezzanine Loan [Member] Extension option mezzanine loan. SST IV Merger S S T I V Merger [Member] SST IV merger. Goodwill, Ending Balance Goodwill, Beginning Balance Goodwill, Total Goodwill Goodwill Statement of Cash Flows [Abstract] Capital distributions from managed real estate investment trusts. Capital Distributions From Managed Real Estate Investment Trusts Capital Distributions from Managed REITs Earliest Tax Year [Member] Organization, Consolidation and Presentation of Financial Statements [Abstract] Accumulated other comprehensive income Accumulated Other Comprehensive Income (Loss), Net of Tax, Total Accumulated Other Comprehensive Income (Loss), Net of Tax Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Concentration Risk Benchmark Concentration Risk Benchmark [Axis] Gain (Loss) Recognized in OCI Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax Common Stock, par value Common Stock, Par or Stated Value Per Share Number of days after lifting of preferred stock to common stock Number Of Days After Lifting Of Preferred Stock To Common Stock Number of days after lifting of preferred stock to common stock. Amount borrowed under the credit facility Line of Credit Facility, Maximum Amount Outstanding During Period Preferred Equity Investment Preferred equity investment. SST VI preferred equity investment Variable entity interest rate Variable Entity Interest Rate Interest rate Debt Instrument Variable Rate Debt Instrument Fixed Rate Debt Instrument, Interest Rate, Stated Percentage Unrecognized compensation expense, expected weighted average-recognition period Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Long-Lived Tangible Asset Long-Lived Tangible Asset [Axis] Net income attributable to other noncontrolling interests Noncontrolling Interest in Net Income (Loss) Other Noncontrolling Interests, Redeemable Net income attributable to other noncontrolling interests Mezzanine loan repayments Repayment of mezzanine loan. Repayment of Mezzanine Loan Real estate facilities: Real Estate Investment Property, Net [Abstract] Schedule Of Share Based Compensation Arrangements By Share Based Payment Award [Table] Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Identifiable Assets Acquired at Fair Value Assets Acquired: Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] Maximum Maximum [Member] Public offering extended expiry date. Public Offering Extended Expiry Date Public offering extended expiry date Identifiable Liabilities Assumed at Fair Value Liabilities assumed: Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] Interest Payable Fifth To Tenth Anniversary Preferred Stock Redemption Period Five To Ten [Member] Preferred stock redemption period five to ten. SSGT III Bridge Loan SSGT III Bridge Loan [Member] SSGT III bridge loan. Preferred Stock, shares outstanding Temporary Equity, Shares Outstanding Purchase commitment amount. Purchase Commitment Amount Purchase commitment amount Related Party Transaction Related Party Transaction [Axis] Intangibles Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Fair Value, Inputs, Level 3 [Member] Significant unobservable Inputs (Level 3) Short-term Debt, Type Short-Term Debt, Type [Domain] Ownership Ownership [Domain] Change in cash, cash equivalents, and restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Net proceeds to pay down within nine months Net Proceeds to Pay Down Within Nine Months Net proceeds to pay down within nine months. General and Administrative Expense General and Administrative Expense [Member] Interest Expense Interest Expense [Member] Number of properties acquired Number of Businesses Acquired Real estate facilities, net Real Estate Investments, Net Commitments And Contingencies [Table] Commitments And Contingencies [Table] Commitments and Contingencies [Table] SOFR Cap December 2, 2024 Secured Overnight Financing Rate Sofr Overnight Index Matured December Two TwoThousand Twenty Four One [Member] Secured overnight financing rate sofr overnight index matured december two two thousand twenty four one member California CALIFORNIA Unrealized foreign currency and derivative (gains) losses Unrealized Gain Loss On Foreign Currency And Derivatives Unrealized gain (loss) on foreign currency and derivatives. SSGT III OP Units and SSGT III SLP SSGT III OP Units and SSGT III SLP [Member] SSGT III OP Units and SSGT III SLP. Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Summary of Antidilutive Shares Excluded from Computation of Earnings per Share Segment Disclosures Segment Reporting Disclosure [Text Block] City Area Code City Area Code Deferred State income tax expense (benefit) Deferred State and Local Income Tax Expense (Benefit) Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Related party costs, Paid Related Party Transaction Cash Paid Cash payments to property managers under agreement for fees and reimbursable costs including service fees, market-based fees, administrative fees, wages and other expenses for operating, managing and maintaining our properties. Document Information [Line Items] Document Information [Line Items] Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table] Acquisition expenses Acquisition Expenses Acquisition expenses. Proceeds from Issuance of Long-Term Debt, Total Proceeds from Issuance of Long-Term Debt Net proceeds from loan Cost of construction or capital improvement work Construction Management Fee Minimum Threshold Value Of Capital Improvement Work Construction management fee minimum threshold value of capital improvement work. Letter of Credit Letter of Credit [Member] Business Acquisition [Line Items] Business Acquisition [Line Items] General and Administrative Expense, Total General and administrative General and Administrative Expense Preferred Stock, liquidation preference, value Temporary Equity, Liquidation Preference Weighted average number of shares outstanding- basic Weighted Average Number of Shares Outstanding, Basic Weighted Average Number of Shares Outstanding, Basic, Total Average number of common shares outstanding- basic Net Cash Provided by (Used in) Financing Activities [Abstract] Cash flows from financing activities Credit facility agreement Credit Facility Agreement [Member] Credit facility agreement. Canadian income tax expense (benefit) Foreign Income Tax Expense (Benefit), Continuing Operations Shares issued pursuant to distribution reinvestment plan Issuance of shares for distribution reinvestment plan (in shares) Stock Issued During Period, Shares, Dividend Reinvestment Plan East York, Ontario East York Ontario [Member] East York, Ontario. SST VI Advisory Agreement S S T V I Advisory Agreement [Member] SST VI advisory agreement. Gain (Loss) on Extinguishment of Debt, Total Gain (Loss) on Extinguishment of Debt Loss on debt extinguishment Loss on extinguishment of debt Other Comprehensive Income Derivatives Qualifying As Hedges Tax Portion Attributable To Parent1 Other Comprehensive Income Derivatives Qualifying As Hedges Tax Portion Attributable To Parent1 Interest rate swap and cap contract gains (losses) Interest rate hedge contract loss Statement [Table] Statement [Table] Schedule Of Related Party Transactions By Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Additions to real estate and construction in process Additions to real estate and construction in process Payments For Real Estate Additions And Construction In Process Payments for real estate additions and construction in process. Real Estate [Abstract] Regent Property1. Regent Property1 [Member] Regent Property Document Fiscal Period Focus Document Fiscal Period Focus Loan funding Loan Funding Loan funding. Income (Loss) from Equity Method Investments, Total Income (Loss) from Equity Method Investments Equity in earnings (loss) of unconsolidated real estate ventures Equity in loss of unconsolidated entities Equity in earnings (losses) from investments Commitment fee percentage Commitment fee percentage Related Party Transactions Related Party Transactions Disclosure [Text Block] Other Comprehensive Income Foreign Currency Hedge Contract Gains Losses Net Of Tax Other comprehensive income foreign currency hedge contract gains losses net of tax. Foreign currency hedge contract gain (loss) Foreign currency hedge contract gains (losses) Statement [Line Items] Statement [Line Items] Temporary Equity, Accretion to Redemption Value, Adjustment Redemption of common stock included in accounts payable and accrued liabilities Summary of Fixed Rate Notes Payable Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] Unusual or Infrequent Item, or Both, Loss, Gross Insurance claim for damages Payments of Financing Costs, Total Debt issuance costs Payments of Financing Costs Property Management Agreement Property Management Agreement [Member] Property Management Agreement. Self Storage Self Storage [Member] Self Storage. KeyBank CMBS Loan Keybank Cmbs Loan [Member] KeyBank CMBS Loan. Description of distribution and allocation of profits and losses Share Based Compensation Arrangement By Share Based Payment Award Description Of Distribution And Allocation Of Profits And Losses Share based compensation arrangement by share based payment award description of distribution and allocation of profits and losses. LeverageRatio LeverageRatio Leverage Ratio Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive Noncontrolling interests in our Operating Partnership Partners' Capital Attributable to Noncontrolling Interest Payment of term loan with accrued interest. Payment of term loan with accrued interest Payment of term loan with accrued interest Subsequent Event [Line Items] Date of formation of company Entity Incorporation, Date of Incorporation Construction management fee Construction Management Fee Percent On Cost Above Specific Limit Construction Management Fee Percent on Cost Above Specific Limit Required ancillary business revenue to total revenue Required Ancillary Business Revenue To Total Revenue Required ancillary business revenue to total revenue. Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Derivative Instruments and Hedging Activities Derivatives, Policy [Policy Text Block] Common Stock Common Stock [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net income to net cash provided by operating activities: Percentage of organization and offering expense Percentage of Organization and Offering Expense Organization and offering expense Preferred Stock, par value Temporary Equity, Par or Stated Value Per Share Purchase units of limited partnership interest. Purchase Units Of Limited Partnership Interest Purchase units of limited partnership interest Whitby Property Whitby Property Member Whitby property. Shares issued pursuant to distribution reinvestment plan, value Issuance of shares for distribution reinvestment plan Stock Issued During Period, Value, Dividend Reinvestment Plan Cash and Cash Equivalents, at Carrying Value, Ending Balance Cash and Cash Equivalents, at Carrying Value, Beginning Balance Cash and Cash Equivalents, at Carrying Value, Total Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value SST IV Advisor S S T I V Advisor [Member] SST IV advisor. Finite lived intangible assets amortization expense after next twelve months. Finite Lived Intangible Assets Amortization Expense After Next Twelve Months Total estimated future amortization expense of intangible assets, after year one Buildings Building [Member] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Accounts Payable, Total Accounts Payable Payables to related parties Cash distribution record date start Dividends Payable Start Date Of Record Day Month And Year Dividends payable start date of record day month and year. Managed REITs receivables Increase Decrease In Managed Real Estate Investment Trusts Receivables Increase decrease in managed real estate investment trusts receivables. Antidilutive Securities, Name [Domain] Consolidation Considerations Consolidation, Variable Interest Entity, Policy [Policy Text Block] Proceeds from issuance of credit facility debt Net Proceeds From Issuance Of Revolver Debt Net proceeds from issuance of revolver debt. SSGT II Advisor S S G T I I Advisor [Member] SSGT II Advisor. Borrowing capacity Debt Instrument, Unused Borrowing Capacity, Amount Real estate accumulated depreciation foreign exchange gain loss impact and other. Real Estate Accumulated Depreciation Foreign Exchange Gain Loss Impact and Other Impact of foreign exchange rate changes and other Business acquisition, transaction costs Acquisition Related Transaction Costs Acquisition related transaction costs. Mezzanine Loan Mezzanine Loan [Member] Mezzanine loan. SST VI OP Units and SST VI SLP SST VI OP Units and SST VI SLP [Member] SST VI OP Units and SST VI SLP. Strategic Storage Trust IV Property Management Agreement Strategic Storage Trust I V Property Management Agreement [Member] Strategic Storage Trust IV Property Management Agreement. Strategic Storage Growth Trust Inc Strategic Storage Growth Trust Inc [Member] Strategic Storage Growth Trust, Inc. Schedule of Summarized Real Estate Secured Debt Schedule of Debt [Table Text Block] Operating Partnership Redemption Rights Operating Partnership Redemption Rights [Member] Operating partnership redemption rights. Investments in and Advances to Managed REITs Investments In And Advances To Managed Reits Policy [Text Block] Investments in and advances to managed reits. Percentage of upfront dealer manager Percentage of Upfront Dealer Manager Upfront dealer manager Interest Rate Cap Interest Rate Cap [Member] Interest Rate Caps Cover [Abstract] Credit facility cross default provision amount Credit Facility Cross Default Provision Amount Credit facility cross default provision amount. Ancillary Operating Revenue Ancillary Operating Revenue [Member] Ancillary operating revenue. Document Fiscal Year Focus Document Fiscal Year Focus Fair Value Notes Payable, Fair Value Disclosure Intangible Assets Intangible Assets, Finite-Lived, Policy [Policy Text Block] Commitments And Contingencies [Line Items] Commitments And Contingencies [Line Items] Commitments and Contingencies [Line Items] 2024 Net Operating Loss Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Land Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Land Equivalent Shares, included in computation of earnings per share as effect of antidilutive Antidilutive Securities Included In Computation Of Earnings Per Share Amount Antidilutive securities included in computation of earnings per share amount. State income tax expense (benefit) State and Local Income Tax Expense (Benefit), Continuing Operations Sale of Stock Sale of Stock [Domain] Awards vesting date Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vesting Date Share based compensation arrangement by share based payment award equity instruments other than options vesting date. Summary Of Significant Accounting Policies [Table] Summary Of Significant Accounting Policies [Table] Summary Of Significant Accounting Policies [Table] Preferred Stock Preferred Stock Preferred Stock [Member] Corporate and other Corporates and others [Member] Corporates and others [Member] Impact of foreign exchange rate changes Real Estate Accumulated Depreciation Foreign Exchange Gain Loss Impact Real estate accumulated depreciation foreign exchange gain loss impact. Guarantee obligations recourse percentage Guarantee Obligations Recourse Percentage Guarantee obligations recourse percentage. Estimated value per share under distribution reinvestment plan Purchase Price Per Share Of Estimated Value Purchase price per share of estimated value. Cash outflow for the purchase of units. Payments for Purchase of Units Purchase of SST VI Subordinated Class C Units Purchase of SST VI Subordinated Class C Units Variable entity maximum offering Variable Entity Maximum Offering Preferred Units, Description Description of preferred investor distributions Current DRP Offering Current DRP Offering [Member] Current drp offering member. 2024 Performance Based Awards Two Thousand And Twenty Four Performance Based Awards [Member] Two Thousand And Twenty Four Performance Based Awards [Member] Less: Distributions to preferred stockholders Redeemable Preferred Stock Dividends Accounting for Equity Awards Share-Based Payment Arrangement [Policy Text Block] Unvested Weighted-Average Grant-Date Fair Value, Granted Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Segment Reporting [Abstract] Related party transaction expense, transition fee. Related Party Transaction Expense, Transition Fee Transition Fee BMO Loan B M O Loan [Member] BMO Loan. Estimated value per common share Estimated Value Per Common Share Estimated value per common share. Debt issuance cost, gross Debt Issuance Cost, Gross, Noncurrent Allowance for Doubtful Accounts Accounts Receivable [Policy Text Block] New Accounting Pronouncements, Policy [Policy Text Block] Recently Issued Accounting Guidance Third Anniversary Preferred Stock Redemption Period Three [Member] Preferred stock redemption period three. Related party costs, Incurred Operating Costs and Expenses Operating Costs and Expenses, Total Derivative Liability, Fair Value, Gross Liability, Total Derivative fair value, liability Derivative Liability, Subject to Master Netting Arrangement, before Offset Distributions paid to preferred stockholders Payments of Ordinary Dividends, Preferred Stock and Preference Stock Summary Of Significant Accounting Policies [Line Items] Summary Of Significant Accounting Policies [Line Items] Summary Of Significant Accounting Policies [Line Items] Current State income tax expense (benefit) Current State and Local Tax Expense (Benefit) Managed REIT Platform Revenue Managed R E I T Platform Revenue [Member] Managed REIT platform revenue. Common stock per share outstanding per day declared Common Stock Dividends Per Share Per Day Declared Common Stock Dividends Per Share Per Day Declared Business Acquisition, Acquiree Business Acquisition, Acquiree [Domain] Riverview, Florida Florida FLORIDA Cash and cash equivalents, and restricted cash Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Cash And Equivalents And Restricted Cash Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents and restricted cash. Interest Rate Swaps, Effective Date or Date Assumed Derivative Effective Date Date the derivative contract becomes effective, in CCYY-MM-DD format. Effective Date Entity Emerging Growth Company Entity Emerging Growth Company Percentage of membership interest Percentage of voting membership interest Business Acquisition, Percentage of Voting Interests Acquired Maximum weighted-average number of shares outstanding percentage Maximum Weighted Average Number Of Shares Outstanding Basic Percentage Maximum weighted average number of shares outstanding basic percentage. Amendment Flag Amendment Flag Stock Issued During Period, Value, Restricted Stock Award, Gross Issuance of restricted stock, net of forfeitures Foreign Currency Forward, Strike Derivative, Foreign Currency Option Strike Price Other noncontrolling interests Other Noncontrolling Interests Common Stock, Value Authorized Common Stock Value Authorized Common stock, value authorize Other assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other North Whitby Property North Whitby Property Member North Whitby property. Primary Offering IPO [Member] Interests Subsidiary, Ownership Percentage, Parent Percentage of limited partnership interests SSGT III Mezzanine. SSGT III Mezzanine [Member] SSGT III Mezzanine fixed charge coverage ratio Fixed Charge Coverage Ratio Fixed charge coverage ratio. Payments to acquire intangible assets Payments to Acquire Intangible Assets Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Equity method investment, ownership percentage Equity Method Investment, Ownership Percentage CDOR Canadian Dealer Offered Rates [Member] Canadian Dealer Offered Rates. Proceeds from issuance of credit facility debt Proceeds from Lines of Credit, Total Proceeds from line of credit Proceeds from Lines of Credit SSGT III Advisory Agreement SSGT III Advisory Agreement [Member] SSGT III advisory agreement member. Strategic Storage Growth Trust I I I Advisory Agreement Burlington III Property [Member] Burlington III Property [Member] Reimbursement of stock dividend. Reimbursement of Stock Dividend Reimbursement of stock dividend Strategic Storage Growth Trust I I I Property Management Agreement[Member] Strategic Storage Growth Trust I I I Property Management Agreement[Member] Strategic Storage Growth Trust I I I Property Management Agreement Finite-Lived Intangible Asset, Expected Amortization, after Year Five Total estimated future amortization expense of intangible assets, thereafter Percentage of prepay of debt instrument PercentageOfPrepayOfDebtInstrument Prepayment of Notes Health Care Organization, Revenue Sources [Domain] Variable Rate Variable Rate [Domain] Term loan. Term Loan [Member] Term Loan Strategic Storage Trust IV Tenant Program Revenue Member. Strategic Storage Trust I V Tenant Program Revenue [Member] Strategic Storage Trust IV Tenant Program Revenue Tax Period [Domain] Entity File Number Securities Act File Number Aurora, Ontario Aurora, Ontario [Member] Aurora, Ontario [Member]. Acquisitions Real EstateFacilities Acquisitions Real estate facilities acquisitions Value of stock issuable during the period from a dividend reinvestment plan (DRIP). A dividend reinvestment plan allows the holder of the stock to reinvest dividends paid to them by the entity on new issues of stock by the entity. Stock Issuable During Period Value Dividend Reinvestment Plan Shares issuable pursuant to distribution reinvestment plan Maturity date Line of Credit Facility, Expiration Date SSGT II Merger Agreement SSGT II merger agreement. S S G T I I Merger Agreement Member Total deferred tax assets Gross deferred tax asset Deferred Tax Assets, Gross Related party, investment management revenues. Related Party Investment Management Revenues Managed REIT Platform Revenues Number of states located for self storage facilities Number Of States Located For Self Storage Facilities Number of states located for self storage facilities. Self storage facilities. Self Storage Facilities [Member] Self storage facilities Due to affiliates Other Liabilities Other Liabilities, Total Deposits on acquisition of real estate Payments For Deposits On Acquisition Of Real Estate Facilities Payments for deposits on acquisition of real estate facilities. Time Based Awards Time Based Awards [Member] Time based awards. Other Assets, Total Other assets, net Other Assets Real estate investment property Real Estate Investment Property Net Excluding Construction In Process Real estate investment property net excluding construction in process. Share-Based Payment Arrangement [Abstract] Total liabilities assumed Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Loan repayment Repayment of Loan Repayment of loan. Number of self storage facilities Number Of Self Storage Facilities Number Of Self Storage Facilities Debt Instrument Debt Instrument [Axis] Construction in process Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Construction In Process Business combination recognized identifiable assets acquired and liabilities assumed construction in process. Unvested Weighted-Average Grant-Date Fair Value, Beginning balance Unvested Weighted-Average Grant-Date Fair Value, Ending balance Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Outstanding Loan Balance Loans Payable, Current Loans Payable, Current, Total Valuation allowance Valuation allowance Deferred Tax Assets, Valuation Allowance Up to fourth anniversary. Up To Fourth Anniversary [Member] Up to Fourth Anniversary Total operating expenses Total operating expenses Costs and Expenses SSGT III SSGT III [Member] SSGT III [Member] Real Estate Facilities Real Estate, Policy [Policy Text Block] Long-Term Debt, Maturity, Year One 2025 Variable Interest Entity, Primary Beneficiary [Member] Pacific Oak Holding Group Amendment, suspension or termination period of share Amendment Suspension Or Termination Period Of Share Amendment suspension or termination period of share. Interest Accruing On Notes Interest Accruing On Notes Interest Accruing on Notes Second Anniversary Preferred Stock Redemption Period Two [Member] Preferred stock redemption period two. Schedule of Defined Benefit Plans Disclosures [Table] Preferred equity investment redemption. Preferred Equity Investment Redemption SST VI preferred equity investment redemption Entity Small Business Entity Small Business Current DRP Offering Current Distribution Reinvestment Plan [Member] Current distribution reinvestment plan. Entity Shell Company Entity Shell Company Schedule of Un-Vested Share Activity Schedule of Nonvested Share Activity [Table Text Block] Title of Individual Title of Individual [Axis] Number of shares issued in offering Sale of Stock, Number of Shares Issued in Transaction Investment Type Investment Type [Axis] Trademarks acquired amount Finite-Lived Trademarks, Gross Dividends [Abstract] Line of credit facility, annual unused fee Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Net proceeds to pay down within twelve months Net Proceeds to Pay Down Within Twelve Months Net proceeds to pay down within twelve months. Acquisition Cost Acquisition Cost Business Acquisition, Transaction Costs Promissory Note funding. Promissory Note Funding SST VI promissory note funding Unrecognized compensation expense related to non-vested equity awards Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount Preferred stock redemption premium Preferred Stock Redemption Premium Restricted Stock, Shares Issued Net of Shares for Tax Withholdings Tax withholding (net settlement) related to vesting of restricted stock, (in Shares) Tax withholding (net settlement) related to vesting of restricted stock, (in Shares) Revenues: Revenues [Abstract] 2023 Performance Based Awards Two Thousand And Twenty Three Performance Based Awards [Member] Two Thousand And Twenty Three Performance Based Awards [Member] Entity Address, Address Line One Entity Address, Address Line One Antidilutive Securities [Axis] Non Cash Adjustment From Equity Method Investments In Managed Real Estate Investment Trusts Non cash adjustment from equity method investments in managed real estate investment trusts. Non-cash adjustment from equity method investments in Managed REITs Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total Intangibles - customer relationships Intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans. Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member] Income Tax [Table] Income tax. Proceeds from Secured Lines of Credit Additional borrowings Amount of accumulated and unpaid distributions Amount From Accumulated And Unpaid Distributions Amount from accumulated and unpaid distributions. Less: Distributions to participating securities Undistributed Earnings (Loss) Allocated to Participating Securities, Basic Undistributed Earnings (Loss) Allocated to Participating Securities, Basic, Total Less: Distributions to participating securities Finite-Lived Intangible Assets, Gross, Total Gross amounts of lease intangibles Finite-Lived Intangible Assets, Gross Restricted Cash, Total Restricted cash Restricted Cash Other Assets, Fair Value Disclosure Other assets Canadian non-capital losses Deferred Tax Assets Non - Capital Losses Amount of deferred tax asset attributable to non capital losses. Estimated useful life Small Personal Property And Equipment Assets Useful Life Small personal property assets, such as computers. Number of property acquisitions. Number of Property Acquisitions Number of property acquisitions Required leverage ratio of our real estate portfolio Required Leverage Ratio Of Our Real Estate Portfolio Required leverage ratio of our real estate portfolio. Line of Credit Facility, Commitment Fee Percentage Debt instrument, fee percentage Subsequent Event Type Subsequent Event Type [Domain] Offering costs Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs Accumulated Distributions in Excess of Net Income, Total Distributions Accumulated Distributions in Excess of Net Income St. Augustine property member. St. Augustine Property [Member] Income Statement Location Income Statement Location [Axis] Rate of acquisition fees of purchase price of contract Acquisition Fee As Percentage Of Contract Purchase Price Acquisition Fee as Percentage of Contract Purchase Price Long-Term Debt, Maturity, Year Three 2027 SST VI Mezzanine. SST VI Mezzanine [Member] SST VI Mezzanine Non Revolving Debt Non Revolving Credit Facility [Member] Non revolving debt. Restricted stock withholding for payroll taxes Restricted stock withholding for payroll taxes Restricted Stock, Value, Shares Issued Net of Tax Withholdings Distributions paid to noncontrolling interest in our OP Payments to noncontrolling interest in our OP Payments to noncontrolling interest in our OP Distributions paid to noncontrolling interests in our OP Loss contingency other non-cancellable future payment due year three Loss Contingency Other Non-Cancellable Future Payment Due Year Three Loss contingency other non-cancellable future payment due year three. SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] Summary of sponsorship funding payments. Summary of Sponsorship Funding Payments Summary of Sponsorship Funding Payments Long-term Debt, Type Long-Term Debt, Type [Axis] Net (loss) income Net income Net income (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Line of Credit Facility, Lender Line of Credit Facility, Lender [Domain] Strategic Storage Trust IV, Inc. Strategic Storage Trust I V Inc [Member] Strategic Storage Trust IV, Inc Fair market value discount on debt Business Combination Fair Market Value Discount On Debt Business combination fair market value discount on debt. Monthly stockholder servicing fee accrual description Servicing Fees Accrual Description Description of monthly stockholder servicing fee accrual basis. Fair Value, Inputs, Level 2 [Member] Significant Other Observable Inputs (Level 2) Property Management Property Management [Member] Property management member. Carrying Value of Investment Equity Method Investments Share Price Total debt Debt, net Debt and Lease Obligation Equity based compensation expense APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition Transfer Agent fees Transfer Agent Fees Expensed [Member] Transfer agent fees expensed. Joint venture formation,additional fund Joint Venture Formation, Additional Fund Joint venture formation, additional fund. Long Term Debt Maturities Repayments Of Principal After Year Four Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing after fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). 2029 and thereafter Total payments Debt Instrument Carrying Amount Long-Term Debt, Gross Aggregate borrowings Product and Service Product and Service [Axis] CMBS Loan C M B S Loan [Member] CMBS Loan. Payments to Acquire Other Productive Assets Purchase of other assets Accumulated amortization Finite-Lived Intangible Assets, Accumulated Amortization Organizational and Offering Costs Organizational And Offering Costs Policy [Text Block] Organizational and offering costs. Temporary Equity, Carrying Amount, Attributable to Parent Redeemable common stock Distributions Accumulated Distributions in Excess of Net Income [Member] All Currencies All Currencies [Domain] Related party sponsor funding reduction. Related Party Sponsor Funding Reduction Sponsor funding reduction Sponsor funding reduction Strategic Storage Trust IV Advisory Agreement Strategic Storage Trust I V Advisory Agreement [Member] Strategic Storage Trust IV Advisory Agreement. Joint venture formation, fair value of joint venture Joint Venture Formation, Fair Value of Joint Venture Joint venture formation, fair value of joint venture. SSGT III OP [Member] SSGT III OP [Member] SSGT III OP Income Tax Authority, Name [Axis] Investments Investments [Domain] Quarterly Financial Information Disclosure [Abstract] San Gabriel Property [Member] San Gabriel Property [Member] San gabriel property member. Other income (expense): Other Nonoperating Income (Expense) [Abstract] write-off related to special limited partnership interest Write Off Related To Special Limited Partnership Interest Write-off related to special limited partnership interest. After Tenth Anniversary Preferred Stock Redemption Period After Ten Year [Member] Preferred stock redemption period after ten year. Distributions payable Non Cash Transactions Distribution Payable Non cash transactions distribution payable. Loss related to equity interest. Loss related to equity interest Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Amortization of debt issuance costs Amortization of Debt Issuance Costs Interest rate swaps Interest Rate Swap Interest Rate Swap [Member] Class T Common stock Common Class T [Member] Common class T. Percentage of investment fee due upon closing. Percentage Of Investment Fee Due Upon Closing Percentage of investment fee due upon closing Derivative [Table] Derivative [Table] Long-term Line of Credit, Total Outstanding amount Outstanding balance on credit facility Long-Term Line of Credit Number of operating properties Number of Operating Properties Number of operating properties. Postemployment Benefit Plans, Policy [Policy Text Block] Employee Benefit Plan Other Income [Member] Other Income Segment Reporting Segment Reporting, Policy [Policy Text Block] Consolidated Leverage Ratio. Consolidated Leverage Ratio [Member] Consolidated Leverage Ratio Long-Lived Tangible Asset Long-Lived Tangible Asset [Domain] Subsequent Event [Table] SST VI Mezzanine Loan S S T V I mezzanine loan. S S T V I Mezzanine Loan [Member] Restricted Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Strategic Storage Growth Trust II Advisory Agreement Strategic Storage Growth Trust I I Advisory Agreement [Member] Strategic Storage Growth Trust II Advisory Agreement. Net rentable area, primarily self storage space Net rentable area, primarily self storage space Net Rentable Area Preferred stock shares redeemed Preferred Stock Shares Redeemed Preferred stock shares redeemed Fair value of consideration transferred: Business Combination, Consideration Transferred [Abstract] Number of properties owned by Managed REITs which is operated by the company Number Of Properties Owned By Managed R E I Ts Number of properties owned by managed REITs. Defined Contribution Plan, Employer Discretionary Contribution Amount Employer matching contributions, amount Intangible contract assets Intangible contract assets Deferred Tax Liabilities, Intangible Assets Unaudited information. Unaudited Information Policy [Text Block] Unaudited Information Fifth Anniversary Preferred Stock Redemption Period Five [Member] Preferred stock redemption period five. Common Stock, Shares, Outstanding, Ending Balance Common Stock, Shares, Outstanding, Beginning Balance Common Stock, shares outstanding Common Stock, Shares, Outstanding Equity Based Compensation Share-Based Payment Arrangement [Text Block] Unvested Weighted-Average Grant-Date Fair Value, Forfeited Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Reimbursements payable to SAM under the Administrative Services Agreement Reimbursements payable to SAM under the Administrative Services Agreement Reimbursements payable to SAM under the Administrative Services Agreement Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain Gain resulting from acquisition of unconsolidated affiliates Summary of Reconciles Total Consideration Transferred Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] Net income (loss) attributable to common stockholders basic Net income (loss) attributable to common stockholders basic Net loss attributable to common stockholders - basic: Net loss attributable to common stockholders - basic: Purchase Price Allocation for the Acquisition of a Business Business Combinations Policy [Policy Text Block] Managed REIT. Managed REIT [Member] Managed REIT Initial closing amount Initial Closing Amount Occurred On Commitment Related To Preferred Stock Purchase Agreement Initial closing amount occurred on commitment related to preferred stock purchase agreement. Concentration Risk Type Concentration Risk Type [Domain] Recorded sponsor funding reductions. Recorded Sponsor Funding Reductions Recorded sponsor funding reduction Write-off of carrying value related to intangible asset Write Off Of Carrying Value Related To Intangible Asset Write-off of carrying value related to intangible asset. Income Statement Location Income Statement Location [Domain] Gain (Loss) Reclassified from OCI Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax, Total SST IV TCF Loan Sst Iv Tcf Loan [Member] SST IV TCF loan. Document Type Document Type Ownership Ownership [Axis] Real estate investment property, gross Real Estate Investment Property, at Cost Line of credit facility, current borrowing capacity Line of Credit Facility, Current Borrowing Capacity Line of credit facility, current borrowing capacity Common class Z. Common Class Z [Member] Class Z Common stock issued Equity Issued in Business Combination, Fair Value Disclosure Derivative, Amount of Hedged Item Settlement amount of hedge Net cash (used in) provided by investing activities Net Cash Provided by (Used in) Investing Activities Class C Common stock Common Class C [Member] Vaughan, Ontario Vaughan Ontario [Member] Vaughan, Ontario. Document Quarterly Report Document Quarterly Report Hedge cash settlement on november sixteen two thousand twenty three. Hedge Cash Settlement On November Sixteen Two Thousand Twenty Three [Member] Hedge Cash Settlement On November Sixteen Two Thousand Twenty Three Self Storage Facility in Phoenix, Arizona Self Storage Facility In Phoenix Arizona [Member] Self storage facility in Phoenix, Arizona. Amounts incurred in sponsorship funding. Amounts Incurred In Sponsorship Funding Amounts incurred Aggregate principal amount of notes issued AggregatePrincipalAmountOfNotesIssued AggregatePrincipalAmountOfNotesIssued Date Real Estate Venture Became Operational Date Of Real Estate Venture Became Operational Date of real estate venture became operational. SOFR index adjustment. SOFR Index Adjustment [Member] SOFR Index Adjustment Net asset value per share Net Asset Value Per Share, Ending Balance Net Asset Value Per Share, Beginning Balance Net asset value per share and redemption price Net Asset Value Per Share Derivative, notional amount Derivative, Notional Amount Interest rate cap, amount Net income (loss) attributable to SmartStop Self Storage REIT, Inc. common stockholders Net (loss) income attributable to SmartStop Self Storage REIT, Inc. common stockholders Net loss attributable to common stockholders Net Income (Loss) Available to Common Stockholders, Basic Awards vesting year Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vesting year Share based compensation arrangement by share based payment award equity instruments other than options vesting year. Non capital operating loss carryforwards Non Capital Operating Loss Carryforwards Non capital loss carryforwards Unvested Shares, Forfeited Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Net cash used in financing activities Net Cash Provided by (Used in) Financing Activities Torbarrie Loan Torbarrie Loan [Member] Torbarrie loan. Debt Instrument, Redemption, Period Debt Instrument, Redemption, Period [Domain] Entity Filer Category Entity Filer Category Shares Sold In Public Offering Cost Shares Sold In Public Offering Cost Cost incurred in public offering Supplemental disclosure of noncash activities: Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Foreign currency forward contract gains (loss) Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax Investments in Unconsolidated Real Estate Ventures Equity Method Investments and Joint Ventures Disclosure [Text Block] Balance Sheet Location Balance Sheet Location [Domain] Transfer Agent expenses Transfer Agent expenses Additional Paid In Capital Member Transfer agent expenses additional paid in capital. Income Tax Authority, Name [Domain] CORRA adjustment. CORRA Adjustment [Member] CORRA Adjustment Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total Foreign currency translation adjustment Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Geographic Concentration Risk Geographic Concentration Risk [Member] KeyBank Florida CMBS Loan Key Bank Florida C M B S Loan [Member] KeyBank Florida CMBS loan. Strategic Storage Trust VI Property Management Agreement Strategic Storage Trust V I Property Management Agreement [Member] Strategic Storage Trust VI Property Management Agreement. Variable Rate Variable Rate [Axis] Future Principal Payment Requirements on Outstanding Debt Schedule Of Maturities Of Debt Table [Text Block] Schedule of maturities of debt. Additional amount available under credit facility Line Of Credit Facility Additional Borrowing Capacity Line of credit facility additional borrowing capacity. Transfer agent agreement term Transfer Agent Agreement Term Transfer agent agreement term. Daily simple SOFR plus. Daily Simple SOFR Plus [Member] Daily simple SOFR plus. Total liabilities Liabilities Derivative Instruments And Hedging Activities Disclosures [Line Items] Derivative Instruments and Hedging Activities Disclosures [Line Items] Schedule Of Property Plant And Equipment [Table] Property, Plant and Equipment [Table] Dealer Manager Dealer Manager [Member] Dealer manager. Debt instrument, description of variable rate basis Debt Instrument, Description of Variable Rate Basis Accumulated depreciation SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] Stockholders' Equity Attributable to Parent, Ending Balance Stockholders' Equity Attributable to Parent, Beginning Balance Total SmartStop Self Storage REIT, Inc. equity Equity, Attributable to Parent Weighted-average amortization period on remaining intangible assets Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] SOFR TRS subsidiary [Member] TRS subsidiary [Member] TRS Subsidiary Consolidated Entities [Axis] Investments in unconsolidated JV Properties, net Payments to Acquire Real Estate and Real Estate Joint Ventures Regent Property Regent Property member Regent Property [ Member] Strategic Storage Trademark Strategic Storage Trademark [Member] Strategic storage trademark. Interest expense Interest Expense, Total Interest Expense Percentage of fee of former external property managers Percentage Of Service Fees On Gross Revenue For Managing Properties percentage of service fees on gross revenue for managing properties. Construction in process Development in Process Depreciation of Real Property Assets Depreciation, Depletion, and Amortization [Policy Text Block] Summary of Derivative Financial Instruments Schedule of Derivative Instruments [Table Text Block] Name of Property Name of Property [Axis] Greater Toronto Area of Canada Greater Toronto Area Of Canada [Member] Greater Toronto Area of Canada. Initial public offering commenced period description Initial Offering Period Fair Value Measurements Fair Value Measurement, Policy [Policy Text Block] Preferred Equity Preferred Stock [Text Block] Statement of Financial Position [Abstract] Weighted average number of shares outstanding, Diluted Average number of common shares outstanding- diluted Weighted Average Number of Shares Outstanding, Diluted Average number of common shares outstanding - diluted Proceeds from Insurance Settlement, Investing Activities Insurance proceeds on insured property damage Aurora Property Aurora Property member Aurora Property [Member] Investment Thereafter Investment Thereafter [Member] Investment thereafter. Credit Facility Credit Facility [Axis] Deferred Federal income tax expense (benefit) Deferred Federal Income Tax Expense (Benefit) Earnest deposits on acquisitions assigned to the Managed REITs, amounts reclassified to Managed REITs receivables Non Cash Transactions Earnest Deposits on acquisitions Assigned To Managed REITs Amounts Reclassified To Managed REITs Receivables Non cash transactions earnest deposits on acquisitions assigned to managed reits amounts reclassified to managed reits receivables. Equity InvestmentInAndAdvancesToAffiliatesAmountOfEquity Investmentinandadvancestoaffiliatesamountofequity. Gross proceeds from issuance of common stock. Gross Proceeds From Issuance Of Common Stock Gross proceeds from issuance of common stock Related party, investment management revenues net. Related Party Investment Management Revenues Net Total Managed REIT Platform Revenues SOFR Cap June 28, 2024 Secured Overnight Financing Rate Sofr Overnight Index Matured June Twenty Eight Two Thousand Twenty Four [Member] Secured overnight financing rate sofr overnight index matured june twenty eight two thousand twenty four member Denominated in CAD April 11, 2025 Denominated In Cad Matured April Eleven Twothousand Twenty Five [Member] Denominated in cad matured april eleven two thousand twenty five member Transfer agent agreement termination description Transfer Agent Agreement Termination Description Transfer agent agreement termination description. Dividend Declared [Line Items] Dividend Declared [Line Items] Dividend Declared [Line Items] Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent Maximum annual contributions per employee, percentage Gain (Loss) on Foreign Currency Fair Value Hedge Ineffectiveness Gain (loss) on foreign currency hedge contract, ineffective portion Use of Estimates Use of Estimates, Policy [Policy Text Block] Income Taxes Income Tax Disclosure [Text Block] Total assets acquired Total assets acquired Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets JV Properties J V Properties [Member] J V Properties [Member] 2028 Canadian Term Loan Twenty Twenty Eight Canadian Term Loan [Member] Twenty Twenty Eight Canadian Term Loan. Other Managed REIT Revenue Other Managed R E I T Revenue [Member] Other Managed REIT Revenue Member. Credit facility sublimits Line Of Credit Facility Sublimits Line of credit facility sublimits. Tenth Anniversary Preferred Stock Redemption Period Ten [Member] Preferred stock redemption period ten. Strategic Storage Trust VI Tenant Program Revenue Strategic Storage Trust V I Tenant Program Revenue [Member] Strategic Storage Trust VI Tenant Program Revenue. Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] Noncontrolling Interests in Consolidated Entities Schedule of Computation of Earnings Per Common Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Dividend Declared [Table] Dividend Declared [Table] Dividend Declared [Table] Second and final closing amount Second And Final Closing Amount Occurred On Commitment Related To Preferred Stock Purchase Agreement Second and final closing amount occurred on commitment related to preferred stock purchase agreement. Net proceeds to pay down within four months Net Proceeds to Pay Down Within Four Months Net proceeds to pay down within four months. Accounts payable current and noncurrent incurred. Accounts Payable Current And Noncurrent Incurred Payables incurred to related parties Upon Achievement Of Certain Financial Conditions Upon Achievement Of Certain Financial Conditions [Member] Upon achievement of certain financial conditions Number of properties encumbered Number Of Real Estate Properties Encumbered Number of real estate properties encumbered. Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Shares sold in public offering. Shares Sold In Public Offering Shares sold in public offering Fair Value Disclosures [Abstract] Current income tax expense (benefit) Current income tax expense Current Income Tax Expense (Benefit), Total Current Income Tax Expense (Benefit) Summary of Purchase Price Allocation for Acquisitions Schedule of Business Acquisitions, by Acquisition [Table Text Block] SmartStop OP Smart Stop O P [Member] SmartStop OP. Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Comprehensive income (loss) Loss contingency other non-cancellable future payment due year one Loss Contingency Other Non-Cancellable Future Payment Due Year One Loss contingency other non-cancellable future payment due year one. Fair Value Hierarchy and NAV [Axis] Credit Facility Term Loan Credit Facility Term Loan [Member] Credit facility term loan. Measurement Frequency [Domain] Payments to Acquire Property, Plant, and Equipment, Total Self storage facility acquired Payments to Acquire Property, Plant, and Equipment Property acquisitions Non-Capital Losses Expiration Year Non-capital losses expiration year. Net Income Loss Attributable To Noncontrolling Interest In Operating Partnership Net income loss attributable to noncontrolling interest in operating partnership. Net income (loss) attributable to SmartStop Self Storage REIT, Inc. Net income (loss) attributable to SmartStop Self Storage REIT, Inc. Unvested Shares, Vested Unvested Shares, Vested Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Two thousand and twenty four credit facility. Two Thousand and Twenty Four Credit Facility [Member] 2024 Credit Facility Business Acquisition Business Acquisition [Axis] Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Cash, cash equivalents, and restricted cash end of year Cash, cash equivalents, and restricted cash beginning of year Self Storage Rental Revenue Self Storage Rental Revenue [Member] Self storage rental revenue. SST VI Class C subordinated units. SST VI Class C Subordinated Units [Member] SST VI Class C Subordinated Units [Member] Income Tax Disclosure [Abstract] Finite-Lived Intangible Assets by Major Class Finite-Lived Intangible Assets by Major Class [Axis] CORRA swap. CORRA Swap [Member] CORRA Swap Total investments in and advances Investments in and advances to Managed REITs Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures SOFR Cap May 1, 2025 Secured Overnight Financing Rate Sofr Overnight Index Matured May One TwoThousand Twenty Five [Member] Secured overnight financing rate sofr overnight index matured may one two thousand twenty five member Preferred Units in SST VI OP Preferred Units in SST VI OP [Member] Preferred units in sst vi op member. XML 8 R1.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 09, 2024
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Registrant Name SmartStop Self Storage REIT, Inc.  
Entity Central Index Key 0001585389  
Entity Current Reporting Status Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Incorporation, State or Country Code MD  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-55617  
Entity Tax Identification Number 46-1722812  
Entity Address, Address Line One 10 Terrace Road  
Entity Address, City or Town Ladera Ranch  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92694  
City Area Code 877  
Local Phone Number 327-3485  
Entity Interactive Data Current Yes  
Class A Common stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   88,257,265
Class T Common stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   8,118,881
XML 9 R2.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Real estate facilities:    
Land $ 432,381 $ 430,869
Buildings 1,404,894 1,401,981
Site improvements 93,105 91,896
Real estate investment property, gross 1,930,380 1,924,746
Accumulated depreciation (281,485) (255,844)
Real estate investment property 1,648,895 1,668,902
Construction in process 8,968 5,977
Real estate facilities, net 1,657,863 1,674,879
Cash and cash equivalents 34,677 45,079
Restricted cash 7,368 8,348
Investments in unconsolidated real estate ventures (Note 4) 36,442 35,832
Investments in and advances to Managed REITs 39,837 34,391
Deferred tax assets 4,568 4,450
Other assets, net 17,698 21,701
Intangible assets, net of accumulated amortization 1,635 1,170
Trademarks, net of accumulated amortization 15,700 15,771
Goodwill 53,643 53,643
Debt issuance costs, net of accumulated amortization 8,154 377
Total assets [1] 1,877,585 1,895,641
LIABILITIES, TEMPORARY EQUITY, AND EQUITY    
Debt, net 1,106,614 1,087,401
Accounts payable and accrued liabilities 39,196 28,978
Due to affiliates 410 416
Distributions payable 8,736 9,156
Deferred tax liabilities 6,084 6,194
Total liabilities 1,161,040 1,132,145
Commitments and contingencies (Note 12)
Equity:    
Additional paid-in capital 894,870 894,857
Distributions (353,086) (324,191)
Accumulated deficit (175,739) (167,270)
Accumulated other comprehensive income (360) 847
Total SmartStop Self Storage REIT, Inc. equity 365,782 404,340
Noncontrolling interests in our Operating Partnership 89,010 91,488
Other noncontrolling interests 26 35
Total noncontrolling interests 89,036 91,523
Total equity 454,818 495,863
Total liabilities, temporary equity and equity 1,877,585 1,895,641
Class A Common stock    
Equity:    
Common stock, value 89 89
Class T Common stock    
Equity:    
Common stock, value 8 8
Series A Convertible Preferred Stock    
LIABILITIES, TEMPORARY EQUITY, AND EQUITY    
Redeemable common stock 196,356 196,356
Redeemable Common Stock    
LIABILITIES, TEMPORARY EQUITY, AND EQUITY    
Redeemable common stock $ 65,371 $ 71,277
[1] Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.
XML 10 R3.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Preferred Stock    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 200,000,000 200,000,000
Series A Convertible Preferred Stock    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 200,000 200,000
Preferred Stock, shares issued 200,000 200,000
Preferred Stock, shares outstanding 200,000 200,000
Preferred Stock, liquidation preference, value $ 203,108 $ 203,151
Class A Common stock    
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 350,000,000 350,000,000
Common Stock, shares issued 88,696,458 88,761,135
Common Stock, shares outstanding 88,696,458 88,761,135
Class T Common stock    
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 350,000,000 350,000,000
Common Stock, shares issued 8,124,618 8,113,827
Common Stock, shares outstanding 8,124,618 8,113,827
XML 11 R4.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Total revenues $ 59,163 $ 59,590 $ 116,205 $ 116,726
Operating expenses:        
General and administrative 7,813 7,182 15,240 13,719
Depreciation 13,636 13,376 27,221 26,648
Intangible amortization expense 173 1,836 245 3,756
Acquisition expenses 12 11 82 42
Total operating expenses 41,486 40,981 82,528 81,215
Income from operations 17,677 18,609 33,677 35,511
Other income (expense):        
Other, net (125) 1,193 384 1,943
Interest expense (17,294) (14,905) (33,848) (29,608)
Loss on debt extinguishment 0 0 (471) 0
Income tax (expense) benefit (347) 134 (689) (143)
Net (loss) income (705) 4,279 (2,344) 6,312
Net (income) loss attributable to noncontrolling interests (8) (770) 91 (1,110)
Less: Distributions to preferred stockholders (3,108) (3,116) (6,216) (6,199)
Net (loss) income attributable to SmartStop Self Storage REIT, Inc. common stockholders $ (3,821) $ 393 $ (8,469) $ (997)
Net (loss) income per Class A & Class T share - basic $ (0.04) $ 0 $ (0.09) $ (0.01)
Net (loss) income per Class A & Class T share - diluted $ (0.04) $ 0 $ (0.09) $ (0.01)
Weighted average number of shares outstanding- basic 96,775,724 96,815,006 96,803,814 96,817,849
Weighted average number of shares outstanding, Diluted 96,775,724 97,251,835 96,803,814 96,817,849
Self Storage Rental Revenue        
Revenues:        
Total revenues $ 52,660 $ 51,678 $ 103,129 $ 102,955
Ancillary Operating Revenue        
Revenues:        
Total revenues 2,324 2,180 4,516 4,371
Managed REIT Platform Revenue        
Revenues:        
Total revenues 2,670 4,320 5,405 6,597
Reimbursable Costs from Managed REITs        
Revenues:        
Total revenues 1,509 1,412 3,155 2,803
Operating expenses:        
Operating expenses 1,509 1,412 3,155 2,803
Property Operating Expenses        
Operating expenses:        
Operating expenses 17,695 16,483 35,085 33,016
Managed REIT Platform Expenses        
Operating expenses:        
Operating expenses $ 648 $ 681 $ 1,500 $ 1,231
Class A and T Common Stock        
Other income (expense):        
Net (loss) income per Class A & Class T share - basic $ (0.04) $ 0 $ (0.09) $ (0.01)
Net (loss) income per Class A & Class T share - diluted $ (0.04) $ 0 $ (0.09) $ (0.01)
Class A Common stock        
Other income (expense):        
Weighted average number of shares outstanding- basic 88,652,922 88,717,078 88,683,783 88,726,076
Weighted average number of shares outstanding, Diluted 88,652,922 89,153,907 88,683,783 88,726,076
Class T Common stock        
Other income (expense):        
Weighted average number of shares outstanding- basic 8,122,802 8,097,928 8,120,031 8,091,773
Weighted average number of shares outstanding, Diluted 8,122,802 8,097,928 8,120,031 8,091,773
JV Properties        
Other income (expense):        
Equity in earnings (losses) from investments $ (359) $ (536) $ (688) $ (941)
Managed REITs        
Other income (expense):        
Equity in earnings (losses) from investments $ (257) $ (216) $ (709) $ (450)
XML 12 R5.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ (705) $ 4,279 $ (2,344) $ 6,312
Other comprehensive income (loss):        
Foreign currency translation adjustment (598) 1,184 (1,919) 1,437
Foreign currency hedge contract gains (losses) 504 (963) 1,860 (1,054)
Interest rate swap and cap contract gains (losses) (808) 550 (1,314) (943)
Other comprehensive income (loss) (902) 771 (1,373) (560)
Comprehensive income (loss) (1,607) 5,050 (3,717) 5,752
Comprehensive income attributable to noncontrolling interests:        
Comprehensive (income) loss attributable to noncontrolling interests 100 (860) 257 (1,046)
Comprehensive income (loss) attributable to SmartStop Self Storage REIT, Inc. stockholders $ (1,507) $ 4,190 $ (3,460) $ 4,706
XML 13 R6.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Statements of Equity and Temporary Equity (Unaudited) - USD ($)
$ in Thousands
Total
Redeemable Common Stock
Common Stock
Class A Common stock
Common Stock
Class T Common stock
Common Stock
Redeemable Common Stock
Additional Paid-in Capital
Distributions
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total SmartStop Self Storage REIT, Inc. Equity
Noncontrolling Interests
Preferred Stock
Beginning Balance at Dec. 31, 2022 $ 561,819   $ 89 $ 8 $ 76,578 $ 894,284 $ (266,152) $ (164,524) $ 3,655 $ 467,360 $ 94,459 $ 196,356
Beginning Balance (in shares) at Dec. 31, 2022     88,853,454 8,085,550                
Offering costs (11)         (11)       (11)    
Tax withholding (net settlement) related to vesting of restricted stock (248)   $ (1)     (247)       (248)    
Tax withholding (net settlement) related to vesting of restricted stock, (in Shares)     (17,422)                  
Changes to redeemable common stock (5,974) $ 5,974       (5,974)       (5,974)    
Redemptions of common stock (2) (11,952) $ (1) $ (1)           (2)    
Redemptions of common stock (in shares)     (299,129) (10,868)                
Issuance of restricted stock, net of forfeitures 1   $ 1             1    
Issuance of restricted stock, net of forfeitures (in shares)     45,990                  
Distributions (28,764)           (28,764)     (28,764)    
Distributions to noncontrolling interests in our Operating Partnership (4,135)                   (4,135)  
Distributions to other noncontrolling interests (227)                   (227)  
Issuance of shares for distribution reinvestment plan 5,976   $ 1 $ 1   5,974       5,976    
Issuance of shares for distribution reinvestment plan (in shares)     353,648 38,871                
Equity based compensation expense 2,619         557       557 2,062  
Net income (loss) attributable to SmartStop Self Storage REIT, Inc. common stockholders (997)             (997)   (997)    
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership 737                   737  
Net income attributable to other noncontrolling interests 373                   373  
Foreign currency translation adjustment 1,437               1,269 1,269 168  
Foreign currency hedge contract gains (losses) (1,054)               (931) (931) (123)  
Interest rate hedge contract loss (943)               (834) (834) (109)  
Ending Balance at Jun. 30, 2023 530,607   $ 89 $ 8 70,600 894,583 (294,916) (165,521) 3,159 437,402 93,205 196,356
Ending Balance (in shares) at Jun. 30, 2023     88,936,541 8,113,553                
Beginning Balance at Dec. 31, 2022 561,819   $ 89 $ 8 76,578 894,284 (266,152) (164,524) 3,655 467,360 94,459 196,356
Beginning Balance (in shares) at Dec. 31, 2022     88,853,454 8,085,550                
Ending Balance at Dec. 31, 2023 495,863   $ 89 $ 8 71,277 894,857 (324,191) (167,270) 847 404,340 91,523 196,356
Ending Balance (in shares) at Dec. 31, 2023     88,761,135 8,113,827                
Beginning Balance at Mar. 31, 2023 543,916   $ 89 $ 8 71,863 894,355 (280,412) (165,914) 2,478 450,604 93,312 196,356
Beginning Balance (in shares) at Mar. 31, 2023     88,882,544 8,085,550                
Offering costs (11)         (11)       (11)    
Tax withholding (net settlement) related to vesting of restricted stock (35)   $ (1)     (34)       (35)    
Tax withholding (net settlement) related to vesting of restricted stock, (in Shares)     (2,636)                  
Changes to redeemable common stock (5,974) 5,974       (5,974)       (5,974)    
Redemptions of common stock (2) (7,237) $ (1) $ (1)           (2)    
Redemptions of common stock (in shares)     (299,129) (10,868)                
Issuance of restricted stock, net of forfeitures 1   $ 1             1    
Issuance of restricted stock, net of forfeitures (in shares)     2,114                  
Distributions (14,504)           (14,504)     (14,504)    
Distributions to noncontrolling interests in our Operating Partnership (2,106)                   (2,106)  
Distributions to other noncontrolling interests (98)                   (98)  
Issuance of shares for distribution reinvestment plan 5,975   $ 1 $ 1   5,973       5,975    
Issuance of shares for distribution reinvestment plan (in shares)     353,648 38,871                
Equity based compensation expense 1,512         274       274 1,238  
Net income (loss) attributable to SmartStop Self Storage REIT, Inc. common stockholders 393             393   393    
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership 504                   504  
Net income attributable to other noncontrolling interests 265                   265  
Foreign currency translation adjustment 1,184               1,045 1,045 139  
Foreign currency hedge contract gains (losses) (963)               (850) (850) (113)  
Interest rate hedge contract loss 550               486 486 64  
Ending Balance at Jun. 30, 2023 530,607   $ 89 $ 8 70,600 894,583 (294,916) (165,521) 3,159 437,402 93,205 196,356
Ending Balance (in shares) at Jun. 30, 2023     88,936,541 8,113,553                
Beginning Balance at Dec. 31, 2023 495,863   $ 89 $ 8 71,277 894,857 (324,191) (167,270) 847 404,340 91,523 196,356
Beginning Balance (in shares) at Dec. 31, 2023     88,761,135 8,113,827                
Offering costs (80)         (80)       (80)    
Tax withholding (net settlement) related to vesting of restricted stock (219)   $ (1)     (218)       (219)    
Tax withholding (net settlement) related to vesting of restricted stock, (in Shares)     (15,315)                  
Changes to redeemable common stock (11,376) 11,376       (11,376)       (11,376)    
Redemptions of common stock (2) (17,282) $ (1) $ (1)           (2)    
Redemptions of common stock (in shares)     (760,540) (66,031)                
Issuance of restricted stock, net of forfeitures 1   $ 1             1    
Issuance of restricted stock, net of forfeitures (in shares)     41,700                  
Distributions (28,895)           (28,895)     (28,895)    
Distributions to noncontrolling interests in our Operating Partnership (4,247)                   (4,247)  
Distributions to other noncontrolling interests (225)                   (225)  
Issuance of shares for distribution reinvestment plan 11,376   $ 1 $ 1   11,374       11,376    
Issuance of shares for distribution reinvestment plan (in shares)     669,478 76,822                
Equity based compensation expense 2,555         313       313 2,242  
Net income (loss) attributable to SmartStop Self Storage REIT, Inc. common stockholders (8,469)             (8,469)   (8,469)    
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership (307)                   (307)  
Net income attributable to other noncontrolling interests 216                   216  
Foreign currency translation adjustment (1,919)               (1,689) (1,689) (230)  
Foreign currency hedge contract gains (losses) 1,860               1,638 1,638 222  
Interest rate hedge contract loss (1,314)               (1,156) (1,156) (158)  
Ending Balance at Jun. 30, 2024 454,818   $ 89 $ 8 65,371 894,870 (353,086) (175,739) (360) 365,782 89,036 196,356
Ending Balance (in shares) at Jun. 30, 2024     88,696,458 8,124,618                
Beginning Balance at Mar. 31, 2024 474,866   $ 88 $ 8 68,312 894,796 (338,634) (171,918) 433 384,772 90,094 196,356
Beginning Balance (in shares) at Mar. 31, 2024     88,869,543 8,127,815                
Offering costs (80)         (80)       (80)    
Changes to redeemable common stock (5,682) 5,682       (5,682)       (5,682)    
Redemptions of common stock (1) $ (8,623) $ (1) $ (1)           (1)    
Redemptions of common stock (in shares)     (511,962) (41,441)                
Issuance of restricted stock, net of forfeitures 1   $ 1             1    
Issuance of restricted stock, net of forfeitures (in shares)     4,562                  
Distributions (14,452)           (14,452)     (14,452)    
Distributions to noncontrolling interests in our Operating Partnership (2,117)                   (2,117)  
Distributions to other noncontrolling interests (107)                   (107)  
Issuance of shares for distribution reinvestment plan 5,682   $ 1 $ 1   5,680       5,682    
Issuance of shares for distribution reinvestment plan (in shares)     334,315 38,244                
Equity based compensation expense 1,422         156       156 1,266  
Net income (loss) attributable to SmartStop Self Storage REIT, Inc. common stockholders (3,821)             (3,821)   (3,821)    
Net income (loss) attributable to the noncontrolling interests in our Operating Partnership (98)                   (98)  
Net income attributable to other noncontrolling interests 107                   107  
Foreign currency translation adjustment (598)               (526) (526) (72)  
Foreign currency hedge contract gains (losses) 504               444 444 60  
Interest rate hedge contract loss (808)               (711) (711) (97)  
Ending Balance at Jun. 30, 2024 $ 454,818   $ 89 $ 8 $ 65,371 $ 894,870 $ (353,086) $ (175,739) $ (360) $ 365,782 $ 89,036 $ 196,356
Ending Balance (in shares) at Jun. 30, 2024     88,696,458 8,124,618                
XML 14 R7.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Statements of Equity and Temporary Equity (Parenthetical) (Unaudited) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Distributions Per Share $ 0.15 $ 0.15 $ 0.3 $ 0.3
XML 15 R8.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income (loss) $ (2,344) $ 6,312
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 27,466 30,403
Change in deferred tax assets and liabilities 372 (185)
Accretion of fair market value adjustment of debt 80 5
Amortization of debt issuance costs 1,774 1,365
Loss on extinguishment of debt 471 0
Equity based compensation expense 2,555 2,619
Non-cash adjustment from equity method investments in JV Properties 688 941
Non-cash adjustment from equity method investments in Managed REITs 709 871
Accretion of financing fee revenues (78) (460)
Unrealized foreign currency and derivative (gains) losses 2,544 (42)
Sponsor funding reduction [1] 380 0
Increase (decrease) in cash from changes in assets and liabilities:    
Other assets, net 2,573 5,647
Accounts payable and accrued liabilities 3,307 244
Managed REITs receivables (8,817) (2,410)
Due to affiliates (6) 3
Net cash provided by operating activities 31,674 45,313
Cash flows from investing activities:    
Purchase of real estate (10,516) 0
Additions to real estate and construction in process (4,842) (8,449)
Insurance proceeds on insured property damage 0 809
Investments in unconsolidated JV Properties, net (2,411) (6,227)
Deposits on acquisition of real estate (964) (1,208)
Capital Distributions from Managed REITs 308 289
SST VI promissory note funding 0 (15,000)
SST VI preferred equity investment 0 (15,000)
SST VI preferred equity investment redemption 0 15,000
Purchase of SST VI Subordinated Class C Units (634) 0
Settlement of foreign currency hedges 1,939 3,477
Purchase of other assets (59) 0
Net cash (used in) provided by investing activities (13,179) 18,191
Cash flows from financing activities    
Gross proceeds from issuance of non-credit facility debt 55,590 0
Repayment of non-credit facility debt 0 (12,017)
Scheduled principal payments on non-credit facility debt (1,703) (1,314)
Proceeds from issuance of credit facility debt 591,500 90,000
Repayment of credit facility debt (623,808) (105,000)
Debt issuance costs (9,172) 0
Offering costs (80) (11)
Redemption of common stock (12,605) (4,715)
Restricted stock withholding for payroll taxes (219) (247)
Distributions paid to preferred stockholders (6,259) (6,233)
Distributions paid to common stockholders (17,733) (23,456)
Distributions paid to noncontrolling interests in our OP (4,411) (3,917)
Distributions paid to other noncontrolling interests (225) (227)
Net cash used in financing activities (29,125) (67,137)
Impact of foreign exchange rate changes on cash and restricted cash (752) 226
Change in cash, cash equivalents, and restricted cash (11,382) (3,407)
Cash, cash equivalents, and restricted cash beginning of year 53,427 46,038
Cash, cash equivalents, and restricted cash end of year 42,045 42,631
Supplemental disclosures and non-cash transactions:    
Cash paid for interest, net of capitalized interest 31,241 26,117
Cash paid for income taxes 34 14
Supplemental disclosure of noncash activities:    
Redemption of common stock included in accounts payable and accrued liabilities 8,623 7,238
Distributions payable 8,736 8,842
Real estate and construction in process included in accounts payable and accrued liabilities 892 1,178
Issuance of shares pursuant to distribution reinvestment plan 11,376 5,974
Retirement of assets due to casualty loss 731 0
Earnest deposits on acquisitions assigned to the Managed REITs, amounts reclassified to Managed REITs receivables 943 1,083
SSGT III    
Cash flows from investing activities:    
Loan funding 0 (8,000)
Loan repayment 4,000 17,500
SST VI Mezzanine    
Cash flows from investing activities:    
Mezzanine loan funding 0 (15,000)
Mezzanine loan repayments $ 0 $ 50,000
[1] Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return receives Series C Units in SST VI's OP. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI.
XML 16 R9.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Organization
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Organization

Note 1. Organization

SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Company”), is a self-managed and fully-integrated self storage real estate investment trust (“REIT”), formed on January 8, 2013 under the Maryland General Corporation Law. Our year end is December 31. As used in this report, “we,” “us,” “our,” and “Company” refer to SmartStop Self Storage REIT, Inc. and each of our subsidiaries.

We acquire and own self storage facilities; we also operate self storage facilities owned by us as well as those owned by the entities sponsored by us. As of June 30, 2024, we wholly-owned 155 self storage facilities located in 19 states (Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, Nevada, North Carolina, Ohio, South Carolina, Texas, Virginia, Washington, and Wisconsin) and Canada.

As discussed herein, we, through our subsidiaries, currently serve as the sponsor of Strategic Storage Trust VI, Inc., a publicly-registered non-traded REIT (“SST VI”), and Strategic Storage Growth Trust III, Inc., a private REIT (“SSGT III” and together with SST VI and any future sponsored REITs, the “Managed REITs”). We also served as the sponsor of Strategic Storage Trust IV, Inc., a public non-traded REIT (“SST IV”), through March 17, 2021, and Strategic Storage Growth Trust II, Inc., a private REIT (“SSGT II”), through June 1, 2022, the dates on which we closed on the mergers of SST IV (the “SST IV Merger”) and SSGT II (the “SSGT II Merger”), respectively, as defined in Note 3 – Real Estate Facilities. Prior to March 17, 2021 and June 1, 2022, SST IV and SSGT II, respectively, were also included in the “Managed REITs.”

We operate the properties owned by the Managed REITs, which together with one other self storage property we manage, as of June 30, 2024, represented 32 operating properties and approximately 25,400 units and 2.8 million rentable square feet. Through our Managed REIT Platform (as defined below), we originate, structure, and manage additional self storage investment products.

SmartStop OP, L.P. (the “Operating Partnership”) owns, directly or indirectly through one or more subsidiaries, all of the self storage properties that we own. As of June 30, 2024, we owned approximately 88% of the common units of limited partnership interests of our Operating Partnership. The remaining approximately 12% of the common units are owned by current and former employees, members of our executive management team, board members, or indirectly by Strategic Asset Management I, LLC (f/k/a SmartStop Asset Management, LLC), our former sponsor (“SAM”), its affiliates, and affiliates of Select Capital Corporation, the former dealer manager of our offering (the “Former Dealer Manager”). 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 commenced our initial public offering in January 2014, in which we offered 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”). At the termination of our Offering in January 2017, we had sold approximately 48 million shares of our Class A common stock (the "Class A Shares") and approximately 7 million shares of our Class T common stock (the "Class T Shares") for approximately $493 million and $73 million respectively.

In November 2016, we filed a Registration Statement on Form S-3 with the SEC, which registered $100.9 million in shares under our distribution reinvestment plan. On May 14, 2024, we filed a new Registration Statement on Form S-3 with the SEC which registered up to an additional 4,500,000 Class A Shares and 500,000 Class T Shares under our distribution reinvestment plan (our “DRP Offering”).

As of June 30, 2024, we had sold approximately 10.0 million Class A Shares and approximately 1.3 million Class T Shares through our distribution reinvestment plan, of which, approximately 0.2 million Class A Shares and approximately 0.1 million Class T Shares were sold under our current DRP Offering. The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.

On January 15, 2024, our board of directors (the “Board”), upon recommendation of our Nominating and Corporate Governance Committee, approved an Estimated Per Share Net Asset Value (“NAV”) of our common stock of $15.25 for our Class A Shares and Class T 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 a fully diluted basis, calculated as of September 30, 2023.

XML 17 R10.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

The square footage, unit count, and occupancy percentage data and related disclosures included in these notes to the consolidated financial statements are outside the scope of our independent registered accounting firm's review.

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 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 us as we are currently the primary beneficiary. Our sole significant asset is our investment in our Operating Partnership; as a result, substantially all of our assets and liabilities represent those assets and liabilities of our Operating Partnership and its wholly-owned subsidiaries.

On March 1, 2022, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the public offering of SST VI, became a 10% non-voting member of Strategic Storage Advisor VI, LLC, our advisor to SST VI (the “SST VI Advisor”). We continue to be the primary beneficiary of SST VI Advisor, and its operations therefore continue to be consolidated by us.

As of June 30, 2024 and December 31, 2023, we were not a party to any other material contracts or interests that would be deemed variable interests in VIEs other than our joint ventures with SmartCentres and our equity investments in the Managed REIT's, which are all accounted for under the equity method of accounting (see Note 4 – Investments in Unconsolidated Real Estate Ventures and Note 10 – Related Party Transactions for additional information), and our joint venture programs through which we offer our tenant insurance, tenant protection plans or similar programs (the “Tenant Protection Programs”) with SST VI, SSGT III, and SSGT II (through June 1, 2022) which are consolidated.

Equity Investments

Under the equity method, our investments are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and impairments, as applicable. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments and recorded within our consolidated statements of operations.

 

Investments in and Advances to Managed REITs

As of June 30, 2024 and December 31, 2023, we owned equity and debt investments in the Managed REITs; such amounts are included in Investments in and advances to Managed REITs within our consolidated balance sheets. We account for the equity investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the Managed REITs’ operating and financial policies through our advisory and property management agreements with the respective Managed REITs. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for our share of equity in the respective Managed REIT’s earnings and reduced by distributions.

We record the interest on our debt investments on the accrual basis and such income is included in Other, net, within Other income (expense) of our consolidated statements of operations. While we do make loans periodically, we do not consider that to be part of our ordinary operating activity, and therefore do not report income from loans as operating income.

See Note 10 – Related Party Transactions for additional information.

Noncontrolling Interests in Consolidated Entities

We account for the noncontrolling interests in our Operating Partnership and the noncontrolling interests in SST VI Advisor and our Tenant Protection Programs joint ventures with SST VI, SSGT III, and SSGT II (prior to the SSGT II Merger on June 1, 2022) 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 partners, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interests are reflected as noncontrolling interests in the accompanying consolidated balance sheets. We also consolidate our interests in the SSGT III and SST VI Tenant Protection Programs and present the minority interests as noncontrolling interests in the accompanying consolidated balance sheets. The noncontrolling interests shall be attributed their share of income and losses, even if that attribution results in a deficit noncontrolling interests 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 that of real estate acquisition valuation and the allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed at relative fair value, the evaluation of potential impairment of indefinite and long-lived assets and goodwill, and the estimated useful lives of real estate assets and intangibles.

Cash and Cash Equivalents

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

We may maintain cash and cash equivalents in financial institutions in excess of insured limits. In an effort to mitigate this risk, we only invest 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 certain of our loan agreements.

Real Estate Purchase Price Allocation and Treatment of Acquisition Costs

We account for asset 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 as of the date of acquisition. 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. We engage independent third-party valuation specialists to assist in the determination of significant estimates and market-based assumptions used in the valuation models.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.7 million and none in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2024 and 2023, 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 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.

Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2024 and 2023, our property acquisitions did not meet the definition of a business. To date, our acquisitions have generally not met the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) and because the acquisitions did 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, acquisition related transaction costs are capitalized rather than expensed.

During the three months ended June 30, 2024 and 2023, we expensed approximately $12,000 and $11,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

During the six months ended June 30, 2024 and 2023, we expensed approximately $82,000 and $42,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

Evaluation of Possible Impairment of Real Property Assets

Management monitors events and changes in circumstances that could indicate that the carrying amounts of our real property assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the real property 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 real property assets to the fair value and recognize an impairment loss. For the six months ended June 30, 2024 and 2023, no real property asset impairment losses were recognized.

Goodwill Valuation

We initially recorded goodwill as a result of the Self Administration Transaction (as defined in Note 10 – Related Party Transactions), which occurred in 2019. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual tests we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative analysis to compare the fair value of each reporting

unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized.

See Note 10 – Related Party Transactions for additional information.

Trademarks

In connection with the Self Administration Transaction, we recorded the fair value associated with the two primary trademarks acquired therein.

Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name.

As of June 30, 2024 and December 31, 2023, $15.7 million was recorded related to the SmartStop® Self Storage trademark, which is an indefinite lived trademark. The “Strategic Storage®” trademark is a definite lived trademark, which was fully amortized as of June 30, 2024. As of December 31, 2023, approximately $71,000 was recorded to the “Strategic Storage®” trademark.

We qualitatively evaluate whether any triggering events or changes in circumstances have occurred in addition to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.

Revenue Recognition

Self Storage Operations

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets, and contractually due but unpaid rent is included in other assets.

In accordance with ASC 842, we review the collectability of lease payments on an ongoing basis. We consider collectability indicators when analyzing accounts receivable and historical bad debt levels, including current economic trends, all of which assist in evaluating the probability of outstanding and future rental income collections.

Additionally, we earn ancillary revenue from fees we receive related to providing tenant insurance or tenant protection plans to customers at our properties through our Tenant Protection Programs, and to a lesser extent, through the sale of various moving and packing supplies such as locks and boxes. We recognize such revenue in the Ancillary operating revenue line within our consolidated statements of operations as the services are performed and as the goods or services are delivered.

Managed REIT Platform

We earn property management and asset management revenue, pursuant to the respective property management and advisory agreement contracts, in connection with providing services to the Managed REITs. We have determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for the property management services and asset management services are satisfied as the services are rendered. While we are compensated for our services on a monthly basis, these services represent a series of distinct daily services in accordance with ASC 606. Such revenue is recorded in the Managed REIT Platform revenue line within our consolidated statements of operations.

The Managed REITs’ advisory agreements also provide for reimbursement to us of our direct and indirect costs of providing administrative and management services to the Managed REITs. These reimbursements include costs incurred in relation to organization and offering services provided to the Managed REITs and the reimbursement of salaries, bonuses, and other expenses related to benefits paid to our employees while performing services for the Managed REITs. The Managed REITs’ property management agreements also provide reimbursement to us for the property manager’s costs of

managing the properties. Reimbursable costs include wages and salaries and other expenses that arise in operating, managing and maintaining the Managed REITs’ properties.

Under ASC 606, direct reimbursement of such costs does not represent a separate performance obligation from our obligation to perform property management and asset management services. The reimbursement income is considered variable consideration, and is recognized as the costs are incurred, subject to limitations on the Managed REIT Platform’s ability to incur offering costs or limitations imposed by the advisory agreements. We have elected to separately record such revenue in the Reimbursable costs from Managed REITs line within our consolidated statements of operations.

Additionally, we earn revenue in connection with our Tenant Protection Programs joint ventures with our Managed REITs. We also earn development and construction management revenue from services we provide in connection with the project design, coordination and oversight of development and certain capital improvement projects undertaken by the Managed REITs. We recognize such revenue in the Managed REIT Platform revenue line within our consolidated statements of operations as the services are performed or delivered. See Note 10 – Related Party Transactions, for additional information regarding revenue generated from our Managed REIT Platform.

Sponsor Funding Agreement

On November 1, 2023, SmartStop REIT Advisors, LLC, a subsidiary of our Operating Partnership, entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) with SST VI and Strategic Storage Operating Partnership VI, L.P. (“SST VI OP”) in connection with certain changes to the public offering of SST VI (see Note 10 – Related Party Transactions for additional information).

Pursuant to the Sponsor Funding Agreement, SmartStop, through a wholly-owned subsidiary, is required to fund the payment of the front-end sales load for the sale of SST VI’s class Y and class Z shares sold in its offering. In exchange, SmartStop receives a number of series C convertible units (“Series C Units”) in SST VI OP calculated as the dollar amount of such funding divided by the then-current offering price $9.30 through August 6, 2024 for such class Y and Z shares. The Series C Units shall automatically convert into class A units of SST VI OP on a one-to-one basis upon SST VI’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of SST VI shares of common stock, including the class Y shares and class Z shares, calculated net of the Series C Units to be converted. On August 7, 2024, SST VI declared an estimated net asset value per share of $10.00. Since the Series C Units that could be converted would result in the net asset value falling below $10.00 per share, none of the Series C Units we own were converted into class A units of SST VI OP, and our future purchases will be determined based on the current estimated net asset value at such time.

In accordance with ASC 606, the amount by which our funding exceeds the fair value of the Series C Units received is accounted for as a payment to a customer and is therefore recorded as a reduction to the transaction price for the services we provide to such customer. Each payment is initially included in the Other assets line-item in our consolidated balance sheet and subsequently recorded as a reduction of Managed REIT Platform revenues ratably over the remaining estimated life of our management contracts with SST VI. Below is a summary of the portion of sponsorship funding payments which exceeds the fair value of the Series C Units received, and is recorded pursuant to ASC 606 as described above (in thousands):

 

Balance as of December 31, 2022

 

$

 

Amounts incurred

 

 

3,527

 

Recorded sponsor funding reduction

 

 

(34

)

Balance as of December 31, 2023

 

$

3,493

 

Amounts incurred

 

$

644

 

Recorded sponsor funding reduction

 

 

(380

)

Balance as of June 30, 2024

 

$

3,757

 

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records this general allowance estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of June 30, 2024 and December 31, 2023,

approximately $0.8 million and $0.9 million, respectively, were recorded to allowance for doubtful accounts and are included within other assets in the accompanying consolidated balance sheets.

Advertising Costs

Advertising costs are expensed in the period in which the cost is incurred and are included in property operating expenses and general and administrative lines within our consolidated statements of operations, depending on the nature of the expense.

We incurred advertising costs of approximately $1.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $0.5 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, within general and administrative.

We incurred advertising costs of approximately $2.7 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $1.0 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively, within general and administrative.

Real Estate Facilities

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

 

30-40 years

Site Improvements

 

7-10 years

 

Depreciation of Personal Property Assets

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

Intangible Assets

We have allocated a portion of our real estate purchase price to in-place lease intangibles, which amortize on a straight-line basis over the estimated future benefit period. Additionally, we have other contract related intangible assets. As of June 30, 2024, the gross amount of the intangible assets was approximately $81.1 million, and accumulated amortization was approximately $79.5 million. As of December 31, 2023, the gross amount of the intangible assets was approximately $80.7 million, and accumulated amortization was approximately $79.5 million. See Note 10 – Related Party Transactions for additional information.

The total estimated future amortization expense related to intangible assets for the years ending December 31, 2024, 2025, 2026, 2027, 2028, and thereafter is approximately $0.3 million, $0.4 million, $0.1 million, $0.1 million, $0.1 million, and $0.6 million thereafter, respectively. The weighted-average amortization period on our remaining intangible assets with a net book value of approximately $1.6 million was approximately 4.3 years as of June 30, 2024.

We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in an impairment charge in the future.

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the balance sheet as a deduction from debt; amounts incurred related to obtaining revolving debt are included in the debt issuance costs line on our consolidated balance sheet (see Note 5 - Debt). Debt issuance costs are amortized using the effective interest method.

As of June 30, 2024 the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $9.2 million and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $1.0 million. As of December 31, 2023, the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $4.5 million, and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $4.1 million.

As of June 30, 2024, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $5.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $2.3 million. As of December 31, 2023, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $7.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $3.4 million.

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates, as of the reporting date. Revenues and expenses are translated at the average rates for the period. All adjustments related to amounts classified as long term net investments 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. Changes in investments not classified as long term are recorded in other income (expense) and represented a loss of approximately $0.3 million and a gain of approximately $3.1 million for the three months ended June 30, 2024 and 2023, respectively, and represented a loss of approximately $1.6 million and a gain of approximately $3.1 million for the six months ended June 30, 2024 and 2023, respectively.

Redeemable Common Stock

We adopted a share redemption program (“SRP”) that enables stockholders to sell their shares to us in limited circumstances.

We have evaluated the terms of our SRP, and we classify amounts that are redeemable under the SRP as redeemable common stock in the accompanying consolidated balance sheets. The maximum amount of redeemable shares under our SRP is limited to the net proceeds from the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable 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 the accompanying 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. When we determine we have a mandatory obligation to repurchase shares under the SRP, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

See Note 12 – Commitments and Contingencies for additional information on our SRP.

Accounting for Equity Awards

 

We issue equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”), both of which may be issued subject to either time based vesting criteria or performance based vesting criteria restrictions. For time based awards granted which contain a graded vesting schedule, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For performance based awards, compensation cost is recognized over the requisite service period if and when we determine the performance condition is probable of being achieved. We record the cost of such equity based awards based on the grant date fair value, and have elected to record forfeitures as they occur.

Employee Benefit Plan

 

The Company maintains its own retirement savings plan under Section 401(k) of the Internal Revenue Code, as amended (the "Code"), under which eligible employees can contribute up to 100% of their annual salary, subject to a statutory prescribed annual limit. For the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023, the Company made matching contributions to such plan of approximately $0.1 million and $0.1 million, and $0.3 million and $0.3 million, respectively, based on a company match of 100% on the first 4% of an employee’s compensation.

Fair Value Measurements

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

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;
Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

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

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

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions along with the assets and liabilities described in Note 3 – Real Estate Facilities. 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) market approach, which considers comparable sales activity. Additionally, certain such assets and liabilities are required to be fair valued periodically or valued pursuant to ongoing fair value requirements and impairment analyses and have been valued subsequently utilizing the same techniques noted above. 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 Series C Units (categorized within Level 3 of the fair value hierarchy) acquired in connection with the Sponsor Funding Agreement are measured at fair value at the time of acquisition, and are accounted for using the equity method of accounting as described in Note 10 – Related Party Transactions. The fair value of these units were determined upon purchase using a valuation model which considered the following key assumptions: the projected distribution rate of SST VI, implied share price volatility, risk free interest rate, current estimated net asset value, and the estimated effective life of the Series C Units.

The carrying amounts of cash and cash equivalents, restricted cash, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value (categorized within Level 1 of the fair value hierarchy).

The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate debt 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 (categorized within Level 2 of the fair value hierarchy). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. As of June 30, 2024 and December 31, 2023, we believe the fair value of our variable rate debt was reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. The table below summarizes the carrying amounts and fair values of our fixed rate debt which are not carried at fair value as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

Fixed Rate Secured Debt

 

$

490,000

 

 

$

519,183

 

 

$

505,700

 

 

$

523,019

 

 

During the six months ended June 30, 2024 and 2023, we held interest rate cash flow hedges and foreign currency net investment hedges to hedge our interest rate and foreign currency exposure (See Notes 5 – Debt and 7 – Derivative Instruments). The fair value analyses of these instruments reflect the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities, as applicable. The fair value of interest rate swap and cap agreements are determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flows of the instruments. Our fair values of our net investment hedges are based primarily on the change in the spot rate at the end of the period as compared with the strike price at inception.

To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we had determined that the majority of the inputs used to value our derivatives were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, through June 30, 2024, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

 

 

 

Fair Value Measurements at June 30, 2024

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

1,023

 

 

$

 

Accounts payable and accrued
   liabilities - interest rate derivatives

 

$

 

 

$

1,527

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

355

 

 

$

 

 

 

 

 

Fair Value Measurements at December 31, 2023

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

3,485

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

985

 

 

$

 

Derivative Instruments and Hedging Activities

We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss). The ineffective portion of the change in fair value of the derivatives is recognized in Other, net, within our consolidated statements of operations. Amounts are reclassified out of other comprehensive (loss) income (“OCI”) into earnings (loss) when the hedged net investment is either sold or substantially liquidated.

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2014. 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 taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not equal net income as calculated in accordance with GAAP).

For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a non-taxable return of capital, reducing the tax basis in each U.S. stockholder’s shares, and the amount of each distribution in excess of a U.S. stockholder’s tax basis in its shares will be taxable as gain realized from the sale of its shares.

As a REIT, we generally will not be subject to U.S. 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 U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. 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 U.S. federal income tax purposes.

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

We filed an election to treat our primary taxable REIT subsidiary (“TRS”) as a taxable REIT subsidiary effective January 1, 2014. In general, our TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in non-real estate related business. The TRS is subject to corporate federal and state income tax.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. Under ASC Topic 740, tax positions are evaluated for recognition using a more–likely–than–not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of June 30, 2024 and December 31, 2023, the Company had no uncertain tax positions. Income taxes payable are classified within accounts payable and accrued liabilities in the consolidated balance sheets. The tax years 2019-2022 remain open to examination by the major taxing jurisdictions to which we are subject.
 

Concentration

No single self storage customer represents a significant concentration of our revenues. For the month of June 2024, approximately 22%, 20%, and 10% of our rental income was concentrated in Florida, California, and the Greater Toronto Area of Canada, respectively. Our properties within the aforementioned geographic areas are dispersed therein, operating in multiple different regions and sub-markets.

Segment Reporting

Our business is composed of two reportable segments: (i) self storage operations and (ii) the Managed REIT Platform business. Please see Note 9 – Segment Disclosures for additional detail.

Convertible Preferred Stock

We classify our Series A Convertible Preferred Stock (as defined in Note 6 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480-10-S99. Our Series A Convertible Preferred Stock can be redeemed by us on or after the fifth anniversary of its issuance (October 29, 2024), or if certain events occur, such as the listing of our common stock on a national securities exchange, a change in control, or if a redemption would be required to maintain our REIT

status. Additionally, if we do not maintain our REIT status the holder can require redemption. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series A Convertible Preferred Stock as temporary equity.

We have analyzed whether the conversion features in our Series A Convertible Preferred Stock should be bifurcated under the guidance in ASC 815-10 and have determined that bifurcation is not necessary.

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock.

Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes unvested restricted stock, Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, and unvested LTIP Units) and accordingly, as applicable, adjusting net income to add back any changes in earnings that reduce earnings per common share in the period associated with the potential common stock equivalents.

 

The computation of earnings per common share is as follows for the periods presented (amounts presented in thousands, except share and per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(705

)

 

$

4,279

 

 

$

(2,344

)

 

$

6,312

 

Net (income) loss attributable to
   noncontrolling interests

 

 

(8

)

 

 

(770

)

 

 

91

 

 

 

(1,110

)

Net income (loss) attributable to
   SmartStop Self Storage REIT, Inc.

 

 

(713

)

 

 

3,509

 

 

 

(2,253

)

 

 

5,202

 

   Less: Distributions to preferred
      stockholders

 

 

(3,108

)

 

 

(3,116

)

 

 

(6,216

)

 

 

(6,199

)

   Less: Distributions to participating
      securities

 

 

(112

)

 

 

(91

)

 

 

(227

)

 

 

(183

)

Net (loss) income attributable to
   common stockholders - basic:

 

 

(3,933

)

 

 

302

 

 

 

(8,696

)

 

 

(1,180

)

Net (loss) income attributable to
   common stockholders - diluted:

 

$

(3,933

)

 

$

302

 

 

$

(8,696

)

 

$

(1,180

)

Weighted average common shares
       outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

      Average number of common shares
          outstanding- basic

 

 

96,775,724

 

 

 

96,815,006

 

 

 

96,803,814

 

 

 

96,817,849

 

     Unvested LTIP Units

 

 

 

 

 

359,233

 

 

 

 

 

 

 

     Unvested restricted stock awards

 

 

 

 

 

77,596

 

 

 

 

 

 

 

      Average number of common shares
          outstanding - diluted

 

 

96,775,724

 

 

 

97,251,835

 

 

 

96,803,814

 

 

 

96,817,849

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

    Diluted

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

 

 

 

The following table presents the weighted average Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, unvested LTIP Units, and unvested restricted stock awards, that were excluded from the computation of diluted earnings per share above as their effect would have been antidilutive for the respective periods, and was calculated using the two-class, treasury stock or if-converted method, as applicable:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

     Series A Convertible Preferred Stock

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

     Class A and Class A-1 OP Units

 

 

13,229,294

 

 

 

12,854,553

 

 

 

13,178,846

 

 

 

12,779,356

 

     Unvested LTIP Units

 

 

340,791

 

 

 

 

 

 

332,735

 

 

 

348,082

 

     Unvested restricted stock awards

 

 

23,420

 

 

 

 

 

 

18,417

 

 

 

80,021

 

 

 

 

32,355,231

 

 

 

31,616,279

 

 

 

32,291,724

 

 

 

31,969,185

 

 

Recently Issued Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280).” The guidance in ASU 2023-07 was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment becomes effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” The guidance in ASU 2023-09 was issued to provide investors with information to better assess how an entity’s operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendment becomes effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

XML 18 R11.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Real Estate
6 Months Ended
Jun. 30, 2024
Real Estate [Abstract]  
Real Estate

Note 3. Real Estate

The following summarizes the activity in real estate during the three months ended June 30, 2024 (in thousands):

 

Real estate

 

 

 

Balance at December 31, 2023

 

$

1,924,746

 

Impact of foreign exchange rate
   changes and other

 

 

(6,950

)

Improvements and additions

 

 

2,743

 

Acquisitions

 

 

9,841

 

Balance at June 30, 2024

 

$

1,930,380

 

Accumulated depreciation

 

 

 

Balance at December 31, 2023

 

$

(255,844

)

Depreciation expense

 

 

(26,663

)

Impact of foreign exchange rate
   changes and other

 

 

1,022

 

Balance at June 30, 2024

 

$

(281,485

)

 

SSGT II Merger

On June 1, 2022, we closed on our merger with SSGT II (the “SSGT II Merger”). On such date, (the “SSGT II Merger Date”), we acquired all of the real estate owned by SSGT II, consisting primarily of (i) 10 wholly-owned self storage facilities, and (ii) SSGT II’s 50% equity interest in three unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada. We issued approximately 11.5 million Class A Shares to the former SSGT II stockholders in connection with the SSGT II Merger.

SST IV Merger

On March 17, 2021, we closed on our merger with SST IV (the “SST IV Merger”). On such date, (the “SST IV Merger Date”), we acquired all of the real estate owned by SST IV, consisting primarily of (i) 24 self storage facilities, and (ii) SST IV’s 50% equity interest in six unconsolidated real estate ventures located in the Greater Toronto Area of Ontario, Canada. As a result of the SST IV Merger, we issued approximately 23.1 million Class A Shares to the former SST IV stockholders.

Self Storage Facility Acquisitions

On April 10, 2024, we purchased a self storage facility located in Colorado Springs, Colorado (the "Colorado Springs II Property"). The purchase price for the Colorado Springs II Property was approximately $10.5 million, plus closing costs. Upon acquisition, the property was approximately 86% occupied. The acquisition was funded with proceeds drawn from the 2024 Credit Facility. This property was subsequently added to the borrowing base of the 2024 Credit Facility.

The following table summarizes our purchase price allocation for our acquisitions during the six months ended June 30, 2024 (in thousands):

 

Acquisition

 

Acquisition
Date

 

Real Estate
Assets

 

 

Intangibles

 

 

Total(1)

 

 

2024
Revenue
(2)

 

 

2024
Net
Operating
Income
(2)(3)

 

 

Colorado Springs II

 

4/10/2024

 

 

9,841

 

 

 

675

 

 

 

10,516

 

 

 

209

 

 

 

132

 

 

 

 

 

 

$

9,841

 

 

$

675

 

 

$

10,516

 

 

$

209

 

 

$

132

 

 

 

(1) The allocation noted above is based on a determination of the relative fair value of the total consideration provided and represents the amount paid including capitalized acquisition costs.

(2) The operating results of the self storage property acquired have been included in our consolidated statements of operations since its acquisition date.

(3) Net operating income excludes corporate general and administrative expenses, interest expenses, depreciation, amortization and acquisition related expenses.

 

Potential Acquisitions

As of August 13, 2024, we, through our wholly-owned subsidiaries were party to one purchase and sale agreement with an unaffiliated third party for the acquisition of a self storage facility located in the United States. The total purchase price for this property is approximately $30.8 million, plus closing costs. There can be no assurance that we will complete this acquisition. If we fail to acquire this property, in addition to the incurred acquisition costs, we may also forfeit earnest money of approximately $0.3 million as a result.

We may assign some or all of the above purchase and sale agreements to one or more of our Managed REITs.

XML 19 R12.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Investments in Unconsolidated Real Estate Ventures
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Unconsolidated Real Estate Ventures

Note 4. Investments in Unconsolidated Real Estate Ventures

As a result of the SST IV Merger, we acquired six self storage real estate joint ventures located in the Greater Toronto Area of Ontario, Canada, all of which were operating as of June 30, 2024. As a result of the SSGT II Merger, we acquired

three self storage real estate joint ventures located in the Greater Toronto Area of Ontario, Canada, all of which were operating as of June 30, 2024.

On May 25, 2022, we, as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a single tenant industrial building located in the city of Burnaby, British Columbia (the “Regent Property”), that we and SmartCentres intend to develop into a self storage facility in the future.

On January 12, 2023, we as 50% owner and SmartCentres as the other 50% owner of a joint venture subsidiary, purchased a parcel of land in Whitby, Ontario, (the “Whitby Property”), that we and SmartCentres developed into a self storage facility that became operational in January 2024.

These joint venture agreements are with a subsidiary of SmartCentres, an unaffiliated third party, to acquire, develop, and operate self storage facilities.

We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and increased for contributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments, and is recorded in Equity in earnings (losses) from investments in JV Properties in the accompanying consolidated statements of operations.

For the three months ended June 30, 2024 and 2023, we recorded net aggregate loss of approximately $0.4 million and $0.5 million respectively, from our equity in earnings related to our unconsolidated real estate ventures in Canada.

For the six months ended June 30, 2024 and 2023, we recorded net aggregate loss of approximately $0.7 million and $0.9 million respectively, from our equity in earnings related to our unconsolidated real estate ventures in Canada.

The following table summarizes our 50% ownership interests in investments in unconsolidated real estate ventures in Canada (the “JV Properties”) (in thousands):

 

JV Property

 

Date Real Estate Venture Became Operational

 

Carrying Value
of Investment as of
June 30, 2024

 

 

Carrying Value
of Investment as of
December 31, 2023

 

Dupont (1)(6)

 

October 2019

 

$

3,731

 

 

$

3,975

 

East York (2)(6)

 

June 2020

 

 

5,545

 

 

 

5,663

 

Brampton (2)(6)

 

November 2020

 

 

1,936

 

 

 

1,975

 

Vaughan (2)(6)

 

January 2021

 

 

2,198

 

 

 

2,297

 

Oshawa (2)(6)

 

August 2021

 

 

1,250

 

 

 

1,275

 

Scarborough (2)(5)

 

November 2021

 

 

2,312

 

 

 

2,343

 

Aurora (1)(5)

 

December 2022

 

 

2,195

 

 

 

2,481

 

Kingspoint (2)(5)

 

March 2023

 

 

3,616

 

 

 

3,947

 

Whitby (4)

 

January 2024

 

 

8,205

 

 

 

7,076

 

Markham (1)(5)

 

May 2024

 

 

2,788

 

 

 

2,064

 

Regent (3)

 

Under Development

 

 

2,666

 

 

 

2,736

 

 

 

 

 

$

36,442

 

 

$

35,832

 

 

(1)
These joint venture properties were acquired through the SSGT II Merger, which closed on June 1, 2022.
(2)
These joint venture properties were acquired through the SST IV Merger, which closed on March 17, 2021.
(3)
This property is currently leased as a single tenant industrial lease. The joint venture plans to develop this property into a self storage facility in the future.
(4)
This property was acquired on January 12, 2023 in connection with a purchase agreement assumed in the SSGT II Merger.
(5)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the SmartCentres Financings (defined below). On July 17, 2024, the Kingspoint, Scarborough, and Aurora joint ventures closed on a $46.0 million CAD term loan with Royal Bank of Canada, the proceeds of which were used to pay off the outstanding mortgages with SmartCentres for such joint ventures. The Markham property remains encumbered by a first mortgage pursuant to the SmartCentres Financings. See Note 14 – Subsequent Events of the Notes to the Consolidated Financial Statements for additional information.
(6)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan (defined below).

RBC JV Term Loan

On November 3, 2023, five of our joint ventures with SmartCentres closed on a $70 million CAD term loan (the “RBC JV Term Loan”) with Royal Bank of Canada (“RBC”) pursuant to which five of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers”). The RBC JV Term Loan is secured by first mortgages on five of the JV Properties which were previously encumbered by the SmartCentres Financings (as defined below). The maturity date of the RBC JV Term Loan is November 2, 2025, which may be requested to be extended by one additional year by the RBC Borrowers, subject to the approval of RBC in its sole and absolute discretion. Interest on the RBC JV Term Loan is a fixed annual rate of 6.21%, and payments are interest only during the term of the loan.

We and SmartCentres each serve as a full recourse guarantor with respect to 50% of the secured obligations under the RBC JV Term Loan. The RBC JV Term Loan contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default. Pursuant to the terms of the RBC JV Term Loan, a failure by either us or SmartCentres to observe any negative covenant under each of our respective (and separate) credit facilities (“Separate Credit Facilities”) would be an event of default under the RBC JV Term Loan; in addition, certain actions by either us or SmartCentres may trigger an event of default under the RBC JV Term Loan. We and SmartCentres entered into a separate Cross-Indemnity Agreement pursuant to which we and SmartCentres have each agreed to indemnify the other party with respect to any claims arising from a breach or default of the other party pursuant to the RBC JV Term Loan or the Separate Credit Facilities.

The majority of net proceeds from the RBC JV Term Loan were used to fully repay the allocated loan amounts of approximately $68.9 million CAD under the SmartCentres Financings (as defined below) for each of the five JV Properties.

As of June 30, 2024, $70.0 million CAD or approximately $51.2 million in USD, was outstanding on the RBC JV Term Loan.

SmartCentres Financings

In connection with the SST IV Merger, we, through our acquisition of the Oshawa, East York, Brampton, Vaughan, and Scarborough joint venture partnerships, also became party to a master mortgage commitment agreement (the “MMCA I”) with SmartCentres Storage Finance LP (the “SmartCentres Lender”) (the “SmartCentres Loan I”). The SmartCentres Lender is an affiliate of SmartCentres. On August 18, 2021, the Kingspoint Property was added to the MMCA I, increasing the available capacity.

On June 1, 2022, in connection with the SSGT II Merger, we assumed another loan with the SmartCentres Lender. SSGT II had previously entered into a master mortgage commitment agreement on April 30, 2021, which was subsequently modified on October 22, 2021 (the “MMCA II”), with the SmartCentres Lender in the amount of up to approximately $34.3 million CAD (the “SmartCentres Loan II”) (collectively with SmartCentres Loan I, the “SmartCentres Financings”). The borrowers under the SmartCentres Loan II are the joint venture entities in which we (SSGT II prior to June 1, 2022), and SmartCentres each hold a 50% limited partnership interest with respect to the Dupont and Aurora joint venture properties. In connection with the SmartCentres Loan II assumption, we became a recourse guarantor for 50% of the SmartCentres Financings. On September 13, 2022, the Markham Property was added to the MMCA II, increasing the available capacity.

The SmartCentres Loan I and SmartCentres Loan II have an accordion feature such that borrowings pursuant thereto may be increased up to approximately $120 million CAD each, subject to certain conditions set forth in the MMCA I and MMCA II agreements. Additionally, pursuant to the MMCA agreements, the collective borrowings between all SmartCentres Financings, and loans made by the SmartCentres Lender to our affiliates, are limited to an overall combined capacity of $120 million CAD.

The SmartCentres Financings were amended on May 13, 2024, extending the maturity date to May 11, 2026, among other changes. Monthly interest payments initially increase the outstanding principal balance. Upon a JV Property generating sufficient net cash flow, the SmartCentres Financings provide for the commencement of quarterly payments of interest. The borrowings advanced pursuant to the SmartCentres Financings may be prepaid without penalty, subject to certain conditions set forth in the MMCA I and MMCA II.

As of June 30, 2024, approximately $63.4 million CAD or approximately $46.4 million in USD, was outstanding on the SmartCentres Financings. As of December 31, 2023, approximately $57.3 million CAD or approximately $43.3 million

USD was outstanding on the SmartCentres Financings. The proceeds of the SmartCentres Financings have been and will generally be used to finance the acquisition, development, and construction of the JV Properties.

Interest on the SmartCentres Financings is a variable annual rate equal to the aggregate of: (i) the BA Equivalent Rate, plus: (ii) a margin based on the External Credit Rating, plus (iii) a margin under the Senior Credit Facility, each as defined and described further in the MMCA I and MMCA II. As of June 30, 2024, the total interest rate was approximately 7.8%.

The SmartCentres Financings contain customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions (including a loan to value ratio of no greater than 70% with respect to each JV Property) and events of default, all as set forth in the MMCA I and MMCA II. We serve as a full recourse guarantor with respect to 50% of the SmartCentres Financings. As of June 30, 2024, the joint ventures were in compliance with all such covenants.

On July 17, 2024, three of our joint ventures with SmartCentres closed on a $46.0 million CAD term loan with RBC pursuant to which three of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers. The RBC JV Term Loan II is secured by first mortgages on three of the JV Properties which were previously encumbered by the SmartCentres Financings. The net proceeds from such loan were used to fully repay the allocated loan amounts of approximately $46.4 million CAD or approximately $34.1 million USD under the SmartCentres Financings for each of the three JV Properties. Please see Note 14 – Subsequent Events for additional detail.

XML 20 R13.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt

Note 5. Debt

Our debt is summarized as follows (in thousands):

Loan

 

June 30,
2024

 

 

December 31,
2023

 

 

Interest
Rate

 

 

Maturity
Date

KeyBank CMBS Loan(1)

 

$

90,150

 

 

$

91,042

 

 

 

3.89

%

 

8/1/2026

Ladera Office Loan

 

 

3,785

 

 

 

3,833

 

 

 

4.29

%

 

11/1/2026

2024 Credit Facility

 

 

536,381

 

 

 

 

 

 

7.28

%

 

2/22/2027

2027 NBC Loan (6) (7)

 

 

54,477

 

 

 

 

 

 

7.28

%

 

3/7/2027

KeyBank Florida CMBS Loan(2)

 

 

50,338

 

 

 

50,751

 

 

 

4.65

%

 

5/1/2027

2028 Canadian Term Loan (6)(8)

 

 

80,410

 

 

 

82,973

 

 

 

6.41

%

 

12/1/2028

CMBS Loan(3)

 

 

104,000

 

 

 

104,000

 

 

 

5.00

%

 

2/1/2029

SST IV CMBS Loan (4)

 

 

40,500

 

 

 

40,500

 

 

 

3.56

%

 

2/1/2030

2032 Private Placement Notes (5)

 

 

150,000

 

 

 

150,000

 

 

 

5.28

%

 

4/19/2032

Credit Facility Term Loan - USD

 

 

 

 

 

250,000

 

 

 

 

 

 

Credit Facility Revolver - USD

 

 

 

 

 

318,688

 

 

 

 

 

 

Discount on secured debt, net

 

 

 

 

 

(80

)

 

 

 

 

 

Debt issuance costs, net

 

 

(3,427

)

 

 

(4,306

)

 

 

 

 

 

Total debt

 

$

1,106,614

 

 

$

1,087,401

 

 

 

 

 

 

 

(1)
This fixed rate loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II) with monthly interest only payments until September 2021, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(2)
This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(3)
This fixed rate, interest only loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, and Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts.
(4)
On March 17, 2021, in connection with the SST IV Merger, we assumed a $40.5 million fixed rate CMBS financing with KeyBank as the initial lender pursuant to a mortgage loan (the “SST IV CMBS Loan”). This fixed rate loan encumbers seven properties owned by us (Jensen Beach, Texas City, Riverside, Las Vegas IV, Puyallup, Las Vegas V, and Plant City). The separate assets of these encumbered properties are not available to pay our other debt. The loan has a maturity date of February 1, 2030. Monthly payments due under the loan agreement (the “SST IV CMBS Loan Agreement”) are interest only, with the full principal amount becoming due and payable on the maturity date.
(5)
As of March 31, 2023, a Total Leverage Ratio Event (as defined below) had occurred, and the interest rate on such Note increased to 5.28% prospectively. For additional information regarding this loan, see 2032 Private Placement Notes below.
(6)
The amounts shown above are in USD based on the foreign exchange rate in effect as of the date presented.
(7)
This loan incurs interest at an all in rate of CORRA (as defined further below under the section entitled "2027 NBC Loan"), plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%. The effective interest rate on this loan is 6.42% when factoring the effects of a CORRA Swap which we entered into with the National Bank of Canada for the initial term of the loan. The Dufferin, Oakville II, Burlington II, Iroquois Shore Rd, and Stoney Creek I properties are encumbered by this loan. See Note 7 – Derivative Instruments for additional information.
(8)
On November 16, 2023, we, through eight of our wholly-owned Canadian subsidiaries entered into a term loan (the "2028 Canadian Term Loan") with affiliates of QuadReal Finance LP, receiving net proceeds of $110.0 million CAD on such date. The 2028 Canadian Term Loan is secured by eight Canadian properties, has a maturity date of December 1, 2028, and carries a fixed interest rate for the term of the loan of 6.41%. The first two years of the Canadian Term Loan are interest only, after which it requires monthly amortizing payments based on a 25-year amortization schedule.

The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of June 30, 2024 was approximately 6.2%. We are subject to certain restrictive covenants, as amended, relating to the outstanding debt, and as of June 30, 2024, we were in compliance with all such covenants.

2024 Credit Facility

On February 22, 2024, we through our Operating Partnership (the “Borrower”), entered into an amended and restated revolving credit facility with KeyBank, National Association, as administrative agent and collateral agent, certain others listed as joint book runners, joint lead arrangers, syndication agents and documentation agents, and certain other lenders party thereto, (the "2024 Credit Facility"). The 2024 Credit Facility replaces the Credit Facility (defined below) the Company entered into on March 17, 2021, and has a maturity date of February 22, 2027.

The aggregate commitment of the 2024 Credit Facility is $650 million. The Borrower has the right to request to increase the commitment amount available under the 2024 Credit Facility by an additional $850 million, for a total potential maximum aggregate amount of $1.5 billion, subject to certain conditions. The 2024 Credit Facility also includes sublimits of (a) up to $25 million for letters of credit and (b) up to $25 million for swingline loans; each of these sublimits are part of, and not in addition to, the amounts available under the 2024 Credit Facility. Borrowings under the 2024 Credit Facility may be in either U.S. dollars or Canadian dollars. Upon the closing of the 2024 Credit Facility, we immediately drew down an aggregate amount of $576 million, which was used primarily to pay off the amounts outstanding under the Credit Facility.

The maturity date of the 2024 Credit Facility is February 22, 2027, subject to a one-year extension option, subject to the payment of an extension fee of 0.20% on the aggregate amount of the then-outstanding revolving commitments for such extension, and it may be prepaid or terminated at any time without penalty; provided, however, that the lenders shall be indemnified for certain breakage costs.

Amounts borrowed under the 2024 Credit Facility bear interest based on the type of borrowing (either Base Rate Loans, Daily Simple SOFR Loans, Term SOFR Loans or CORRA Loans, each as defined in the 2024 Credit Facility). Base Rate Loans bear interest at the lesser of (x) the Base Rate (as defined in the 2024 Credit Facility) plus the applicable rate, or (y) the maximum rate. Daily Simple SOFR Loans bear interest at the lesser of (a) Adjusted Daily Simple SOFR (as defined in the 2024 Credit Facility) plus the applicable rate, or (b) the maximum rate. Term SOFR Loans bear interest at the lesser of (a) Term SOFR (as defined in the 2024 Credit Facility) for the interest period in effect plus the applicable rate, or (b) the

maximum rate. CORRA Loans bear interest at the lesser of (a) Adjusted Daily Simple CORRA (as defined in the 2024 Credit Facility) plus the applicable rate, or (b) the maximum rate. The corresponding applicable rate varies between (i) prior to a Security Interest Termination Event (defined below), 165 basis points to 230 basis points for Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans and between 65 basis points and 130 basis points for Base Rate Loans, in each case of this clause (i), depending on the consolidated leverage ratio of the Company and (ii) following a Security Interest Termination Event, 140 basis points to 225 basis points for Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans and between 40 basis points and 125 basis points for Base Rate Loans, in each case of this clause (ii), depending on the consolidated capitalization rate leverage ratio of the Company. Initial advances under the 2024 Credit Facility are Daily Simple SOFR Loans that bear interest at 175 basis points over Adjusted Daily Simple SOFR. The 2024 Credit Facility is also subject to an annual unused fee based upon the average amount of the unused portion of the 2024 Credit Facility, which varies from 15 bps to 25 bps, depending on the size of the unused amount, as well as whether a Security Interest Termination Event has occurred.

As of June 30, 2024, borrowings under the 2024 Credit Facility only bore interest based on Daily Simple SOFR. The rate spread above Daily Simple SOFR at which the 2024 Credit Facility incurs interest is subject to increase based on the consolidated leverage ratio. There are five leverage tiers under the 2024 Credit Facility, with the highest tier limited to a maximum leverage of 60% and a maximum spread of 230 basis points on the 2024 Credit Facility. During the three months ended June 30, 2024, our consolidated leverage ratio was within the second leverage tier, and this loan incurred interest at daily simple SOFR plus a spread of 1.85% and the SOFR Index Adjustment of 0.10%.

The 2024 Credit Facility is fully recourse, jointly and severally, to us, the Borrower, and certain of our subsidiaries (the “Subsidiary Guarantors”). In connection with the 2024 Credit Facility, we, the Borrower and the Subsidiary Guarantors executed guarantees in favor of the lenders. It is an event of default under the 2024 Credit Facility if (a) there is a payment default by us, the Borrower or any Subsidiary Guarantor under any recourse debt for borrowed money, (b) there is a payment default by us or any of its subsidiaries under any non-recourse debt of at least $75 million or (c) prior to a Security Interest Termination Event, an event of default occurs under the 2032 Private Placement Notes.

The 2024 Credit Facility is initially secured by a pledge of equity interests in the Subsidiary Guarantors. However, upon the achievement of certain security interest termination conditions, the pledges shall be released and the 2024 Credit Facility shall become unsecured (the “Security Interest Termination Event”). The Security Interest Termination Event occurs at the Borrower’s election, once the Borrower satisfies all of the following security interest termination conditions: (i) a fixed charge coverage ratio of no less than 1.50:1.00; (ii) an unsecured interest coverage ratio of not less than 2.00:1.00; (iii) a consolidated capitalization rate leverage ratio of not greater than 60%; and (iv) a secured debt ratio of no greater than 40%. Following the occurrence of the Security Interest Termination Event, certain terms and conditions of the 2024 Credit Facility are modified, including, but not limited to: (i) in certain circumstances, a reduction in the applicable rate under the 2024 Credit Facility, (ii) the modification or addition of certain financial covenants, (iii) the addition of a floor of at least $25 million for any cross-defaulted recourse debt of us, Borrower or any Subsidiary Guarantor, and (iv) in certain circumstances, a reduction in the annual unused fee for the 2024 Credit Facility. The outstanding 2032 Private Placement Notes previously issued by us remain pari passu with the 2024 Credit Facility.

The 2024 Credit Facility contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. In particular, the financial covenants imposed on us include: a maximum leverage ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, certain limits on both secured debt and secured recourse debt, certain payout ratios of dividends paid to adjusted funds from operations, limits on unhedged variable rate debt, and minimum liquidity. If an event of default occurs and continues, the Borrower is subject to certain actions by the administrative agent, including, without limitation, the acceleration of repayment of all amounts outstanding under the 2024 Credit Facility.

During the three months ended June 30, 2024 we borrowed an additional $15.5 million in order to fund our acquisition of the Colorado Springs II Property and fund other general corporate purposes.

As of June 30, 2024, 90 of our wholly-owned properties were encumbered by the 2024 Credit Facility, and we had borrowed approximately $536.4 million of the $650 million maximum potential current commitment of the 2024 Credit Facility. The availability of the Credit Facility is subject to certain calculations, including a debt service coverage ratio (“DSCR”) calculation which utilizes prevailing treasury rates within the calculation. As of June 30, 2024, based on the aforementioned and other borrowing base calculations, we had the ability to draw up to an additional approximately $61.7 million on the current capacity of the revolver.

 

2027 NBC Loan

On March 7, 2024, we, through five of our wholly-owned Canadian subsidiaries (the “2027 NBC Loan Borrowers”), entered into a loan with National Bank of Canada (“NBC”) as administrative agent, National Bank Financial as lead arranger and sole bookrunner, and certain other lenders party thereto (the “2027 NBC Loan”). On such date, we drew the maximum aggregate borrowing of $75 million CAD pursuant to the 2027 NBC Loan. This loan is secured by the five properties owned by the 2027 NBC Loan Borrowers (the “Secured NBC Properties”).

Previously, four of the Secured NBC Properties were included in the borrowing base of the 2024 Credit Facility, and the other property was previously unencumbered. The net proceeds from the 2027 NBC Loan were used to pay down the 2024 Credit Facility by approximately $55.1 million USD, and accordingly, the respective four properties were released as collateral from the 2024 Credit Facility.

The 2027 NBC Loan has a maturity date of March 7, 2027, which may be extended for additional one-year periods in the discretion of the lenders. The 2027 NBC Loan carries a variable interest rate based on either the Canadian Overnight Repo Rate Average (“CORRA”) or the Canadian Prime Rate. As of June 30, 2024, borrowings under the 2027 NBC Loan were subject to interest at the CORRA rate, plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%.

On March 12, 2024, we entered into an interest rate swap agreement based on CORRA with NBC whereby, inclusive of the swap we fixed the interest rate on the NBC loan at 6.42% for the initial three year term of the loan. The 2027 NBC Loan requires monthly amortizing principal and interest payments, which are based on a 25-year amortization schedule. The 2027 NBC Loan may be prepaid, in whole or in part, at any time upon prior written notice to the lenders, subject to interest rate swap breakage costs. SmartStop and the 2027 NBC Loan Borrowers provided an indemnity in favor of NBC and the lenders for certain environmental matters. SmartStop serves as a non-recourse guarantor, and each borrower provided a limited recourse guaranty up to the amount of the collateral pledged by it, under the 2027 NBC Loan.

2032 Private Placement Notes

On April 19, 2022, we as guarantor, and our Operating Partnership as issuer, entered into a note purchase agreement (the “Note Purchase Agreement”) which provides for the private placement of $150 million of 4.53% Senior Notes due April 19, 2032 (the “2032 Private Placement Notes”). The sale and purchase of the 2032 Private Placement Notes occurred in two closings, with the first of such closings having occurred on April 19, 2022 with $75 million aggregate principal amount of the 2032 Private Placement Notes having been issued on such date (the “First Closing”) and the second of such closings having occurred on May 25, 2022 with $75 million aggregate principal amount of the 2032 Private Placement Notes having been issued on such date (the “Second Closing”). Interest on each series of the 2032 Private Placement Notes is payable semiannually on the nineteenth day of April and October in each year.

Interest payable on the Notes was originally subject to a prospective 75 basis points increase, if, as of March 31, 2023, the ratio of total indebtedness to EBITDA (the “Total Leverage Ratio”) of the Company and its subsidiaries, on a consolidated basis, was greater than 7.00 to 1.00 (a “Total Leverage Ratio Event”).

As of March 31, 2023, such Total Leverage Ratio Event occurred, and our 2032 Private Placement Notes began accruing interest at a rate of 5.28%. The interest accruing on the 2032 Private Placement Notes will continue to accrue at 5.28% until such time as the Total Leverage Ratio is less than or equal to 7.00 to 1.00 for two consecutive fiscal quarters, upon such achievement, the applicable fixed interest rate will revert to 4.53% and remain at that interest rate through maturity, regardless of our future Total Leverage Ratio.

We are permitted to prepay at any time all, or from time to time, any part of the Notes in amounts not less than 5% of the 2032 Private Placement Notes then outstanding at (i) 100% of the principal amount so prepaid and (ii) the make-whole amount (as defined in the Note Purchase Agreement). The “Make-Whole Amount” is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the 2032 Private Placement Notes being prepaid over the amount of such 2032 Private Placement Notes. In addition, in connection with a change of control (as defined in the Note Purchase Agreement), the Operating Partnership is required to offer to prepay the 2032 Private Placement Notes at 100% of the principal amount plus accrued and unpaid interest thereon, but without the Make Whole Amount or any other prepayment premium or penalty of any kind. The Company must also maintain a debt rating of the 2032 Private Placement Notes by a rating agency.

The Note Purchase Agreement contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default that were substantially similar to the previously existing Credit Facility (defined below). The 2032 Private Placement Notes were issued on a pari passu basis with the previously existing Credit Facility, and are pari passu with the 2024 Credit Facility. As such, the Company and certain of its subsidiaries (the “Subsidiary Guarantors”) fully and unconditionally guarantee the Operating Partnership’s obligations under the 2032 Private Placement Notes. The 2032 Private Placement Notes were initially secured by a pledge of equity interests in the Subsidiary Guarantors on similar terms as the previously existing Credit Facility.

On April 26, 2024, we amended the Note Purchase Agreement dated April 19, 2022 (the “NPA Amendment”). The primary purpose of the NPA Amendment was to make certain conforming changes between the Note Purchase Agreement and our recently amended and restated revolving credit facility, the 2024 Credit Facility. In particular, the NPA Amendment conformed certain of the definitions related to the financial tests that we are required to maintain, as well as certain of the property pool covenants we are required to satisfy, in the Note Purchase Agreement during the term thereof to those in the 2024 Credit Facility.

Credit Facility

On March 17, 2021, we, through our Operating Partnership (the “Borrower”), entered into a credit facility with KeyBank, National Association, as administrative agent, KeyBanc Capital Markets, Inc., Wells Fargo Securities, Citibank, N.A., and BMO Capital Markets, Corp., as joint book runners and joint lead arrangers, and certain other lenders party thereto (the “Credit Facility”).

The initial aggregate amount of the Credit Facility was $500 million, which consisted of a $250 million revolving credit facility (the “Credit Facility Revolver”) and a $250 million term loan (the “Credit Facility Term Loan”).

On October 7, 2021, the Borrower and lenders who were party to the Credit Facility amended the Credit Facility to increase the commitment on the Credit Facility by $200 million. In connection with the increased commitment, additional lenders were added to the Credit Facility. As a result of this amendment, the aggregate commitment on the Credit Facility was $700 million.

The Credit Facility was repaid in full on February 22, 2024 in connection with the establishment of the 2024 Credit Facility.

The following table presents the future principal payments required on outstanding debt as of June 30, 2024 (in thousands):

 

2024

 

$

1,825

 

2025

 

 

3,935

 

2026

 

 

94,304

 

2027

 

 

637,979

 

2028

 

 

77,498

 

2029 and thereafter

 

 

294,500

 

Total payments

 

 

1,110,041

 

Debt issuance costs, net

 

 

(3,427

)

Total

 

$

1,106,614

 

XML 21 R14.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Preferred Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Preferred Equity

Note 6. Preferred Equity

Series A Convertible Preferred Stock

On October 29, 2019 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR), pursuant to which the Investor committed to purchase up to $200 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), in one or more closings (each, a “Closing,” and collectively, the “Closings”). The initial closing (the “Initial Closing”) in the amount of $150 million occurred on the Commitment Date, and the second and final closing in the amount of $50 million occurred on October 26, 2020. We incurred approximately $3.6 million in issuance costs related to the Series A Convertible Preferred Stock, which were recorded as a reduction to Series A Convertible Preferred stock on our consolidated balance sheets.

The shares of Series A Convertible Preferred Stock rank senior to all other shares of our capital stock, including our common stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series A Convertible Preferred Stock will initially be equal to a rate of 6.25% per annum. If the Series A Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing (October 29, 2024), the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 9.0% per annum until the tenth anniversary of the Initial Closing, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series A Convertible Preferred Stock is redeemed or repurchased in full. The dividends are payable in arrears for the prior calendar quarter on or before the 15th day of March, June, September and December of each year.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) aggregate purchase price of all outstanding Preferred Shares, plus any accrued and unpaid dividends (the “Liquidation Amount”) and (ii) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such liquidation.

Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series A Convertible Preferred Stock for cash at any time following the fifth anniversary of the Initial Closing. The amount of such redemption will be equal to the Liquidation Amount. Upon the listing of our common stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had such Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to the Listing, and then all of such Preferred Shares were sold in the Listing, or (ii) the Liquidation Amount, plus a premium amount (the “Premium Amount”) of 10%, 8%, 6%, 4%, or 2% if redeemed prior to the first, second, third, fourth, or fifth anniversary dates of issuance, respectively, or 0% if redeemed thereafter, as set forth in the Articles Supplementary. Upon a change of control event, we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such change of control or (ii) the Liquidation Amount, plus the Premium Amount, as set forth in the Articles Supplementary. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series A Convertible Preferred Stock have the right to require us to repurchase the Series A Convertible Preferred Stock at an amount equal to the Liquidation Amount with no Premium Amount.

Subject to our redemption rights in the event of a listing or change of control described above, upon the earlier to occur of (i) the second anniversary of the Initial Closing or (ii) 180 days after a Listing, the holders of Series A Convertible Preferred Stock have the right to convert any or all of the Series A Convertible Preferred Stock held by such holders into common stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount by the conversion price. The conversion price is $10.66, as may be adjusted in connection with stock splits, stock dividends and other similar transactions.

The holders of Series A Convertible Preferred Stock are not entitled to vote on any matter submitted to a vote of our stockholders, except that in the event that the dividend for the Series A Convertible Preferred Stock has not been paid for at least four quarters (whether or not consecutive), the holders of Series A Convertible Preferred Stock have the right to vote

together with our stockholders on any matter submitted to a vote of our stockholders, upon which the holders of the Series A Convertible Preferred Stock and holders of common stock shall vote together as a single class. The number of votes applicable to a share of Series A Convertible Preferred Stock will be equal to the number of shares of common stock a share of Series A Convertible Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote. This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) our real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with our Executive Chairman as of the Commitment Date, or his affiliates, (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related and (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of our revenues for our last fiscal year.

In connection with the issuance of the Series A Convertible Preferred Stock, we and the Investor also entered into an investors’ rights agreement (the “Investors’ Rights Agreement”) which provides the Investor with certain customary protections, including demand registration rights and “piggyback” registration rights with respect to our common stock issued to the Investor upon conversion of the Preferred Shares.

As of June 30, 2024, there were 200,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $203.1 million, which consists of $150 million from the Initial Closing, $50 million from a closing on October 26, 2020 and approximately $3.1 million of accumulated and unpaid distributions. As of December 31, 2023, there were 200,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $203.2 million, which consists of $150 million from the Initial Closing, $50 million from a closing on October 26, 2020 and approximately $3.2 million of accumulated and unpaid distributions.

XML 22 R15.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments

Note 7. Derivative Instruments

Interest Rate Derivatives

Our objectives in using interest rate derivatives are to add stability to our earnings (losses) and to manage our exposure to interest rate movements. To accomplish this objective, we have used interest rate swaps and caps as part of our interest rate risk management strategy.

For interest rate derivatives designated and qualified as a hedge for GAAP purposes, the change in the fair value of the effective portion of the derivative is recorded in accumulated other comprehensive income (loss) (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to such derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. In addition, we classify cash flows from qualifying cash flow hedging relationships in the same category as the cash flows from the hedged items in our consolidated statements of cash flows. We do not use interest rate derivatives for trading or speculative purposes.

Interest rate derivatives not designated as hedges for GAAP are not speculative and are used to manage our exposure to interest rate movements and other identified risks but we have elected not to apply hedge accounting. Changes in the fair value of interest rate derivatives not designated in hedging relationships are recorded in other income (expense) within our consolidated statements of operations.

Foreign Currency Hedges

Our objectives in using foreign currency derivatives are to add stability to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar and to manage our exposure to exchange rate movements. To accomplish this objective, we have used foreign currency forwards and foreign currency options as part of our exchange rate risk management strategy. A foreign currency forward contract is a commitment to deliver a certain amount of currency at a certain price on a specific date in the future. By entering into the forward contract and holding it to maturity, we are locked into a future currency exchange rate in an amount equal to and for the term of the forward contract. A foreign currency option contract is a commitment by the seller of the option to deliver, solely at the option of the buyer, a certain amount of currency at a certain price on a specific date.

For derivatives designated as net investment hedges for GAAP purposes, the changes in the fair value of the derivatives are reported in accumulated other comprehensive income. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The change in the value of the designated portion of our settled and unsettled foreign currency hedges is recorded net in foreign currency hedge contract gain (loss) in our consolidated statements of comprehensive income (loss) in the related period.

The change in the value of the portion of our settled and unsettled foreign currency hedges that are not designated for hedge accounting for GAAP is recorded in other income (expense) within our consolidated statements of operations and represented a gain of approximately $0.4 million and a loss of approximately $2.8 million for the three months ended June 30, 2024 and 2023, respectively, and a gain of approximately $1.7 million and a loss of approximately $3.2 million for the six months ended June 30, 2024 and 2023, respectively

On April 12, 2021, we entered into an approximately $125.9 million CAD currency forward with a settlement date of April 12, 2023. On April 12, 2023, we settled this foreign currency forward and received approximately USD $6.4 million, and simultaneously entered into a new approximately $134.4 million CAD currency forward with a maturity date of July 6, 2023. On July 5, 2023, we settled this foreign currency forward and paid approximately USD $1.2 million, and simultaneously entered into a new approximately $132.4 million CAD currency forward with a settlement date of April 12, 2024. On April 12, 2024, we settled this hedge and we received approximately USD $3.5 million. We simultaneously entered into a new foreign currency hedge with a notional amount of $136,476,000 CAD at a strike rate of 1.3648 which matures on April 11, 2025.

On October 12, 2022, we entered into a new $137.7 million CAD currency forward with a settlement date of October 12, 2023. On October 11, 2023, we rolled this hedge without any cash settlement, extending the maturity date to November 9, 2023 at a strike rate of 1.3766, and notional of $137,664,000 CAD. On November 9, 2023, we rolled this hedge without any cash settlement, extending the maturity date to November 16, 2023 at a strike rate of 1.3767, and notional of $137,669,000 CAD. On November 16, 2023, this hedge matured, and without any cash settlement, we simultaneously entered into a new $30.0 million CAD currency forward with a maturity date of January 16, 2024, and a strike rate of 1.3782. On January 16, 2024 we rolled this hedge without any cash settlement, effectively extending the maturity date to February 15, 2024 at a strike rate of 1.3781. Additionally, on February 16, 2024 we further rolled this hedge without any cash settlement at a strike rate of 1.3781. This hedge ultimately matured on March 7, 2024 whereby we owed and paid approximately $0.5 million at settlement.

In connection with the 2027 NBC Loan borrowing, on March 12, 2024, we entered into a CORRA Swap with NBC with an initial notional amount of CAD $75,000,000 at a rate of 3.926% for the initial duration of the 2027 NBC Loan, maturing on March 7, 2027. The amortization of this swap corresponds with the amortizing principal payments on the related loan.

On May 1, 2024, to hedge our exposure to potentially rising interest rates, we entered into three SOFR interest rate caps for a total of approximately $8.2 million. We deferred payment for these SOFR interest rate caps, and are recording these interest rate caps net of such deferred payment liability on our balance sheet.

The following table summarizes the terms of our derivative financial instruments as of June 30, 2024 (in thousands):

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap (1)

 

$

100,000

 

 

 

1.50

%

 

May 1, 2024

 

May 1, 2025

SOFR Cap (1)

 

$

100,000

 

 

 

2.00

%

 

July 1, 2024

 

July 1, 2025

SOFR Cap (2)

 

$

200,000

 

 

 

5.50

%

 

December 2, 2024

 

December 1, 2026

CORRA Swap (3)

 

$

74,524

 

 

 

3.93

%

 

March 12, 2024

 

March 7, 2027

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (3)

 

$

136,746

 

 

 

1.3648

 

 

April 12, 2024

 

April 11, 2025

 

 

(1)
We deferred payment on this SOFR cap until its maturity.
(2)
We deferred payment on this SOFR cap until January 2, 2025, at which point, monthly payments will become due on the first of each month until the date of its maturity.
(3)
Notional amounts shown are denominated in CAD.


 

The following table summarizes the terms of our derivative financial instruments as of December 31, 2023 (in thousands):

 

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

125,000

 

 

 

2.00

%

 

June 1, 2022

 

June 28, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (1)

 

$

132,350

 

 

 

1.3273

 

 

July 5, 2023

 

April 12, 2024

Denominated in CAD (1)

 

$

30,000

 

 

 

1.3782

 

 

November 16, 2023

 

January 16, 2024

(1)
Notional amount shown is denominated in CAD.

The following table presents a gross presentation of the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

Asset/Liability Derivatives

 

 

 

Fair Value

 

Balance Sheet Location

 

June 30,
2024

 

 

December 31,
2023

 

Interest Rate Derivatives

 

 

 

 

 

 

Other assets

 

$

1,023

 

 

$

3,485

 

Accounts payable and accrued liabilities (1)

 

$

1,527

 

 

$

 

Foreign Currency Hedges

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

355

 

 

$

985

 

 

(1) Included herein is the value of certain SOFR interest rate caps, net of approximately $8.2 million in deferred payments, as well as the fair value of our CORRA swap.

 

The following tables presents the effect of our derivative financial instruments designated for hedge accounting on our consolidated statements of operations for the periods presented (in thousands):

 

 

 

Gain (loss) recognized in OCI
for the three months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the three months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

12

 

 

$

 

 

Interest expense

 

$

143

 

 

$

5

 

Interest Rate Caps

 

167

 

 

 

1,897

 

 

Interest expense

 

 

844

 

 

 

1,342

 

Foreign Currency Forwards

 

504

 

 

 

(962

)

 

N/A

 

 

 

 

 

 

 

$

683

 

 

$

935

 

 

 

 

$

987

 

 

$

1,347

 

 

 

Gain (loss) recognized in OCI
for the six months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the six months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

(48

)

 

$

 

 

Interest expense

 

$

184

 

 

$

51

 

Interest Rate Caps

 

635

 

 

 

1,371

 

 

Interest expense

 

 

1,717

 

 

 

2,263

 

Foreign Currency Forwards

 

1,860

 

 

 

(1,054

)

 

N/A

 

 

 

 

 

 

 

$

2,447

 

 

$

317

 

 

 

 

$

1,901

 

 

$

2,314

 

 

Based on the forward rates in effect as of June 30, 2024, we estimate that approximately $0.1 million related to

our qualifying cash flow hedges will be reclassified to reduce interest expense during the next 12 months.

XML 23 R16.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 8. Income Taxes

As a REIT, we generally will not be subject to U.S. federal income tax on taxable income that we distribute to our stockholders. However, certain of our consolidated subsidiaries are taxable REIT subsidiaries, which are subject to federal, state and foreign income taxes. We have filed an election to treat our primary TRS as a taxable REIT subsidiary effective January 1, 2014. In general, our TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in non-real estate related business. The TRS is subject to corporate U.S. federal and state income tax. Additionally, we own and operate a number of self storage properties located throughout Canada, the income of which is generally subject to income taxes under the laws of Canada.

The following is a summary of our income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 (in thousands):


 

 

 

For the three months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

9

 

 

$

184

 

 

$

193

 

Deferred

 

 

56

 

 

 

1

 

 

 

97

 

 

 

154

 

Total income tax expense (benefit)

 

$

56

 

 

$

10

 

 

$

281

 

 

$

347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

41

 

 

$

8

 

 

$

122

 

 

$

171

 

Deferred

 

 

(3

)

 

 

(1

)

 

 

(301

)

 

 

(305

)

Total income tax expense (benefit)

 

$

38

 

 

$

7

 

 

$

(179

)

 

$

(134

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

18

 

 

$

299

 

 

$

317

 

Deferred

 

 

125

 

 

 

3

 

 

 

244

 

 

 

372

 

Total income tax expense (benefit)

 

$

125

 

 

$

21

 

 

$

543

 

 

$

689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

93

 

 

$

18

 

 

$

217

 

 

$

328

 

Deferred

 

 

(5

)

 

 

(1

)

 

 

(179

)

 

 

(185

)

Total income tax expense (benefit)

 

$

88

 

 

$

17

 

 

$

38

 

 

$

143

 

 

The major sources of temporary differences that give rise to the deferred tax effects are shown below (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible contract assets

 

$

(12

)

 

$

(18

)

Canadian real estate

 

 

(9,583

)

 

 

(9,887

)

Total deferred tax liability

 

 

(9,595

)

 

 

(9,905

)

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Solar related tax assets

 

 

1,641

 

 

 

1,267

 

Canadian real estate and non-capital losses

 

 

7,494

 

 

 

7,561

 

Total deferred tax assets

 

 

9,135

 

 

 

8,828

 

 

 

 

 

 

 

Valuation allowance

 

 

(1,056

)

 

 

(667

)

 

 

 

 

 

 

Net deferred tax liabilities

 

$

(1,516

)

 

$

(1,744

)

 

The Canadian non-capital losses expire between 2032 and 2043. As of June 30, 2024 and December 31, 2023, the Company had Canadian non-capital loss carry forwards of approximately $23.4 million and $24.9 million, respectively. As of June 30, 2024 and December 31, 2023, we had a valuation allowance of approximately $1.1 million and $0.7 million, respectively, related to non-capital loss carry-forwards at certain of our Canadian properties.
XML 24 R17.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Disclosures

Note 9. Segment Disclosures

We operate in two reportable business segments: (i) self storage operations and (ii) our Managed REIT Platform business.

Management evaluates performance based upon property net operating income (“NOI”). For our self storage operations, NOI is defined as leasing and related revenues, less property level operating expenses. NOI for the Company’s Managed REIT Platform business represents Managed REIT Platform revenues less Managed REIT Platform expenses.

The following tables summarize information for the reportable segments for the periods presented (in thousands):

 

 

 

Three Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

52,660

 

 

$

 

 

$

 

 

$

52,660

 

Ancillary operating revenue

 

 

2,324

 

 

 

 

 

 

 

 

 

2,324

 

Managed REIT Platform revenue

 

 

 

 

 

2,670

 

 

 

 

 

 

2,670

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

Total revenues

 

 

54,984

 

 

 

4,179

 

 

 

 

 

 

59,163

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

17,695

 

 

 

 

 

 

 

 

 

17,695

 

Managed REIT Platform expense

 

 

 

 

 

648

 

 

 

 

 

 

648

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

General and administrative

 

 

 

 

 

 

 

 

7,813

 

 

 

7,813

 

Depreciation

 

 

13,402

 

 

 

 

 

 

234

 

 

 

13,636

 

Intangible amortization expense

 

 

124

 

 

 

49

 

 

 

 

 

 

173

 

Acquisition expenses

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Total operating expenses

 

 

31,233

 

 

 

2,206

 

 

 

8,047

 

 

 

41,486

 

Income (loss) from operations

 

 

23,751

 

 

 

1,973

 

 

 

(8,047

)

 

 

17,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(359

)

 

 

(359

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(257

)

 

 

 

 

 

(257

)

Other, net

 

 

(760

)

 

 

406

 

 

 

229

 

 

 

(125

)

Interest expense

 

 

(17,253

)

 

 

 

 

 

(41

)

 

 

(17,294

)

Income tax (expense) benefit

 

 

(251

)

 

 

(81

)

 

 

(15

)

 

 

(347

)

Net income (loss)

 

$

5,487

 

 

$

2,041

 

 

$

(8,233

)

 

$

(705

)

 

 

 

Three Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

51,678

 

 

$

 

 

$

 

 

$

51,678

 

Ancillary operating revenue

 

 

2,180

 

 

 

 

 

 

 

 

 

2,180

 

Managed REIT Platform revenue

 

 

 

 

 

4,320

 

 

 

 

 

 

4,320

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

Total revenues

 

 

53,858

 

 

 

5,732

 

 

 

 

 

 

59,590

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

16,483

 

 

 

 

 

 

 

 

 

16,483

 

Managed REIT Platform expense

 

 

 

 

 

681

 

 

 

 

 

 

681

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

General and administrative

 

 

 

 

 

 

 

 

7,182

 

 

 

7,182

 

Depreciation

 

 

13,143

 

 

 

 

 

 

233

 

 

 

13,376

 

Intangible amortization expense

 

 

1,787

 

 

 

49

 

 

 

 

 

 

1,836

 

Acquisition expenses

 

 

11

 

 

 

 

 

 

 

 

 

11

 

Total operating expenses

 

 

31,424

 

 

 

2,142

 

 

 

7,415

 

 

 

40,981

 

Income (loss) from operations

 

 

22,434

 

 

 

3,590

 

 

 

(7,415

)

 

 

18,609

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(536

)

 

 

(536

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(216

)

 

 

 

 

 

(216

)

Other, net

 

 

505

 

 

 

696

 

 

 

(8

)

 

 

1,193

 

Interest expense

 

 

(14,863

)

 

 

 

 

 

(42

)

 

 

(14,905

)

Income tax (expense) benefit

 

 

(188

)

 

 

(44

)

 

 

366

 

 

 

134

 

Net income (loss)

 

$

7,888

 

 

$

4,026

 

 

$

(7,635

)

 

$

4,279

 

 

 

 

 

 

 

Six Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

103,129

 

 

$

 

 

$

 

 

$

103,129

 

Ancillary operating revenue

 

 

4,516

 

 

 

 

 

 

 

 

 

4,516

 

Managed REIT Platform revenue

 

 

 

 

 

5,405

 

 

 

 

 

 

5,405

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

Total revenues

 

 

107,645

 

 

 

8,560

 

 

 

 

 

 

116,205

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

35,085

 

 

 

 

 

 

 

 

 

35,085

 

Managed REIT Platform expense

 

 

 

 

 

1,500

 

 

 

 

 

 

1,500

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

General and administrative

 

 

 

 

 

 

 

 

15,240

 

 

 

15,240

 

Depreciation

 

 

26,756

 

 

 

 

 

 

465

 

 

 

27,221

 

Intangible amortization expense

 

 

148

 

 

 

97

 

 

 

 

 

 

245

 

Acquisition expenses

 

 

82

 

 

 

 

 

 

 

 

 

82

 

Total operating expenses

 

 

62,071

 

 

 

4,752

 

 

 

15,705

 

 

 

82,528

 

Income (loss) from operations

 

 

45,574

 

 

 

3,808

 

 

 

(15,705

)

 

 

33,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(688

)

 

 

(688

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(709

)

 

 

 

 

 

(709

)

Other, net

 

 

(772

)

 

 

1,209

 

 

 

(53

)

 

 

384

 

Interest expense

 

 

(33,765

)

 

 

 

 

 

(83

)

 

 

(33,848

)

Loss on debt extinguishment

 

 

(471

)

 

 

 

 

 

 

 

 

(471

)

Income tax (expense) benefit

 

 

(530

)

 

 

(135

)

 

 

(24

)

 

 

(689

)

Net income (loss)

 

$

10,036

 

 

$

4,173

 

 

$

(16,553

)

 

$

(2,344

)

 

 

 

Six Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

102,955

 

 

$

 

 

$

 

 

$

102,955

 

Ancillary operating revenue

 

 

4,371

 

 

 

 

 

 

 

 

 

4,371

 

Managed REIT Platform revenue

 

 

 

 

 

6,597

 

 

 

 

 

 

6,597

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

Total revenues

 

 

107,326

 

 

 

9,400

 

 

 

 

 

 

116,726

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

33,016

 

 

 

 

 

 

 

 

 

33,016

 

Managed REIT Platform expense

 

 

 

 

 

1,231

 

 

 

 

 

 

1,231

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

General and administrative

 

 

 

 

 

 

 

 

13,719

 

 

 

13,719

 

Depreciation

 

 

26,229

 

 

 

 

 

 

419

 

 

 

26,648

 

Intangible amortization expense

 

 

3,658

 

 

 

98

 

 

 

 

 

 

3,756

 

Acquisition expenses

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Total operating expenses

 

 

62,945

 

 

 

4,132

 

 

 

14,138

 

 

 

81,215

 

Income (loss) from operations

 

 

44,381

 

 

 

5,268

 

 

 

(14,138

)

 

 

35,511

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(941

)

 

 

(941

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(450

)

 

 

 

 

 

(450

)

Other, net

 

 

221

 

 

 

1,839

 

 

 

(117

)

 

 

1,943

 

Interest expense

 

 

(29,524

)

 

 

 

 

 

(84

)

 

 

(29,608

)

Income tax (expense) benefit

 

 

(290

)

 

 

(86

)

 

 

233

 

 

 

(143

)

Net income (loss)

 

$

14,788

 

 

$

6,571

 

 

$

(15,047

)

 

$

6,312

 

 

The following table summarizes our total assets by segment (in thousands):

 

Segments

 

June 30, 2024

 

 

December 31, 2023

 

Self Storage(1)

 

$

1,782,428

 

 

$

1,798,511

 

Managed REIT Platform(2)

 

 

46,420

 

 

 

41,761

 

Corporate and Other

 

 

48,737

 

 

 

55,369

 

Total assets(3)

 

$

1,877,585

 

 

$

1,895,641

 

 

(1) Included in the assets of the Self Storage segment as of June 30, 2024 and December 31, 2023 was approximately $52.2 million of goodwill. Additionally, as of June 30, 2024 and December 31, 2023, there were no accumulated impairment charges to goodwill within the Self Storage segment.

 

(2) Included in the assets of the Managed REIT Platform segment as of June 30, 2024 and December 31, 2023 was approximately $1.4 million of goodwill. Such goodwill is net of accumulated impairment charges in the Managed REIT Platform segment of approximately $24.7 million, which relates to the impairment charge recorded during the quarter ended March 31, 2020.

 

(3) Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.

 

 

As of June 30, 2024 and December 31, 2023, approximately $166.2 million and $174 million, respectively, of our assets in the self storage segment related to our operations in Canada. For the three and six months ended June 30, 2024, approximately $5.7 million and $11.1 million, respectively, of our revenues in the self storage segment related to our operations in Canada. For the three and six months ended June 30, 2023, approximately $5.6 million and $10.9 million, respectively, of our revenues in the self storage segment related to our operations in Canada. Substantially all of our operations related to the management fees we generate through our management contracts with the Managed REITs are performed in the U.S.; accordingly substantially all of our assets and revenues related to our Managed REIT segment are based in the U.S. as well.

 

As of June 30, 2024 and December 31, 2023, approximately $36.4 million and $35.8 million, respectively, of our assets in the Corporate and Other segment in the table above relate to our JV Properties which operate in Canada. For the six months ended June 30, 2024 and 2023, approximately $0.7 million and $0.9 million of losses, respectively, relate to these JV Properties' operations in Canada.

XML 25 R18.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 10. Related Party Transactions

Self Administration Transaction

On June 28, 2019, we, our Operating Partnership and our TRS entered into a series of transactions, agreements, and amendments to our existing agreements and arrangements with our then-sponsor, SAM, and SmartStop OP Holdings, LLC (“SS OP Holdings”), a subsidiary of SAM, pursuant to which, effective June 28, 2019, we acquired the self storage advisory, asset management and property management businesses and certain joint venture interests of SAM, along with certain other assets of SAM (collectively, the “Self Administration Transaction”).

As a result of the Self Administration Transaction, we became self-managed and succeeded to the advisory, asset management and property management businesses and certain joint ventures previously in place for us, SST IV (until the SST IV Merger Date), and SSGT II (until the SSGT II Merger Date), and we acquired the internal capability to originate, structure and manage additional future self storage investment products which would be sponsored by SmartStop REIT Advisors, LLC (“SRA”), our indirect subsidiary. The transfer agent agreement described below was not impacted by the Self Administration Transaction.

Our Chief Executive Officer, who is also the Chairman of our board of directors, holds ownership interests in and is an officer of SAM, and other affiliated entities. Our Chief Executive Officer also previously indirectly held an ownership interest in our former dealer manager. Previously, certain of our executive officers and another member of our board of

directors held ownership interests in and/or were officers of SAM, and other affiliated entities. Accordingly, any agreements or transactions we have entered into with such entities may present a conflict of interest. None of SAM and its affiliates or our directors or executive officers receive any compensation, fees or reimbursements from our Managed REITs, other than with respect to fees and reimbursements in accordance with the Administrative Services Agreement and the transfer agent agreement, or as otherwise described in this section.

Former Transfer Agent Agreement

SAM owns 100% of the membership interests of Strategic Transfer Agent Services, LLC, our former transfer agent (“Transfer Agent”), which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provided transfer agent and registrar services to us. These services were substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholder. We believe that our Transfer Agent, through its knowledge and understanding of the direct participation program industry which includes non-traded REITs, was particularly suited to provide us with transfer agent and registrar services.

Fees paid to our Transfer Agent included a fixed quarterly fee, one-time account setup fees, monthly open account fees and fees for investor inquiries. In addition, we reimbursed our Transfer Agent for all reasonable expenses or other charges incurred by it in connection with the provision of its services to us, and we paid our Transfer Agent fees for any additional services that we requested from time to time, in accordance with its rates then in effect.

Effective as of April 29, 2024, we transitioned to a new transfer agent, SS&C GIDS, Inc. In connection with such transfer, we simultaneously terminated the transfer agent agreement with Strategic Transfer Agent Services, LLC. In lieu of a termination fee and in recognition of the additional cost and expenses incurred by our former transfer agent in connection with the transition, we paid a transition fee of $150,000 to Strategic Transfer Agent Services, LLC in May 2024.

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, 2023 and the six months ended June 30, 2024, as well as any related amounts payable as of December 31, 2023 and June 30, 2024 (in thousands):

 

 

 

Year Ended December 31, 2023

 

 

Six Months Ended June 30, 2024

 

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

Expensed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer Agent fees

 

$

1,479

 

 

$

1,473

 

 

$

75

 

 

$

658

 

 

$

664

 

 

$

69

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

341

 

 

 

 

 

 

 

 

 

341

 

Total

 

$

1,479

 

 

$

1,473

 

 

$

416

 

 

$

658

 

 

$

664

 

 

$

410

 

 

Acquisition of Self Storage Platform from SAM and Other Transactions

As a result of the Self Administration Transaction, we acquired the self storage sponsorship platform of SAM. Accordingly, the advisor and property manager entities of SST IV and SSGT II became our indirect subsidiaries, and we became entitled to receive various fees and expense reimbursements under the terms of the SST IV and SSGT II advisory and property management agreements as described below. In addition, we now also own the advisor and property manager entities of SST VI and SSGT III and are entitled to receive various fees and expense reimbursements under the terms of the SST VI and SSGT III advisory and property management agreements as described below.

Advisory Agreement Fees

Our indirect subsidiaries, the SST VI Advisor, and the SSGT III Advisor are or were entitled to receive various fees and expense reimbursements under the terms of the SST VI, and SSGT III advisory agreements.

SST VI Advisory Agreement

The SST VI Advisor provides acquisition and advisory services to SST VI pursuant to an advisory agreement (the “SST VI Advisory Agreement”). In connection with the SST VI private placement offering, SST VI was required to reimburse the SST VI Advisor for organization and offering costs from the SST VI private offering pursuant to the SST VI private offering advisory agreement.

Pursuant to the SST VI Advisory Agreement, the SST VI Advisor receives acquisition fees equal to 1.00% of the contract purchase price of each property SST VI acquires plus reimbursement of any acquisition expenses that SST VI Advisor incurs. The SST VI Advisor also receives a monthly asset management fee equal to 0.0625%, which is one-twelfth of 0.75%, of SST VI’s aggregate asset value, as defined.

A subsidiary of our Operating Partnership may also be potentially entitled to a subordinated distribution through its ownership of a special limited partnership in SST VI OP if SST VI (1) lists its shares of common stock on a national exchange, (2) terminates the SST VI Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in SST VI OP's limited partnership agreement.

The SST VI Advisory Agreement provides for reimbursement of the SST VI Advisor’s direct and indirect costs of providing administrative and management services to SST VI. Beginning four fiscal quarters after commencement of SST VI's public offering, which was declared effective March 17, 2022, the SST VI Advisor was required to pay or reimburse SST VI the amount by which SST VI’s aggregate annual operating expenses, as defined, exceed the greater of 2% of SST VI’s average invested assets or 25% of SST VI’s net income, as defined, unless a majority of SST VI’s independent directors determine that such excess expenses were justified based on unusual and non-recurring factors.

On March 1, 2022, Pacific Oak Holding Group, LLC, became a 10% non-voting member of the SST VI Advisor. Pacific Oak Capital Markets, LLC (a subsidiary of Pacific Oak Holding Group, LLC) is SST VI's dealer manager, and as such, is responsible for the marketing of SST VI shares being offered pursuant to SST VI's private offering, and subsequent to March 17, 2022, SST VI's public offering.

On October 25, 2022, we, through one of our subsidiaries also agreed to pay SST VI’s dealer manager an amount equal to 1.5% of the gross offering proceeds from the sale of Class W shares sold in its public offering. On October 31, 2023, in connection with an amendment to SST VI's dealer manager agreement, SST VI ceased the sale of Class W shares in its public offering, and subsequently began selling Class Z shares. For the year ended December 31, 2023, we had incurred approximately $59,000, to SST VI's dealer manager associated with the Class W Shares in its public offering.

Additionally, in connection with SST VI's public offering of Class W shares through October 31, 2023, the SST VI Advisor or its affiliates agreed to fund on behalf of SST VI, an amount equal to 1% of the gross offering proceeds from the sale of Class W shares sold in its initial public offering, which amount was to be used by SST VI towards the payment of its offering expenses. For the year ended December 31, 2023, we funded SST VI such costs in the amount of approximately $39,000. No further payments were incurred after October 31, 2023 to SST VI's dealer manager or SST VI under these agreements per the amendment which ceased the sale of Class W shares on such date.

Separately, we through one of our subsidiaries agreed to pay SST VI’s dealer manager an amount equal to 1.5% of the gross offering proceeds from the sale of Class Z shares sold in its public offering. For the three and six months ended June 30, 2024, we had incurred approximately $5,000 and $17,000, respectively, to SST VI's dealer manager associated with the Class Z shares sold in its public offering.

SSGT III Advisory Agreement

The SSGT III Advisor provides acquisition and advisory services to SSGT III pursuant to an advisory agreement (the “SSGT III Advisory Agreement”). In connection with the SSGT III private placement offering, which became effective on May 18, 2022, SSGT III is required to reimburse the SSGT III Advisor for organization and offering costs from the SSGT III private offering pursuant to the SSGT III Advisory Agreement.

Pursuant to the SSGT III Advisory Agreement, the SSGT III Advisor will receive acquisition fees equal to 1.00% of the contract purchase price of each property SSGT III acquires plus reimbursement of acquisition expenses that SSGT III Advisor incurs, provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives the Acquisition Fee. The SSGT III Advisor also receives a monthly asset management fee equal to 0.0625%, which is one-twelfth of 0.75%, of SSGT III’s aggregate asset value, as defined. The SSGT III Advisor is also entitled to receive a disposition fee equal to 1.5% of the contract sale price for any properties sold inclusive of any real estate commissions paid to third party real estate brokers. Through a separate agreement, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the SSGT III private offering, is entitled to receive 10% of the acquisition fees, asset management fees and disposition fees SSGT III Advisor earns pursuant to the SSGT III Advisory Agreement.

A subsidiary of our Operating Partnership may also be potentially entitled to various subordinated distributions through its ownership of a special limited partnership in SSGT III’s operating partnership agreement if SSGT III (1) lists its shares of common stock on a national exchange, (2) terminates the SSGT III Advisory Agreement, (3) liquidates its portfolio, or (4) merges with another entity or enters into an Extraordinary Transaction, as defined in the SSGT III operating partnership agreement.

The SSGT III Advisory Agreement provides for reimbursement of the SSGT III Advisor’s direct and indirect costs of providing administrative and management services to SSGT III.

Managed REIT Property Management Agreements

Our indirect subsidiaries, SS Growth Property Management II, LLC, Strategic Storage Property Management VI, LLC, and SS Growth Property Management III, LLC, (collectively the “Managed REITs Property Managers”), are or were entitled to receive fees for their services in managing the properties wholly or partially owned by the Managed REITs pursuant to property management agreements entered into between the owner of the property and the applicable Managed REIT’s Property Manager.

The Managed REITs’ Property Managers will receive a property management fee equal to 6% of the gross revenues from the properties, generally subject to a monthly minimum of $3,000 per property, plus reimbursement of the costs of managing the properties, and a one-time fee of $3,750 for each property acquired that would be managed by the Managed REITs’ Property Managers. Reimbursable costs and expenses include wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties. Pursuant to the property management agreements, we through our Operating Partnership employ the on-site staff for the Managed REITs’ properties.

The SST VI and SSGT III property managers are or were entitled to a construction management fee equal to 5% of the cost of a related construction or capital improvement work project in excess of $10,000.

Effective June 1, 2022, in connection with the SSGT II Merger, the SSGT II property management contracts were terminated. As a result of us acquiring SSGT II and terminating such contracts, we recorded a write-off of approximately $0.6 million related to the carrying value of the SSGT II property management contracts.

In connection with the Self Administration Transaction, we previously recorded a deferred tax liability, which was the result of the difference between the GAAP carrying value of the SSGT II property management contract and the carrying value for tax purposes. As we reduced the GAAP carrying value of such intangible asset, we adjusted the value of our deferred tax liability on a pro-rata basis, reducing the deferred tax liability by approximately $0.2 million during the year ended December 31, 2022 related to the SSGT II Merger and the related aforementioned write-offs, and recorded such benefits within the income tax (expense) benefit line-item in our consolidated statements of operations.

Summary of Fees and Revenue Related to the Managed REITs

Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

Managed REIT Platform Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Asset Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

1,067

 

 

 

724

 

 

 

2,127

 

 

 

1,316

 

SSGT III

 

 

335

 

 

 

222

 

 

 

672

 

 

 

394

 

 

 

 

1,402

 

 

 

946

 

 

 

2,799

 

 

 

1,710

 

Property Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

415

 

 

 

280

 

 

 

808

 

 

 

511

 

SSGT III

 

 

134

 

 

 

76

 

 

 

258

 

 

 

131

 

JV Properties

 

 

239

 

 

 

179

 

 

 

456

 

 

 

350

 

 

 

 

788

 

 

 

535

 

 

 

1,522

 

 

 

992

 

Tenant Protection Program Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

292

 

 

 

170

 

 

 

565

 

 

 

313

 

SSGT III

 

 

93

 

 

 

35

 

 

 

176

 

 

 

50

 

JV Properties

 

 

82

 

 

 

65

 

 

 

170

 

 

 

123

 

 

 

 

467

 

 

 

270

 

 

 

911

 

 

 

486

 

Acquisition Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

 

 

 

1,922

 

 

 

34

 

 

 

2,465

 

SSGT III

 

 

58

 

 

 

485

 

 

 

58

 

 

 

642

 

 

 

 

58

 

 

 

2,407

 

 

 

92

 

 

 

3,107

 

Other Managed REIT Fees(1)

 

 

154

 

 

 

162

 

 

 

461

 

 

 

302

 

Managed REIT Platform Fees

 

 

2,869

 

 

 

4,320

 

 

 

5,785

 

 

 

6,597

 

Sponsor funding reduction (2)

 

 

(199

)

 

 

 

 

 

(380

)

 

 

 

Total Managed REIT Platform Revenues

 

$

2,670

 

 

$

4,320

 

 

$

5,405

 

 

$

6,597

 

 

 

(1)
Such revenue primarily includes other property management related fees, construction management fees, development fees, and other miscellaneous revenues.
(2)
Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return receives Series C Units in SST VI's OP. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI.

We offer tenant insurance or tenant protection programs to customers at our Managed REITs' properties pursuant to which we, as the property manager and majority owner of the Tenant Protection Program joint ventures, are entitled to substantially all of the net revenue attributable to the sale of such tenant programs.

 

In order to protect our interest in receiving these revenues in light of the fact that the Managed REITs control the properties, we and the Managed REITs transferred our respective rights in such arrangements to a joint venture entity owned 99.9% by us through a TRS subsidiary and 0.1% by the Managed REIT. Under the terms of the operating agreements of the joint venture entities, we receive 99.9% of the net revenues generated from such Tenant Protection Programs and the Managed REIT receives the other 0.1% of such net revenues. Subsequent to the SSGT II Merger, the SSGT II Tenant Protection Programs joint ventures are wholly-owned by us and such revenue is generated at our now wholly-owned self storage properties and is recorded within ancillary operating revenue in our consolidated statements of operations.

 

Reimbursable costs from Managed REITs includes reimbursement of SST IV (until the SST IV Merger Date), SSGT II (until the SSGT II Merger Date), SST VI and SSGT III's Advisors’ direct and indirect costs of providing administrative and management services to the Managed REITs. Additionally, reimbursable costs includes reimbursement pursuant to the property management agreements for reimbursement of the costs of managing the Managed REITs’ properties, including wages and salaries and other expenses of employees engaged in operating, managing and maintaining such properties.

As of June 30, 2024 and December 31, 2023 we had receivables due from the Managed REITs totaling approximately $16.3 million and $6.5 million, respectively. Such amounts are included in investments in and advances to the Managed REITs line-item in our consolidated balance sheets. Such amounts included unpaid amounts relative to the above table, in addition to other direct reimbursable expenditures of the Managed REITs that we directly funded.

Investments in and advances to SST VI OP

Equity Investments

On March 10, 2021, SmartStop OP made an investment of $5.0 million in SST VI OP, in exchange for common units of limited partnership interest in SST VI OP. Additionally, a subsidiary of SmartStop OP owns a special limited partnership interest (the “SST VI SLP”) in SST VI OP.

For the three and six months ended June 30, 2024 we recorded a loss related to our equity interest in SST VI OP of approximately $0.1 million, and $0.4 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.2 million, respectively.

For the three and six months ended June 30, 2023 we recorded a loss related to our equity interest, excluding our preferred investment discussed below, in SST VI OP of approximately $0.3 million, and $0.5 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.2 million, respectively.

On January 30, 2023, a subsidiary of SmartStop made a preferred investment of 600,000 Series A Cumulative Redeemable Preferred units of limited partnership interest in SST VI OP for an aggregate of $15 million. Upon closing of the preferred investment, an investment fee equal to 1% of the investment amount was owed and paid by SST VI OP. SmartStop, through its subsidiary, received distributions, payable monthly in arrears, at a rate of 7.0% per annum from the date of issuance until the second anniversary of the date of issuance, 8.0% per annum commencing thereafter until the third anniversary of the date of issuance, 9.0% per annum commencing thereafter until the fourth anniversary of the date of issuance, and 10% per annum thereafter, payable monthly. On May 2, 2023, SST VI fully redeemed SmartStop's preferred investment of 600,000 Series A Cumulative Redeemable Preferred units of limited partnership interest in SST VI OP, and repaid accrued distributions due as of the date of redemption for a total amount of approximately $15.1 million.

 

Sponsor Funding Agreement

On November 1, 2023, SRA, a subsidiary of our Operating Partnership, entered into a Sponsor Funding Agreement with SST VI and SST VI OP, in connection with certain changes to the public offering of SST VI.

Pursuant to the Sponsor Funding Agreement, SRA, as sponsor of the SST VI offering, has agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares sold in the SST VI offering, (ii) the upfront 3% dealer manager fee for the Class Y shares sold in the SST VI offering, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z shares sold in the SST VI offering. SRA also agreed to reimburse SST VI in cash to cover the dilution from certain one-time stock dividends which were issued by SST VI to existing stockholders in connection with the sponsor funding changes to the SST VI offering. On December 15, 2023, we paid SST VI approximately $6.6 million for the reimbursement of the aforementioned stock dividend.

In consideration for SRA providing the funding for the front-end sales load and the cash to cover the dilution from the stock dividends described above, SST VI OP will issue a number of Series C Units to SRA equal to the dollar amount of such funding divided by the then-current offering price for the Class Y shares and Class Z shares sold in the SST VI offering, which was initially $9.30 per share. Pursuant to the Sponsor Funding Agreement, SRA will reimburse SST VI monthly for the applicable front-end sales load it has agreed to fund, and SST VI OP will issue the Series C Units on a monthly basis upon such reimbursement. The Sponsor Funding Agreement will terminate immediately upon the date that SST VI ceases to offer the Class Y shares and Class Z shares in the SST VI offering. The SST VI offering was set to expire on March 17, 2024,

and was extended to March 17, 2025 upon the approval of SST VI's board of directors on February 1, 2024. Inclusive of all extension options available to SST VI, its current offering could not extend beyond September 12, 2025.

On November 1, 2023, SRA entered into Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement of SST VI OP with SST VI and SST VI OP containing, among other things, the terms of the Series C Units. The Series C Units shall initially have no distribution, liquidation, voting, or other rights to participate in SST VI OP unless and until such Series C Units are converted into class A units of SST VI OP. The Series C Units shall automatically convert into class A units on a one-to-one basis upon SST VI’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of SST VI shares of common stock, including the Class Y shares and Class Z shares, calculated net of the Series C Units to be converted. On August 7, 2024, SST VI declared an estimated net asset value per share of $10.00. Since the Series C Units that could be converted would result in the net asset value falling below $10.00 per share, none of the Series C Units we own were converted into class A units of SST VI OP, and our future purchases will be determined based on the current estimated net asset value at such time.

Through June 30, 2024, we have incurred approximately $8.1 million in connection with the Sponsor Funding Agreement, representing approximately 871,000 subordinated units. During the three and six months ended June 30, 2024 we incurred approximately $0.6 million and $1.3 million, respectively, of which approximately $0.2 million was accrued as a payable pursuant to the Sponsor Funding Agreement.

As of June 30, 2024, the maximum remaining commitment of SRA pursuant to the Sponsor Funding Agreement is approximately $62.5 million if SST VI were to sell the maximum amount under its current offering of $1.0 billion.

Debt Investments

On December 30, 2021, in connection with SST VI's acquisition of two self storage facilities, our Operating Partnership entered into a mezzanine loan agreement with a wholly-owned subsidiary of SST VI OP for up to $45 million (the “SST VI Mezzanine Loan”). The SST VI Mezzanine Loan required a commitment fee equal to 1.0% of the amount drawn at closing of the SST VI Mezzanine Loan, and each subsequent draw. Interest on this loan accrued at LIBOR plus 3.0%.

The SST VI Mezzanine Loan was amended on December 20, 2022, such amendment increased the principal borrowing amount from a maximum of $45 million to $55 million. Pursuant to this amendment, the interest rate on the SST VI Mezzanine Loan was converted to a variable rate equal to SOFR plus 3.0%. Additionally, in such amendment, SST VI exercised the existing extension option; payments on the SST VI Mezzanine Loan were interest only until the due date of December 30, 2023. As of December 31, 2022 the balance on the SST VI Mezzanine Loan was $35.0 million. On January 31, 2023, SST VI borrowed an additional $15.0 million on the SST VI Mezzanine Loan. On May 2, 2023, SST VI fully repaid the outstanding principal, plus all applicable accrued interest due on the SST VI Mezzanine Loan as of such date for a total amount of approximately $51.7 million. On such date, the SST VI Mezzanine Loan agreement was terminated.

On June 13, 2023 SmartStop OP entered into a promissory note agreement with SST VI OP ( the “SST VI Note”), where SST VI OP borrowed $15.0 million. Interest on the loan accrued at SOFR plus 3.0%. Payments on the SST VI Note are interest only. The loan was extended to December 31, 2024 at the borrower's option. As such, the interest rate on the loan increased to SOFR plus 4.0%, and a fee equal to 0.25% of the outstanding principal balance was due as a result of SST VI exercising the extension option on December 8, 2023. The SST VI Note required a commitment fee equal to 1.0% of the aggregate principal amount of the loan. On June 28, 2024, the SST VI Note was amended to expand the borrowing capacity up to $25.0 million and extend the maturity date from December 31, 2024 to December 31, 2025. The loan is interest only, and the interest rate on such loan is SOFR plus 4.0%. As of June 30, 2024, SST VI OP had $15.0 million borrowed and outstanding pursuant to the SST VI Note.

 

 

 

 

 

 

 

 

 

The following table summarizes the carrying value of our investments in and advances to SST VI as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

13,642

 

 

$

5,861

 

Debt:

 

 

 

 

 

 

SST VI Note (1)

 

 

15,000

 

 

 

15,000

 

Equity:

 

 

 

 

 

 

SST VI OP Units and
   SST VI SLP

 

 

1,363

 

 

 

1,932

 

SST VI Class C Subordinated Units

 

 

3,929

 

 

 

3,307

 

Total investments in and advances

 

$

33,934

 

 

$

26,100

 

 

(1) On July 29, 2024, SST VI borrowed an additional $8.0 million on the SST VI Note, such that $23.0 million was outstanding on such loan.

Investments in and advances to SSGT III OP

Equity Investments

On August 29, 2022, SmartStop OP made an investment of $5.0 million in SS Growth Operating Partnership III, L.P., the operating partnership of SSGT III (“SSGT III OP”), in exchange for common units of limited partnership interest in SSGT III OP. Additionally, a subsidiary of SmartStop OP owns a special limited partnership interest (the “SSGT III SLP”) in SSGT III OP.

For the three and six months ended June 30, 2024, we recorded a loss related to our equity interest in SSGT III OP of approximately $0.1 million and $0.3 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.1 million, respectively.

For the three and six months ended June 30, 2023, we recorded a loss related to our equity interest in SSGT III OP of approximately $0.2 million and $0.4 million, respectively, and received distributions in the amount of approximately $0.1 million, and $0.1 million, respectively.

Debt Investments

On August 9, 2022, in connection with SSGT III's acquisition of two self storage facilities, our Operating Partnership entered into a mezzanine loan agreement with a wholly-owned subsidiary of SSGT III, for up to $50.0 million (the “SSGT III Mezzanine Loan”), of which $42.0 million was funded as an initial draw at the time of closing. The SSGT III Mezzanine Loan requires a commitment fee equal to 1.0% of the amount drawn at closing of the SSGT III Mezzanine Loan, and subsequent draws.

The SSGT III Mezzanine Loan was amended on December 20, 2022, such amendment increased the principal borrowing amount from up to $50 million to $77 million. Pursuant to this amendment, the interest rate on the SSGT III Mezzanine Loan became a variable rate equal to SOFR plus 3.0%. Payments on the SSGT III Mezzanine Loan are interest only, and it had an initial maturity date of August 9, 2023. SSGT III extended the ultimate maturity date of the SSGT III Mezzanine Loan until August 9, 2024, as such, the interest rate of the SSGT III Mezzanine Loan increased to SOFR plus 4.0% per annum, pursuant to the December 20, 2022 amendment. The SSGT III Mezzanine Loan may be prepaid in whole or in part at any time without fees or penalty and, in certain circumstances, equity interests securing the SSGT III Mezzanine Loan may be released from the pledge of collateral. The SSGT III Mezzanine Loan is secured by a pledge of the equity

interest in the indirect, wholly-owned subsidiaries of SSGT III, that owned seven operating self storage facilities as of June 30, 2024. SSGT III OP, also serves as a non-recourse guarantor. In August 2023, SSGT III exercised the extension option, such that the SSGT III Mezzanine Loan was due in full on August 9, 2024.

On May 2, 2024, SSGT III paid down the remaining $1.0 million outstanding on the SSGT III Mezzanine Loan.

As of June 30, 2024 and December 31, 2023, a wholly-owned subsidiary of SSGT III OP had none and $4.0 million, respectively, borrowed and outstanding pursuant to the SSGT III Mezzanine Loan.

The following table summarizes the carrying value of our investments in and advances to SSGT III OP as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

2,654

 

 

$

629

 

Debt:

 

 

 

 

 

 

SSGT III Mezzanine Loan(1)

 

 

 

 

 

4,000

 

Equity:

 

 

 

 

 

 

SSGT III OP Units and
  SSGT III SLP

 

 

3,215

 

 

 

3,662

 

Total investments in and advances

 

$

5,869

 

 

$

8,291

 

(1) As of June 30, 2024 and December 31, 2023, $1.5 million was available to be drawn on the SSGT III Mezzanine Loan. The SSGT III Mezzanine Loan expired on the maturity date of August 9, 2024, as such there is no further ability for SSGT III to borrow on this loan. On July 31, 2024, our operating partnership provided a bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million to facilitate SSGT III's acquisition of two properties. Please see Note 14 – Subsequent Events for additional detail.

Administrative Services Agreement

On June 28, 2019, we along with our Operating Partnership, our TRS and SmartStop Storage Advisors, LLC (collectively, the “Company Parties”) entered into an Administrative Services Agreement with SAM (the “Administrative Services Agreement”), which, as amended, requires that the Company Parties will be reimbursed for providing certain operational and administrative services to SAM which may include, without limitation, accounting and financial support, IT support, HR support, advisory services and operations support, and administrative support and other miscellaneous reimbursements as set forth in the Administrative Services Agreement and SAM will be reimbursed for providing certain operational and administrative services to the Company Parties which may include, without limitation, due diligence support, marketing, fulfillment and offering support, events support, insurance support, and administrative and facilities support. SAM and the Company Parties will reimburse one another based on the actual costs of providing their respective services. Additionally, SAM paid the Company Parties an allocation of rent and overhead for the portion of the Ladera Office that it occupied until October 2022, at which time SAM relocated to a separate office. Such agreement had an initial term of three years, with automatic one-year renewals, and is subject to certain adjustments as defined in the agreement.

For the three and six months ended June 30, 2024, we incurred reimbursements payable to SAM under the Administrative Services Agreement of approximately $216,000 and $358,000, respectively, which were recorded in the Managed REIT Platform expenses line item in our consolidated statements of operations.

For the three and six months ended June 30, 2023, we incurred reimbursements payable to SAM under the Administrative Services Agreement of approximately $102,000 and $169,000, respectively, which were recorded in the Managed REIT Platform expenses line item in our consolidated statements of operations.

We recorded reimbursements from SAM of approximately $68,000 and $121,000 during the three and six months ended June 30, 2024, respectively, related to services provided to SAM, which were included in Managed REIT Platform revenue in our consolidated statements of operations.

We recorded reimbursements from SAM of approximately $460,000 and $500,000 during the three and six months ended June 30, 2023, respectively, related to services provided to SAM, which were included in Managed REIT Platform revenue in our consolidated statements of operations.

As of June 30, 2024 and December 31, 2023, a receivable of approximately $25,000 was due from SAM and a payable of approximately $11,000, was due to SAM, respectively, related to the Administrative Services Agreement.

XML 26 R19.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Equity Based Compensation

Note 11. Equity Based Compensation

Prior to June 15, 2022, we issued equity based compensation pursuant to the Company’s Employee and Director Long-Term Incentive Plan (the “Prior Plan”). On June 15, 2022, our stockholders approved the 2022 Long-Term Incentive Plan (the “Plan”) and we no longer issue equity under the Prior Plan. Pursuant to the Plan, we are able to issue various forms of equity based compensation. Through June 30, 2024, we have generally issued equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”).

Through March 2020, we had only issued restricted stock, which shares are subject to a time based vesting period. In April 2020, the Compensation Committee of the board of directors approved awards for our executive officers, which include (1) performance based awards, and (2) time based awards. For both such type of awards, the recipient can choose either LTIP Units or restricted stock consisting of shares of our common stock. Effective June 2022, certain other recipients of time based awards were also allowed to choose either LTIP Units or restricted stock shares of our common stock.

The fair value of restricted stock is determined on the grant date based on an estimated value per share. The estimated fair value of our restricted stock was determined with the assistance of third party valuation specialists primarily based on an income approach to value our properties as well as the Managed REIT Platform, less the estimated fair value of our debt and other liabilities. The key assumptions used in estimating the fair value of our restricted stock were projected annual net operating income, projected growth rates, discount rates, capitalization rates and an illiquidity discount. The fair value of LTIP Units were further adjusted by applying an additional discount as the LTIP Units are not initially economically equivalent to our restricted stock. For performance based awards, a fair value was determined for each performance ranking scenario, with stock compensation expense recorded using the fair value of the scenario determined to be probable of achievement as of the end of the respective period.

Time Based Awards

We have granted various time based awards, which generally vest ratably over either one, three, or four years commencing in the year of grant, subject to the recipient’s continued employment or service through the applicable vesting date. All grants of time based restricted stock have limitations on transferability during the vesting period, and the grantee does not have the ability to vote any unvested shares. Transferability during the vesting period depends upon when the grant was made, as follows (i) with respect to grants of time based restricted stock made prior to April 2020, the restriction on transfers applies to the entirety of the grant, regardless of vesting, and (ii) with respect to grants of time based restricted stock made in or subsequent to April 2020, the restriction on transfer applies only to the unvested portion of the restricted stock.

With respect to grants of time based LTIP Units, distributions accrue based on the effective date of each grant, and are payable as distributions are paid on our Class A Shares without regard to whether the underlying awards have vested. With respect to time based restricted stock issued to our board of directors in or after June 2022, distributions accrue as of the effective date of each grant and are payable as distributions are paid on our Class A Shares without regard to whether the underlying awards have vested. With respect to all other existing time based restricted stock, distributions accrue on non-vested shares granted and are paid when the underlying restricted shares vest.

Holders of time based LTIP Units receive allocations of profits and losses with respect to the LTIP Units as of the effective date, distributions from the effective date in an amount equivalent to the distributions declared and paid on our Class A Shares, and the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, time based LTIP Units generally may not be transferred, other than by laws of descent and distribution.

 

 

 

The following table summarizes the activity related to our time based awards:

 

 

Restricted Stock

 

 

LTIP Units

 

Time Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

145,850

 

 

$

11.50

 

 

 

290,641

 

 

$

11.16

 

Granted

 

 

43,720

 

 

 

14.30

 

 

 

315,915

 

 

 

13.30

 

Vested

 

 

(96,295

)

 

 

10.86

 

 

 

(226,271

)

 

 

11.58

 

Forfeited

 

 

(7,960

)

 

 

13.92

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

85,315

 

 

 

13.44

 

 

 

380,285

 

 

 

12.69

 

Granted

 

 

45,904

 

 

 

14.30

 

 

 

315,962

 

 

 

13.53

 

Vested

 

 

(47,321

)

 

 

12.79

 

 

 

(18,048

)

 

 

13.30

 

Forfeited

 

 

(4,204

)

 

 

14.28

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

79,694

 

 

$

14.28

 

 

 

678,199

 

 

$

13.06

 

 

Performance Based Awards

With respect to performance based awards, the number of shares of restricted stock granted as of the grant date equaled 100% of the targeted award, whereas the number of LTIP Units granted as of the grant date equaled 200% of the targeted amount of the award. The targeted award for each executive was determined and approved by the Compensation Committee of our board of directors. The actual number of shares of restricted stock or LTIP Units, as applicable, to be issued upon vesting may range from 0% to 200% of the targeted award, such determination being based upon the results of the performance measure. Performance based awards vest based upon our performance as ranked amongst a peer group of self storage related companies. This comparison will be conducted using a performance measure of average annual same-store revenue growth, analyzed over a three-year period. Earned awards for the 2022, 2023 and 2024 grants will vest, as applicable, no later than March 31, 2025, 2026, and 2027, respectively.

Recipients of performance based restricted stock accrue distributions during the performance period, and such distributions will only be payable on the date that any such shares of restricted stock vest, based upon the performance level attained. Recipients of performance based LTIP Units are issued LTIP Units at 200% of the targeted award and are entitled to receive distributions and allocations of profits and losses with respect to the performance based LTIP Units as of the effective date of each award in an amount equal to 10% of the distributions and allocations available to such LTIP Units, until the Distribution Participation Date (as defined in the Operating Partnership Agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance based LTIP Units that vest. Following the Distribution Participation Date, recipients will be entitled to receive the full amount of distributions and allocations of profits and losses with respect to the vested performance-based LTIP Units, such amount being equivalent to distributions declared and paid on our Class A Shares.

The following table summarizes our activity related to our performance based awards:

 

 

 

Restricted Stock

 

 

LTIP Units

 

Performance Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

5,752

 

 

$

9.78

 

 

 

380,536

 

 

$

10.39

 

Granted

 

 

5,752

 

 (1)

 

9.78

 

 

 

271,199

 

 

 

13.30

 

Vested

 

 

(11,504

)

 

 

9.78

 

 

 

(118,720

)

 

 

9.09

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

 

 

 

 

 

 

533,015

 

 

 

12.16

 

Granted

 

 

 

 

 

 

 

 

270,096

 

 

 

13.55

 

Vested

 

 

 

 

 

 

 

 

(148,387

)

 

 

9.30

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

 

 

$

 

 

 

654,724

 

 

$

13.38

 

(1) On March 2, 2023 the Compensation Committee of the board of directors approved the vesting of the 2020 performance grant at 200% of the targeted award. Accordingly, individuals who elected to receive performance based restricted stock were issued and immediately vested additional shares to equal 200% of their targeted award.

 

Holders of performance based restricted stock do not have any rights as a stockholder with respect to the unvested portion of such restricted stock awards. Prior to vesting, shares of performance based restricted stock generally may not be transferred, other than by laws of descent and distribution.

Holders of performance based LTIP Units have the same voting rights as holders of common units, voting as a class with each LTIP Unit holder having one vote per LTIP Unit held. Prior to vesting, performance based LTIP Units generally may not be transferred, other than by laws of descent and distribution.

LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. The profits interests’ characteristics of the LTIP Units mean that initially they will not be treated as economically equivalent in value to a common unit and the issuance of LTIP Units will not be a taxable event to the Operating Partnership or the recipient. If and when certain events occur pursuant to applicable tax regulations and in accordance with the Operating Partnership Agreement, LTIP Units may become economically equivalent to common units of limited partnership interest of our Operating Partnership on a one-for-one basis.

As of June 30, 2024, 8,736,905 shares of stock were available for issuance under the Plan.

We recorded approximately $1.4 million and $2.4 million of equity based compensation expense in general and administrative expense during the three and six months ended June 30, 2024, respectively, compared to approximately $1.4 million and $2.4 million during the three and six months ended June 30, 2023, respectively. We recorded approximately $56,000 and $115,000 of equity based compensation expense in property operating expenses, within our consolidated statements of operations for the three and six months ended June 30, 2024, respectively, compared to approximately $37,000 and $76,000 during the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, there was approximately $10.9 million of total unrecognized compensation expense related to non-vested equity awards, with such cost expected to be recognized over a weighted-average period of approximately 2.5 years.

As of December 31, 2023, there was approximately $6.8 million of total unrecognized compensation expense related to non-vested equity awards, with such cost expected to be recognized over a weighted-average period of approximately 2.2 years.

In March 2024, the compensation committee of our board of directors approved the 2024 executive compensation terms for our executives, which included (1) performance-based equity grants in the form of either, at the election of the executive, restricted stock awards or LTIP Units, and (2) time-based equity grants in the form of either, at the election of the executive, restricted stock awards or LTIP Units.

In March 2024, an aggregate of 270,096 LTIP Units were issued to our executive officers in connection with performance-based equity grants. With respect to performance-based equity grants, the number of LTIP Units granted as of the grant date was equal 200% of the targeted award. These are non-vested grants which shall vest based on ranges from a threshold of 0% to a maximum of 200% of the targeted equity award set for each executive by the compensation committee, with such percentage being determined based upon our ranking as compared to a peer group of publicly traded self storage REITs in terms of the average same-store revenue growth, analyzed over a three-year period.

Similarly, in March 2024, an aggregate of 274,183 LTIP Units were issued to our executive officers in connection with time-based equity grants. These are non-vested grants which shall vest ratably over four years, with the first tranche vesting on December 31, 2024, subject to the recipient’s continued employment through the applicable vesting date.

XML 27 R20.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 12. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted an amended and restated distribution reinvestment plan (our “DRP”) that allows both our Class A and Class T stockholders to have distributions otherwise distributable to them invested in additional Class A Shares and Class T Shares, respectively. Under our DRP, the board of directors may amend, modify, suspend or terminate our plan for any reason upon 10 days’ written notice to the participants. The purchase price per share pursuant to our DRP is equivalent to the estimated value per share approved by our board of directors and in effect on the date of purchase of shares under the plan. In conjunction with the board of directors’ declaration of a new estimated value per share of our common stock on January 15, 2024, any shares sold pursuant to our distribution reinvestment plan will be sold at our new estimated value per share of $15.25 per Class A Share and Class T Share. Please see the section below titled “Suspension and Partial Resumption of DRP and SRP” for additional information.

As of June 30, 2024, we had sold approximately 10.0 million Class A Shares and approximately 1.3 million Class T Shares through our distribution reinvestment plan, of which, approximately 0.2 million Class A Shares and approximately 0.1 million Class T Shares were sold under our current DRP Offering. The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.

Share Redemption Program

As described in “Note 2 – Summary of Significant Accounting Policies – Redeemable Common Stock,” we have an SRP. Please refer to that section for additional details. Pursuant to the SRP, we may redeem the shares of stock presented for redemption for cash to the extent that such requests comply with the below terms of our SRP and we have sufficient funds available to fund such redemption. All redemption requests received, and not withdrawn, on or prior to the last day of the applicable quarter are processed on the last business day of the month following the end of the quarter in which the redemption requests were received.

Our board of directors may amend, suspend or terminate the SRP 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.

On August 20, 2020, our board of directors amended the terms of the SRP to revise the redemption price per share for all redemptions under the SRP to be equal to the most recently published estimated net asset value per share of the applicable share class (the “SRP Amendment”). Prior to the SRP Amendment, the redemption amount was the lesser of the amount the stockholders paid for their shares or the price per share in the current offering. On January 15, 2024, we declared a new estimated net asset value per share and the redemption price under our SRP immediately changed to $15.25 (our current estimated net asset value per share).

There are several limitations in addition to those noted above on our ability to redeem shares under the SRP including, but not limited to:

During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year.
The amount available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan, less any prior redemptions.
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.

During the six months ended June 30, 2024, approximately 1.1 million shares or $17.3 million of requests that met the eligibility criteria were requested to be redeemed; approximately $8.7 million of which were fulfilled during the six months ended June 30, 2024, and approximately $8.6 million of which were included in accounts payable and accrued liabilities within our consolidated balance sheets as of June 30, 2024 and fulfilled in July 2024.

During the year ended December 31, 2023, approximately 1.5 million shares or $22.9 million of requests that met the eligibility criteria were requested to be redeemed; approximately $19.0 million of which were fulfilled during the year ended December 31, 2023, and approximately $3.9 million of which were included in accounts payable and accrued liabilities within our consolidated balance sheets as of December 31, 2023 and fulfilled in January 2024.

Please see the section below titled “Suspension and Partial Resumption of DRP and SRP” for additional information.

Suspension and Partial Resumption of DRP and SRP

 

In connection with a review of liquidity alternatives by the board of directors, on March 7, 2022, the board of directors approved the full suspension of our DRP and SRP. However, on March 16, 2023, the DRP was fully reinstated and the SRP was partially reinstated to allow for redemptions solely sought in connection with a stockholder’s death, “qualifying disability” (as that term is defined in the SRP), confinement to a long-term care facility, or other exigent circumstances. All other redemptions remain suspended at this time.

On May 1, 2024, our board of directors adopted a limitation to our SRP such that any redemption request made under the SRP in connection with a stockholder’s death must be made within one year of the date of such death in order to be honored by us. This limitation took effect on June 1, 2024.

Operating Partnership Redemption Rights

Generally, the limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year.

Additionally, the Class A-1 Units issued in connection with the Self Administration Transaction are subject to the general restrictions on transfer contained in the Operating Partnership Agreement. The Class A-1 Units are otherwise entitled to all rights and duties of the Class A limited partnership units in the Operating Partnership, including cash distributions and the allocation of any profits or losses in the Operating Partnership.

Other Contingencies and Commitments

We have severance arrangements which cover certain members of our management team; these provide for severance payments upon certain events, including after a change of control.

See Note 10 – Related Party Transactions related to our debt investments in the Managed REITs and our Sponsor Funding Agreement with SST VI for more information about our contingent obligations under these agreements.

As of June 30, 2024, pursuant to various contractual relationships, we are required to make other payments in the amounts of approximately $2.6 million, $7.7 million, and $0.5 million during the years ending December 31, 2024, 2025, and 2026, respectively.

From time to time, we are party to legal, regulatory and other proceedings that arise in the ordinary course of our business. In accordance with applicable accounting guidance, management accrues an estimated liability when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. For such proceedings, we are not aware of any for which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition.

In connection with a fire that occurred at one of our properties, a neighboring property was also damaged. In December 2023, we, along with our insurance carrier, received a subrogation demand letter from an attorney representing the insurance company for the neighboring property owner for approximately $8.3 million alleging that we were responsible for their damages. We intend to vigorously defend this matter. We believe we have adequate insurance coverage for this matter.

XML 28 R21.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Declaration of Distributions
6 Months Ended
Jun. 30, 2024
Dividends [Abstract]  
Declaration of Distributions

Note 13. Declaration of Distributions

On June 26, 2024, our board of directors declared a distribution rate for the month of July 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on July 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

On July 26, 2024, our board of directors declared a distribution rate for the month of August 2024 of approximately $0.0508 per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on August 31, 2024. Such distributions payable to each stockholder of record will be paid the following month.

XML 29 R22.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 14. Subsequent Events

In addition to the subsequent events discussed elsewhere in the notes to the financial statements, the following events occurred subsequent to June 30, 2024:

 

Self Storage Facility Acquisitions

On July 16, 2024, we purchased a self storage facility located in Spartanburg, South Carolina (the "Spartanburg Property"). The purchase price for the Spartanburg Property was approximately $13.2 million, plus closing costs. Upon acquisition, the property was approximately 94% occupied. The acquisition was funded with proceeds drawn from the 2024 Credit Facility.

RBC JV Term Loan II

On July 17, 2024, three of our joint ventures with SmartCentres closed on a $46.0 million CAD term loan (the “RBC JV Term Loan II”) with RBC pursuant to which three of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers II”). The RBC JV Term Loan II is secured by first mortgages on three of the JV Properties which were previously encumbered by the SmartCentres Financings. The maturity date of the RBC JV Term Loan II is November 3, 2025, which may be requested to be extended by one additional year at the sole discretion of RBC and subject to certain conditions. Interest on the RBC JV Term Loan is a fixed annual rate of 4.97%, and payments are interest only during the term of the loan.

We and SmartCentres each serve as a full recourse guarantor with respect to 50% of the secured obligations under the RBC JV Term Loan II. The RBC JV Term Loan II contains certain customary representations and warranties, affirmative, negative and financial covenants, and events of default. Pursuant to the terms of the RBC JV Term Loan II, a failure by either us or SmartCentres to observe any negative covenant under each of our respective (and separate) credit facilities (“Separate Credit Facilities”) would be an event of default under the RBC JV Term Loan II. We and SmartCentres entered into a separate Cross-Indemnity Agreement pursuant to which we and SmartCentres have each agreed to indemnify the other party with respect to any claims arising from a breach or default of the other party pursuant to the RBC JV Term Loan II or the Separate Credit Facilities.

The net proceeds from the RBC JV Term Loan II were used to fully repay the allocated loan amounts of approximately $46.4 million CAD or approximately $34.1 million USD under the SmartCentres Financings for each of the three JV Properties.

Joint Venture Development

On July 18, 2024, we entered into a joint venture arrangement with an unaffiliated third party to develop a self storage property in Nantucket, Massachusetts. On such date we agreed to contribute approximately $6.5 million for a minority ownership in the project. At closing, we funded approximately $4.9 million, and per the terms of the joint venture agreement, are required to fund an additional $1.6 million at a future date, which we expect to be in 2024. Upon completion of development, we expect to serve as property manager of the self storage property.

KeyBank Bridge Loan

On July 31, 2024, we entered into a bridge loan with KeyBank for up to $45.0 million (the “KeyBank Bridge Loan”) which matures on July 31, 2025. The KeyBank Bridge Loan may be funded in up to two draws, none of which shall occur after 90 days from closing. No amounts borrowed and repaid under such loan may be redrawn. At closing, we drew $20.0 million less transaction costs. The KeyBank Bridge Loan was completed in connection with SSGT III's acquisition of two self storage facilities on July 31, 2024, whereby our Operating Partnership provided a similar bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million (the “SSGT III Bridge Loan”) to facilitate SSGT III’s closing on such properties. An indirect wholly-owned subsidiary of SSGT III intends to sponsor a private offering of beneficial interests in a Delaware statutory trust ("DST") relating to the two properties. We, through a newly formed subsidiary of SRA, will serve as property manager of both of these properties.

The KeyBank Bridge Loan incurs interest based on adjusted daily simple SOFR plus 275 basis points. The SSGT III Bridge Loan incurs interest based on adjusted daily simple SOFR plus 300 basis points. The SSGT III Bridge Loan is secured by an indirect pledge of equity in the entity sponsoring the private DST offering relating to the two properties mentioned above, as well as a full guaranty by SSGT III OP. We have pledged the SSGT III Bridge Loan to KeyBank as the collateral for the KeyBank Bridge Loan, as well as provided a full guaranty from our Operating Partnership. As such sponsor entity sells such DST interests, it is required to utilize such net proceeds to pay down the SSGT III Bridge Loan and we are similarly required to use such net proceeds to pay down the KeyBank Bridge Loan. In any event, we will be required to pay down at least 15% of the balance within four months, 35% within six months, 55% within nine months, and 75% within twelve months from the final draw. Full repayment is subject to one six month extension. Similar required paydowns are also required of SSGT III pursuant to the terms of the SSGT III Bridge Loan.


 

XML 30 R23.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

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

The square footage, unit count, and occupancy percentage data and related disclosures included in these notes to the consolidated financial statements are outside the scope of our independent registered accounting firm's review.
Principles of Consolidation

Principles of Consolidation

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

Consolidation Considerations

Consolidation Considerations

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

Our Operating Partnership is deemed to be a VIE and is consolidated by us as we are currently the primary beneficiary. Our sole significant asset is our investment in our Operating Partnership; as a result, substantially all of our assets and liabilities represent those assets and liabilities of our Operating Partnership and its wholly-owned subsidiaries.

On March 1, 2022, Pacific Oak Holding Group, LLC, the parent company of Pacific Oak Capital Markets, LLC, the dealer manager for the public offering of SST VI, became a 10% non-voting member of Strategic Storage Advisor VI, LLC, our advisor to SST VI (the “SST VI Advisor”). We continue to be the primary beneficiary of SST VI Advisor, and its operations therefore continue to be consolidated by us.

As of June 30, 2024 and December 31, 2023, we were not a party to any other material contracts or interests that would be deemed variable interests in VIEs other than our joint ventures with SmartCentres and our equity investments in the Managed REIT's, which are all accounted for under the equity method of accounting (see Note 4 – Investments in Unconsolidated Real Estate Ventures and Note 10 – Related Party Transactions for additional information), and our joint venture programs through which we offer our tenant insurance, tenant protection plans or similar programs (the “Tenant Protection Programs”) with SST VI, SSGT III, and SSGT II (through June 1, 2022) which are consolidated.

Equity Investments

Equity Investments

Under the equity method, our investments are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions and impairments, as applicable. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments and recorded within our consolidated statements of operations.
Investments in and Advances to Managed REITs

Investments in and Advances to Managed REITs

As of June 30, 2024 and December 31, 2023, we owned equity and debt investments in the Managed REITs; such amounts are included in Investments in and advances to Managed REITs within our consolidated balance sheets. We account for the equity investments using the equity method of accounting as we have the ability to exercise significant influence, but not control, over the Managed REITs’ operating and financial policies through our advisory and property management agreements with the respective Managed REITs. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for our share of equity in the respective Managed REIT’s earnings and reduced by distributions.

We record the interest on our debt investments on the accrual basis and such income is included in Other, net, within Other income (expense) of our consolidated statements of operations. While we do make loans periodically, we do not consider that to be part of our ordinary operating activity, and therefore do not report income from loans as operating income.

See Note 10 – Related Party Transactions for additional information.

Noncontrolling Interests in Consolidated Entities

Noncontrolling Interests in Consolidated Entities

We account for the noncontrolling interests in our Operating Partnership and the noncontrolling interests in SST VI Advisor and our Tenant Protection Programs joint ventures with SST VI, SSGT III, and SSGT II (prior to the SSGT II Merger on June 1, 2022) 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 partners, our Operating Partnership, including its wholly-owned subsidiaries, are consolidated with the Company and the limited partner interests are reflected as noncontrolling interests in the accompanying consolidated balance sheets. We also consolidate our interests in the SSGT III and SST VI Tenant Protection Programs and present the minority interests as noncontrolling interests in the accompanying consolidated balance sheets. The noncontrolling interests shall be attributed their share of income and losses, even if that attribution results in a deficit noncontrolling interests balance.
Use of Estimates

Use of Estimates

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

Cash and Cash Equivalents

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

We may maintain cash and cash equivalents in financial institutions in excess of insured limits. In an effort to mitigate this risk, we only invest in or through major financial institutions.

Restricted Cash

Restricted Cash

Restricted cash consists primarily of impound reserve accounts for property taxes, insurance and capital improvements in connection with the requirements of certain of our loan agreements.
Real Estate Purchase Price Allocation and Treatment of Acquisition Costs

Real Estate Purchase Price Allocation and Treatment of Acquisition Costs

We account for asset 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 as of the date of acquisition. 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. We engage independent third-party valuation specialists to assist in the determination of significant estimates and market-based assumptions used in the valuation models.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts. We also consider whether in-place, market leases represent an intangible asset. We recorded approximately $0.7 million and none in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2024 and 2023, 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 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.

Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2024 and 2023, our property acquisitions did not meet the definition of a business. To date, our acquisitions have generally not met the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) and because the acquisitions did 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, acquisition related transaction costs are capitalized rather than expensed.

During the three months ended June 30, 2024 and 2023, we expensed approximately $12,000 and $11,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

During the six months ended June 30, 2024 and 2023, we expensed approximately $82,000 and $42,000, respectively, of acquisition-related transaction costs that did not meet our capitalization policy during the respective periods.

Evaluation of Possible Impairment of Real Property Assets Evaluation of Possible Impairment of Real Property Assets Management monitors events and changes in circumstances that could indicate that the carrying amounts of our real property assets may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the real property 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 real property assets to the fair value and recognize an impairment loss. For the six months ended June 30, 2024 and 2023, no real property asset impairment losses were recognized.
Goodwill Valuation

Goodwill Valuation

We initially recorded goodwill as a result of the Self Administration Transaction (as defined in Note 10 – Related Party Transactions), which occurred in 2019. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible assets and other intangible assets acquired. Goodwill is allocated to various reporting units, as applicable, and is not amortized. We perform an annual qualitative impairment assessment as of December 31 for goodwill; between annual tests we evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be fully recoverable. If circumstances indicate the carrying amount may not be fully recoverable, we perform a quantitative analysis to compare the fair value of each reporting

unit to its respective carrying amount. If the carrying amount of goodwill exceeds its fair value, an impairment charge will be recognized.

See Note 10 – Related Party Transactions for additional information.
Trademarks

Trademarks

In connection with the Self Administration Transaction, we recorded the fair value associated with the two primary trademarks acquired therein.

Trademarks are based on the value of our brands. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, we would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, we avoid any such payments and record the related intangible fair value of our ownership of the brand name.

As of June 30, 2024 and December 31, 2023, $15.7 million was recorded related to the SmartStop® Self Storage trademark, which is an indefinite lived trademark. The “Strategic Storage®” trademark is a definite lived trademark, which was fully amortized as of June 30, 2024. As of December 31, 2023, approximately $71,000 was recorded to the “Strategic Storage®” trademark.

We qualitatively evaluate whether any triggering events or changes in circumstances have occurred in addition to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuation methods is adversely impacted, the impact could result in a material impairment charge in the future.
Revenue Recognition

Revenue Recognition

Self Storage Operations

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets, and contractually due but unpaid rent is included in other assets.

In accordance with ASC 842, we review the collectability of lease payments on an ongoing basis. We consider collectability indicators when analyzing accounts receivable and historical bad debt levels, including current economic trends, all of which assist in evaluating the probability of outstanding and future rental income collections.

Additionally, we earn ancillary revenue from fees we receive related to providing tenant insurance or tenant protection plans to customers at our properties through our Tenant Protection Programs, and to a lesser extent, through the sale of various moving and packing supplies such as locks and boxes. We recognize such revenue in the Ancillary operating revenue line within our consolidated statements of operations as the services are performed and as the goods or services are delivered.

Managed REIT Platform

We earn property management and asset management revenue, pursuant to the respective property management and advisory agreement contracts, in connection with providing services to the Managed REITs. We have determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for the property management services and asset management services are satisfied as the services are rendered. While we are compensated for our services on a monthly basis, these services represent a series of distinct daily services in accordance with ASC 606. Such revenue is recorded in the Managed REIT Platform revenue line within our consolidated statements of operations.

The Managed REITs’ advisory agreements also provide for reimbursement to us of our direct and indirect costs of providing administrative and management services to the Managed REITs. These reimbursements include costs incurred in relation to organization and offering services provided to the Managed REITs and the reimbursement of salaries, bonuses, and other expenses related to benefits paid to our employees while performing services for the Managed REITs. The Managed REITs’ property management agreements also provide reimbursement to us for the property manager’s costs of

managing the properties. Reimbursable costs include wages and salaries and other expenses that arise in operating, managing and maintaining the Managed REITs’ properties.

Under ASC 606, direct reimbursement of such costs does not represent a separate performance obligation from our obligation to perform property management and asset management services. The reimbursement income is considered variable consideration, and is recognized as the costs are incurred, subject to limitations on the Managed REIT Platform’s ability to incur offering costs or limitations imposed by the advisory agreements. We have elected to separately record such revenue in the Reimbursable costs from Managed REITs line within our consolidated statements of operations.

Additionally, we earn revenue in connection with our Tenant Protection Programs joint ventures with our Managed REITs. We also earn development and construction management revenue from services we provide in connection with the project design, coordination and oversight of development and certain capital improvement projects undertaken by the Managed REITs. We recognize such revenue in the Managed REIT Platform revenue line within our consolidated statements of operations as the services are performed or delivered. See Note 10 – Related Party Transactions, for additional information regarding revenue generated from our Managed REIT Platform.

Sponsor Funding Agreement

On November 1, 2023, SmartStop REIT Advisors, LLC, a subsidiary of our Operating Partnership, entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) with SST VI and Strategic Storage Operating Partnership VI, L.P. (“SST VI OP”) in connection with certain changes to the public offering of SST VI (see Note 10 – Related Party Transactions for additional information).

Pursuant to the Sponsor Funding Agreement, SmartStop, through a wholly-owned subsidiary, is required to fund the payment of the front-end sales load for the sale of SST VI’s class Y and class Z shares sold in its offering. In exchange, SmartStop receives a number of series C convertible units (“Series C Units”) in SST VI OP calculated as the dollar amount of such funding divided by the then-current offering price $9.30 through August 6, 2024 for such class Y and Z shares. The Series C Units shall automatically convert into class A units of SST VI OP on a one-to-one basis upon SST VI’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each class of SST VI shares of common stock, including the class Y shares and class Z shares, calculated net of the Series C Units to be converted. On August 7, 2024, SST VI declared an estimated net asset value per share of $10.00. Since the Series C Units that could be converted would result in the net asset value falling below $10.00 per share, none of the Series C Units we own were converted into class A units of SST VI OP, and our future purchases will be determined based on the current estimated net asset value at such time.

In accordance with ASC 606, the amount by which our funding exceeds the fair value of the Series C Units received is accounted for as a payment to a customer and is therefore recorded as a reduction to the transaction price for the services we provide to such customer. Each payment is initially included in the Other assets line-item in our consolidated balance sheet and subsequently recorded as a reduction of Managed REIT Platform revenues ratably over the remaining estimated life of our management contracts with SST VI. Below is a summary of the portion of sponsorship funding payments which exceeds the fair value of the Series C Units received, and is recorded pursuant to ASC 606 as described above (in thousands):

 

Balance as of December 31, 2022

 

$

 

Amounts incurred

 

 

3,527

 

Recorded sponsor funding reduction

 

 

(34

)

Balance as of December 31, 2023

 

$

3,493

 

Amounts incurred

 

$

644

 

Recorded sponsor funding reduction

 

 

(380

)

Balance as of June 30, 2024

 

$

3,757

 

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records this general allowance estimate based upon a review of the current status of accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of June 30, 2024 and December 31, 2023,

approximately $0.8 million and $0.9 million, respectively, were recorded to allowance for doubtful accounts and are included within other assets in the accompanying consolidated balance sheets.

Advertising Costs

Advertising Costs

Advertising costs are expensed in the period in which the cost is incurred and are included in property operating expenses and general and administrative lines within our consolidated statements of operations, depending on the nature of the expense.

We incurred advertising costs of approximately $1.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $0.5 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, within general and administrative.

We incurred advertising costs of approximately $2.7 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively, within property operating expenses, and approximately $1.0 million and $1.1 million for the six months ended June 30, 2024 and 2023, respectively, within general and administrative.

Real Estate Facilities

Real Estate Facilities

We capitalize costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.
Depreciation of Real Property Assets

Depreciation of Real Property Assets

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

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

 

Description

 

Standard Depreciable Life

Land

 

Not Depreciated

Buildings

 

30-40 years

Site Improvements

 

7-10 years

 

Depreciation of Personal Property Assets

Depreciation of Personal Property Assets

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

Intangible Assets

We have allocated a portion of our real estate purchase price to in-place lease intangibles, which amortize on a straight-line basis over the estimated future benefit period. Additionally, we have other contract related intangible assets. As of June 30, 2024, the gross amount of the intangible assets was approximately $81.1 million, and accumulated amortization was approximately $79.5 million. As of December 31, 2023, the gross amount of the intangible assets was approximately $80.7 million, and accumulated amortization was approximately $79.5 million. See Note 10 – Related Party Transactions for additional information.

The total estimated future amortization expense related to intangible assets for the years ending December 31, 2024, 2025, 2026, 2027, 2028, and thereafter is approximately $0.3 million, $0.4 million, $0.1 million, $0.1 million, $0.1 million, and $0.6 million thereafter, respectively. The weighted-average amortization period on our remaining intangible assets with a net book value of approximately $1.6 million was approximately 4.3 years as of June 30, 2024.

We evaluate whether any triggering events or changes in circumstances have occurred subsequent to our annual impairment test that would indicate an impairment condition may exist. If any change in circumstance or triggering event occurs, and results in a significant impact to our revenue and profitability projections, or any significant assumption in our valuations methods is adversely impacted, the impact could result in an impairment charge in the future.

Debt Issuance Costs

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the balance sheet as a deduction from debt; amounts incurred related to obtaining revolving debt are included in the debt issuance costs line on our consolidated balance sheet (see Note 5 - Debt). Debt issuance costs are amortized using the effective interest method.

As of June 30, 2024 the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $9.2 million and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $1.0 million. As of December 31, 2023, the gross amount of debt issuance costs related to our revolving credit facility totaled approximately $4.5 million, and accumulated amortization of debt issuance costs related to our revolving credit facility totaled approximately $4.1 million.

As of June 30, 2024, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $5.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $2.3 million. As of December 31, 2023, the gross amount allocated to debt issuance costs related to non-revolving debt totaled approximately $7.7 million and accumulated amortization of debt issuance costs related to non-revolving debt totaled approximately $3.4 million.
Foreign Currency Translation

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates, as of the reporting date. Revenues and expenses are translated at the average rates for the period. All adjustments related to amounts classified as long term net investments 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. Changes in investments not classified as long term are recorded in other income (expense) and represented a loss of approximately $0.3 million and a gain of approximately $3.1 million for the three months ended June 30, 2024 and 2023, respectively, and represented a loss of approximately $1.6 million and a gain of approximately $3.1 million for the six months ended June 30, 2024 and 2023, respectively.

Redeemable Common Stock

Redeemable Common Stock

We adopted a share redemption program (“SRP”) that enables stockholders to sell their shares to us in limited circumstances.

We have evaluated the terms of our SRP, and we classify amounts that are redeemable under the SRP as redeemable common stock in the accompanying consolidated balance sheets. The maximum amount of redeemable shares under our SRP is limited to the net proceeds from the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable 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 the accompanying 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. When we determine we have a mandatory obligation to repurchase shares under the SRP, we reclassify such obligations from temporary equity to a liability based upon their respective settlement values.

See Note 12 – Commitments and Contingencies for additional information on our SRP.
Accounting for Equity Awards

Accounting for Equity Awards

 

We issue equity based awards in two forms: (1) restricted stock awards consisting of shares of our common stock and (2) long-term incentive plan units of our Operating Partnership (“LTIP Units”), both of which may be issued subject to either time based vesting criteria or performance based vesting criteria restrictions. For time based awards granted which contain a graded vesting schedule, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For performance based awards, compensation cost is recognized over the requisite service period if and when we determine the performance condition is probable of being achieved. We record the cost of such equity based awards based on the grant date fair value, and have elected to record forfeitures as they occur.

Employee Benefit Plan

Employee Benefit Plan

 

The Company maintains its own retirement savings plan under Section 401(k) of the Internal Revenue Code, as amended (the "Code"), under which eligible employees can contribute up to 100% of their annual salary, subject to a statutory prescribed annual limit. For the three months ended June 30, 2024 and 2023, and for the six months ended June 30, 2024 and 2023, the Company made matching contributions to such plan of approximately $0.1 million and $0.1 million, and $0.3 million and $0.3 million, respectively, based on a company match of 100% on the first 4% of an employee’s compensation.
Fair Value Measurements

Fair Value Measurements

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

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access;
Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as interest rates and yield curves that are observable at commonly quoted intervals; and
Level 3 inputs are unobservable inputs for the assets or liabilities that are typically based on an entity’s own assumptions as there is little, if any, related market activity.

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

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

Financial and non-financial assets and liabilities measured at fair value on a non-recurring basis in our consolidated financial statements consist of real estate and related liabilities assumed related to our acquisitions along with the assets and liabilities described in Note 3 – Real Estate Facilities. 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) market approach, which considers comparable sales activity. Additionally, certain such assets and liabilities are required to be fair valued periodically or valued pursuant to ongoing fair value requirements and impairment analyses and have been valued subsequently utilizing the same techniques noted above. 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 Series C Units (categorized within Level 3 of the fair value hierarchy) acquired in connection with the Sponsor Funding Agreement are measured at fair value at the time of acquisition, and are accounted for using the equity method of accounting as described in Note 10 – Related Party Transactions. The fair value of these units were determined upon purchase using a valuation model which considered the following key assumptions: the projected distribution rate of SST VI, implied share price volatility, risk free interest rate, current estimated net asset value, and the estimated effective life of the Series C Units.

The carrying amounts of cash and cash equivalents, restricted cash, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value (categorized within Level 1 of the fair value hierarchy).

The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate debt 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 (categorized within Level 2 of the fair value hierarchy). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. As of June 30, 2024 and December 31, 2023, we believe the fair value of our variable rate debt was reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. The table below summarizes the carrying amounts and fair values of our fixed rate debt which are not carried at fair value as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

Fixed Rate Secured Debt

 

$

490,000

 

 

$

519,183

 

 

$

505,700

 

 

$

523,019

 

 

During the six months ended June 30, 2024 and 2023, we held interest rate cash flow hedges and foreign currency net investment hedges to hedge our interest rate and foreign currency exposure (See Notes 5 – Debt and 7 – Derivative Instruments). The fair value analyses of these instruments reflect the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities, as applicable. The fair value of interest rate swap and cap agreements are determined using widely accepted valuation techniques, including discounted cash flow analyses on the expected cash flows of the instruments. Our fair values of our net investment hedges are based primarily on the change in the spot rate at the end of the period as compared with the strike price at inception.

To comply with GAAP, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of non-performance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we had determined that the majority of the inputs used to value our derivatives were within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilized Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and our counterparties. However, through June 30, 2024, we had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

 

 

 

Fair Value Measurements at June 30, 2024

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

1,023

 

 

$

 

Accounts payable and accrued
   liabilities - interest rate derivatives

 

$

 

 

$

1,527

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

355

 

 

$

 

 

 

 

 

Fair Value Measurements at December 31, 2023

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

3,485

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

985

 

 

$

 

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

We record all derivatives on our balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting.

For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss). The ineffective portion of the change in fair value of the derivatives is recognized in Other, net, within our consolidated statements of operations. Amounts are reclassified out of other comprehensive (loss) income (“OCI”) into earnings (loss) when the hedged net investment is either sold or substantially liquidated.
Income Taxes

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Code, commencing with our taxable year ended December 31, 2014. 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 taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not equal net income as calculated in accordance with GAAP).

For income tax purposes, distributions to common stockholders are characterized as ordinary dividends, capital gain dividends, or as nontaxable distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a non-taxable return of capital, reducing the tax basis in each U.S. stockholder’s shares, and the amount of each distribution in excess of a U.S. stockholder’s tax basis in its shares will be taxable as gain realized from the sale of its shares.

As a REIT, we generally will not be subject to U.S. 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 U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. 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 U.S. federal income tax purposes.

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

We filed an election to treat our primary taxable REIT subsidiary (“TRS”) as a taxable REIT subsidiary effective January 1, 2014. In general, our TRS performs additional services for our customers and provides the advisory and property management services to the Managed REITs and otherwise generally engages in non-real estate related business. The TRS is subject to corporate federal and state income tax.

We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.

Uncertain tax positions may arise where tax laws may allow for alternative interpretations or where the timing of recognition of income is subject to judgment. Under ASC Topic 740, tax positions are evaluated for recognition using a more–likely–than–not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of June 30, 2024 and December 31, 2023, the Company had no uncertain tax positions. Income taxes payable are classified within accounts payable and accrued liabilities in the consolidated balance sheets. The tax years 2019-2022 remain open to examination by the major taxing jurisdictions to which we are subject.
 

Concentration

Concentration

No single self storage customer represents a significant concentration of our revenues. For the month of June 2024, approximately 22%, 20%, and 10% of our rental income was concentrated in Florida, California, and the Greater Toronto Area of Canada, respectively. Our properties within the aforementioned geographic areas are dispersed therein, operating in multiple different regions and sub-markets.
Segment Reporting

Segment Reporting

Our business is composed of two reportable segments: (i) self storage operations and (ii) the Managed REIT Platform business. Please see Note 9 – Segment Disclosures for additional detail.

Convertible Preferred Stock

Convertible Preferred Stock

We classify our Series A Convertible Preferred Stock (as defined in Note 6 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480-10-S99. Our Series A Convertible Preferred Stock can be redeemed by us on or after the fifth anniversary of its issuance (October 29, 2024), or if certain events occur, such as the listing of our common stock on a national securities exchange, a change in control, or if a redemption would be required to maintain our REIT

status. Additionally, if we do not maintain our REIT status the holder can require redemption. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series A Convertible Preferred Stock as temporary equity.

We have analyzed whether the conversion features in our Series A Convertible Preferred Stock should be bifurcated under the guidance in ASC 815-10 and have determined that bifurcation is not necessary.

Per Share Data

Per Share Data

Basic earnings per share attributable to our common stockholders for all periods presented are computed by dividing net income (loss) attributable to our common stockholders by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock.

Diluted earnings per share is computed by including the dilutive effect of the conversion of all potential common stock equivalents (which includes unvested restricted stock, Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, and unvested LTIP Units) and accordingly, as applicable, adjusting net income to add back any changes in earnings that reduce earnings per common share in the period associated with the potential common stock equivalents.

 

The computation of earnings per common share is as follows for the periods presented (amounts presented in thousands, except share and per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(705

)

 

$

4,279

 

 

$

(2,344

)

 

$

6,312

 

Net (income) loss attributable to
   noncontrolling interests

 

 

(8

)

 

 

(770

)

 

 

91

 

 

 

(1,110

)

Net income (loss) attributable to
   SmartStop Self Storage REIT, Inc.

 

 

(713

)

 

 

3,509

 

 

 

(2,253

)

 

 

5,202

 

   Less: Distributions to preferred
      stockholders

 

 

(3,108

)

 

 

(3,116

)

 

 

(6,216

)

 

 

(6,199

)

   Less: Distributions to participating
      securities

 

 

(112

)

 

 

(91

)

 

 

(227

)

 

 

(183

)

Net (loss) income attributable to
   common stockholders - basic:

 

 

(3,933

)

 

 

302

 

 

 

(8,696

)

 

 

(1,180

)

Net (loss) income attributable to
   common stockholders - diluted:

 

$

(3,933

)

 

$

302

 

 

$

(8,696

)

 

$

(1,180

)

Weighted average common shares
       outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

      Average number of common shares
          outstanding- basic

 

 

96,775,724

 

 

 

96,815,006

 

 

 

96,803,814

 

 

 

96,817,849

 

     Unvested LTIP Units

 

 

 

 

 

359,233

 

 

 

 

 

 

 

     Unvested restricted stock awards

 

 

 

 

 

77,596

 

 

 

 

 

 

 

      Average number of common shares
          outstanding - diluted

 

 

96,775,724

 

 

 

97,251,835

 

 

 

96,803,814

 

 

 

96,817,849

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

    Diluted

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

 

 

 

The following table presents the weighted average Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, unvested LTIP Units, and unvested restricted stock awards, that were excluded from the computation of diluted earnings per share above as their effect would have been antidilutive for the respective periods, and was calculated using the two-class, treasury stock or if-converted method, as applicable:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

     Series A Convertible Preferred Stock

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

     Class A and Class A-1 OP Units

 

 

13,229,294

 

 

 

12,854,553

 

 

 

13,178,846

 

 

 

12,779,356

 

     Unvested LTIP Units

 

 

340,791

 

 

 

 

 

 

332,735

 

 

 

348,082

 

     Unvested restricted stock awards

 

 

23,420

 

 

 

 

 

 

18,417

 

 

 

80,021

 

 

 

 

32,355,231

 

 

 

31,616,279

 

 

 

32,291,724

 

 

 

31,969,185

 

 

Recently Issued Accounting Guidance

Recently Issued Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280).” The guidance in ASU 2023-07 was issued to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendment becomes effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” The guidance in ASU 2023-09 was issued to provide investors with information to better assess how an entity’s operations and related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendment becomes effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact upon adoption of the new standard on its consolidated financial statements and related disclosures.

XML 31 R24.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Summary of Sponsorship Funding Payments Below is a summary of the portion of sponsorship funding payments which exceeds the fair value of the Series C Units received, and is recorded pursuant to ASC 606 as described above (in thousands):

 

Balance as of December 31, 2022

 

$

 

Amounts incurred

 

 

3,527

 

Recorded sponsor funding reduction

 

 

(34

)

Balance as of December 31, 2023

 

$

3,493

 

Amounts incurred

 

$

644

 

Recorded sponsor funding reduction

 

 

(380

)

Balance as of June 30, 2024

 

$

3,757

 

Estimated Useful Lives used to Depreciate Real Property Assets

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

 

Description

 

Standard Depreciable Life

Land

 

Not Depreciated

Buildings

 

30-40 years

Site Improvements

 

7-10 years

 

Summary of Fixed Rate Notes Payable

The estimated fair value of financial instruments is subjective in nature and is dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate debt 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 (categorized within Level 2 of the fair value hierarchy). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. As of June 30, 2024 and December 31, 2023, we believe the fair value of our variable rate debt was reasonably estimated at their notional amounts as there have been minimal changes to the fixed spread portion of interest rates for similar loans observed in the market, and as the variable portion of our interest rates fluctuate with the associated market indices. The table below summarizes the carrying amounts and fair values of our fixed rate debt which are not carried at fair value as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

Fixed Rate Secured Debt

 

$

490,000

 

 

$

519,183

 

 

$

505,700

 

 

$

523,019

 

Schedule of Assets and Liabilities Measured at Fair Value

The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

 

 

 

Fair Value Measurements at June 30, 2024

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

1,023

 

 

$

 

Accounts payable and accrued
   liabilities - interest rate derivatives

 

$

 

 

$

1,527

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

355

 

 

$

 

 

 

 

 

Fair Value Measurements at December 31, 2023

 

Description

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant unobservable Inputs
(Level 3)

 

Other assets - interest rate derivatives

 

$

 

 

$

3,485

 

 

$

 

Accounts payable and accrued
   liabilities - foreign currency hedges

 

$

 

 

$

985

 

 

$

 

Schedule of Computation of Earnings Per Common Share

The computation of earnings per common share is as follows for the periods presented (amounts presented in thousands, except share and per share data):

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

$

(705

)

 

$

4,279

 

 

$

(2,344

)

 

$

6,312

 

Net (income) loss attributable to
   noncontrolling interests

 

 

(8

)

 

 

(770

)

 

 

91

 

 

 

(1,110

)

Net income (loss) attributable to
   SmartStop Self Storage REIT, Inc.

 

 

(713

)

 

 

3,509

 

 

 

(2,253

)

 

 

5,202

 

   Less: Distributions to preferred
      stockholders

 

 

(3,108

)

 

 

(3,116

)

 

 

(6,216

)

 

 

(6,199

)

   Less: Distributions to participating
      securities

 

 

(112

)

 

 

(91

)

 

 

(227

)

 

 

(183

)

Net (loss) income attributable to
   common stockholders - basic:

 

 

(3,933

)

 

 

302

 

 

 

(8,696

)

 

 

(1,180

)

Net (loss) income attributable to
   common stockholders - diluted:

 

$

(3,933

)

 

$

302

 

 

$

(8,696

)

 

$

(1,180

)

Weighted average common shares
       outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

      Average number of common shares
          outstanding- basic

 

 

96,775,724

 

 

 

96,815,006

 

 

 

96,803,814

 

 

 

96,817,849

 

     Unvested LTIP Units

 

 

 

 

 

359,233

 

 

 

 

 

 

 

     Unvested restricted stock awards

 

 

 

 

 

77,596

 

 

 

 

 

 

 

      Average number of common shares
          outstanding - diluted

 

 

96,775,724

 

 

 

97,251,835

 

 

 

96,803,814

 

 

 

96,817,849

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

    Diluted

 

$

(0.04

)

 

$

0.00

 

 

$

(0.09

)

 

$

(0.01

)

Summary of Antidilutive Shares Excluded from Computation of Earnings per Share

The following table presents the weighted average Series A Convertible Preferred Stock, Class A and Class A-1 OP Units, unvested LTIP Units, and unvested restricted stock awards, that were excluded from the computation of diluted earnings per share above as their effect would have been antidilutive for the respective periods, and was calculated using the two-class, treasury stock or if-converted method, as applicable:

 

 

 

For the Three Months Ended
June 30,

 

 

For the Six Months Ended
June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

 

Equivalent Shares
(if converted)

 

     Series A Convertible Preferred Stock

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

 

 

18,761,726

 

     Class A and Class A-1 OP Units

 

 

13,229,294

 

 

 

12,854,553

 

 

 

13,178,846

 

 

 

12,779,356

 

     Unvested LTIP Units

 

 

340,791

 

 

 

 

 

 

332,735

 

 

 

348,082

 

     Unvested restricted stock awards

 

 

23,420

 

 

 

 

 

 

18,417

 

 

 

80,021

 

 

 

 

32,355,231

 

 

 

31,616,279

 

 

 

32,291,724

 

 

 

31,969,185

 

XML 32 R25.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Real Estate (Tables)
6 Months Ended
Jun. 30, 2024
Summary of Activity in Real Estate Facilities The following summarizes the activity in real estate during the three months ended June 30, 2024 (in thousands):

 

Real estate

 

 

 

Balance at December 31, 2023

 

$

1,924,746

 

Impact of foreign exchange rate
   changes and other

 

 

(6,950

)

Improvements and additions

 

 

2,743

 

Acquisitions

 

 

9,841

 

Balance at June 30, 2024

 

$

1,930,380

 

Accumulated depreciation

 

 

 

Balance at December 31, 2023

 

$

(255,844

)

Depreciation expense

 

 

(26,663

)

Impact of foreign exchange rate
   changes and other

 

 

1,022

 

Balance at June 30, 2024

 

$

(281,485

)

 

Summary of Purchase Price Allocation for Acquisitions

The following table summarizes our purchase price allocation for our acquisitions during the six months ended June 30, 2024 (in thousands):

 

Acquisition

 

Acquisition
Date

 

Real Estate
Assets

 

 

Intangibles

 

 

Total(1)

 

 

2024
Revenue
(2)

 

 

2024
Net
Operating
Income
(2)(3)

 

 

Colorado Springs II

 

4/10/2024

 

 

9,841

 

 

 

675

 

 

 

10,516

 

 

 

209

 

 

 

132

 

 

 

 

 

 

$

9,841

 

 

$

675

 

 

$

10,516

 

 

$

209

 

 

$

132

 

 

 

(1) The allocation noted above is based on a determination of the relative fair value of the total consideration provided and represents the amount paid including capitalized acquisition costs.

(2) The operating results of the self storage property acquired have been included in our consolidated statements of operations since its acquisition date.

(3) Net operating income excludes corporate general and administrative expenses, interest expenses, depreciation, amortization and acquisition related expenses.

XML 33 R26.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Investments in Unconsolidated Real Estate Ventures (Tables)
6 Months Ended
Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Summary of Investments in Unconsolidated Real Estate Ventures

The following table summarizes our 50% ownership interests in investments in unconsolidated real estate ventures in Canada (the “JV Properties”) (in thousands):

 

JV Property

 

Date Real Estate Venture Became Operational

 

Carrying Value
of Investment as of
June 30, 2024

 

 

Carrying Value
of Investment as of
December 31, 2023

 

Dupont (1)(6)

 

October 2019

 

$

3,731

 

 

$

3,975

 

East York (2)(6)

 

June 2020

 

 

5,545

 

 

 

5,663

 

Brampton (2)(6)

 

November 2020

 

 

1,936

 

 

 

1,975

 

Vaughan (2)(6)

 

January 2021

 

 

2,198

 

 

 

2,297

 

Oshawa (2)(6)

 

August 2021

 

 

1,250

 

 

 

1,275

 

Scarborough (2)(5)

 

November 2021

 

 

2,312

 

 

 

2,343

 

Aurora (1)(5)

 

December 2022

 

 

2,195

 

 

 

2,481

 

Kingspoint (2)(5)

 

March 2023

 

 

3,616

 

 

 

3,947

 

Whitby (4)

 

January 2024

 

 

8,205

 

 

 

7,076

 

Markham (1)(5)

 

May 2024

 

 

2,788

 

 

 

2,064

 

Regent (3)

 

Under Development

 

 

2,666

 

 

 

2,736

 

 

 

 

 

$

36,442

 

 

$

35,832

 

 

(1)
These joint venture properties were acquired through the SSGT II Merger, which closed on June 1, 2022.
(2)
These joint venture properties were acquired through the SST IV Merger, which closed on March 17, 2021.
(3)
This property is currently leased as a single tenant industrial lease. The joint venture plans to develop this property into a self storage facility in the future.
(4)
This property was acquired on January 12, 2023 in connection with a purchase agreement assumed in the SSGT II Merger.
(5)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the SmartCentres Financings (defined below). On July 17, 2024, the Kingspoint, Scarborough, and Aurora joint ventures closed on a $46.0 million CAD term loan with Royal Bank of Canada, the proceeds of which were used to pay off the outstanding mortgages with SmartCentres for such joint ventures. The Markham property remains encumbered by a first mortgage pursuant to the SmartCentres Financings. See Note 14 – Subsequent Events of the Notes to the Consolidated Financial Statements for additional information.
(6)
As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan (defined below).
XML 34 R27.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Summarized Real Estate Secured Debt

Our debt is summarized as follows (in thousands):

Loan

 

June 30,
2024

 

 

December 31,
2023

 

 

Interest
Rate

 

 

Maturity
Date

KeyBank CMBS Loan(1)

 

$

90,150

 

 

$

91,042

 

 

 

3.89

%

 

8/1/2026

Ladera Office Loan

 

 

3,785

 

 

 

3,833

 

 

 

4.29

%

 

11/1/2026

2024 Credit Facility

 

 

536,381

 

 

 

 

 

 

7.28

%

 

2/22/2027

2027 NBC Loan (6) (7)

 

 

54,477

 

 

 

 

 

 

7.28

%

 

3/7/2027

KeyBank Florida CMBS Loan(2)

 

 

50,338

 

 

 

50,751

 

 

 

4.65

%

 

5/1/2027

2028 Canadian Term Loan (6)(8)

 

 

80,410

 

 

 

82,973

 

 

 

6.41

%

 

12/1/2028

CMBS Loan(3)

 

 

104,000

 

 

 

104,000

 

 

 

5.00

%

 

2/1/2029

SST IV CMBS Loan (4)

 

 

40,500

 

 

 

40,500

 

 

 

3.56

%

 

2/1/2030

2032 Private Placement Notes (5)

 

 

150,000

 

 

 

150,000

 

 

 

5.28

%

 

4/19/2032

Credit Facility Term Loan - USD

 

 

 

 

 

250,000

 

 

 

 

 

 

Credit Facility Revolver - USD

 

 

 

 

 

318,688

 

 

 

 

 

 

Discount on secured debt, net

 

 

 

 

 

(80

)

 

 

 

 

 

Debt issuance costs, net

 

 

(3,427

)

 

 

(4,306

)

 

 

 

 

 

Total debt

 

$

1,106,614

 

 

$

1,087,401

 

 

 

 

 

 

 

(1)
This fixed rate loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II) with monthly interest only payments until September 2021, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(2)
This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
(3)
This fixed rate, interest only loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, and Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts.
(4)
On March 17, 2021, in connection with the SST IV Merger, we assumed a $40.5 million fixed rate CMBS financing with KeyBank as the initial lender pursuant to a mortgage loan (the “SST IV CMBS Loan”). This fixed rate loan encumbers seven properties owned by us (Jensen Beach, Texas City, Riverside, Las Vegas IV, Puyallup, Las Vegas V, and Plant City). The separate assets of these encumbered properties are not available to pay our other debt. The loan has a maturity date of February 1, 2030. Monthly payments due under the loan agreement (the “SST IV CMBS Loan Agreement”) are interest only, with the full principal amount becoming due and payable on the maturity date.
(5)
As of March 31, 2023, a Total Leverage Ratio Event (as defined below) had occurred, and the interest rate on such Note increased to 5.28% prospectively. For additional information regarding this loan, see 2032 Private Placement Notes below.
(6)
The amounts shown above are in USD based on the foreign exchange rate in effect as of the date presented.
(7)
This loan incurs interest at an all in rate of CORRA (as defined further below under the section entitled "2027 NBC Loan"), plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%. The effective interest rate on this loan is 6.42% when factoring the effects of a CORRA Swap which we entered into with the National Bank of Canada for the initial term of the loan. The Dufferin, Oakville II, Burlington II, Iroquois Shore Rd, and Stoney Creek I properties are encumbered by this loan. See Note 7 – Derivative Instruments for additional information.
On November 16, 2023, we, through eight of our wholly-owned Canadian subsidiaries entered into a term loan (the "2028 Canadian Term Loan") with affiliates of QuadReal Finance LP, receiving net proceeds of $110.0 million CAD on such date. The 2028 Canadian Term Loan is secured by eight Canadian properties, has a maturity date of December 1, 2028, and carries a fixed interest rate for the term of the loan of 6.41%. The first two years of the Canadian Term Loan are interest only, after which it requires monthly amortizing payments based on a 25-year amortization schedule.
Future Principal Payment Requirements on Outstanding Debt

The following table presents the future principal payments required on outstanding debt as of June 30, 2024 (in thousands):

 

2024

 

$

1,825

 

2025

 

 

3,935

 

2026

 

 

94,304

 

2027

 

 

637,979

 

2028

 

 

77,498

 

2029 and thereafter

 

 

294,500

 

Total payments

 

 

1,110,041

 

Debt issuance costs, net

 

 

(3,427

)

Total

 

$

1,106,614

 

XML 35 R28.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments (Tables)
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Summary of Derivative Financial Instruments

The following table summarizes the terms of our derivative financial instruments as of June 30, 2024 (in thousands):

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap (1)

 

$

100,000

 

 

 

1.50

%

 

May 1, 2024

 

May 1, 2025

SOFR Cap (1)

 

$

100,000

 

 

 

2.00

%

 

July 1, 2024

 

July 1, 2025

SOFR Cap (2)

 

$

200,000

 

 

 

5.50

%

 

December 2, 2024

 

December 1, 2026

CORRA Swap (3)

 

$

74,524

 

 

 

3.93

%

 

March 12, 2024

 

March 7, 2027

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (3)

 

$

136,746

 

 

 

1.3648

 

 

April 12, 2024

 

April 11, 2025

 

 

(1)
We deferred payment on this SOFR cap until its maturity.
(2)
We deferred payment on this SOFR cap until January 2, 2025, at which point, monthly payments will become due on the first of each month until the date of its maturity.
(3)
Notional amounts shown are denominated in CAD.


 

The following table summarizes the terms of our derivative financial instruments as of December 31, 2023 (in thousands):

 

 

 

Notional
Amount

 

 

Strike

 

 

Effective Date or
Date Assumed

 

Maturity Date

Interest Rate Derivatives:

 

 

 

 

 

 

 

 

 

 

SOFR Cap

 

$

125,000

 

 

 

2.00

%

 

June 1, 2022

 

June 28, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 1, 2025

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

SOFR Cap

 

$

100,000

 

 

 

4.75

%

 

December 1, 2022

 

December 2, 2024

Foreign Currency Forwards:

 

 

 

 

 

 

 

 

 

 

Denominated in CAD (1)

 

$

132,350

 

 

 

1.3273

 

 

July 5, 2023

 

April 12, 2024

Denominated in CAD (1)

 

$

30,000

 

 

 

1.3782

 

 

November 16, 2023

 

January 16, 2024

(1)
Notional amount shown is denominated in CAD.
Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets

The following table presents a gross presentation of the fair value of our derivative financial instruments as well as their classification on our consolidated balance sheets as of June 30, 2024 and December 31, 2023 (in thousands):

 

 

 

Asset/Liability Derivatives

 

 

 

Fair Value

 

Balance Sheet Location

 

June 30,
2024

 

 

December 31,
2023

 

Interest Rate Derivatives

 

 

 

 

 

 

Other assets

 

$

1,023

 

 

$

3,485

 

Accounts payable and accrued liabilities (1)

 

$

1,527

 

 

$

 

Foreign Currency Hedges

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

355

 

 

$

985

 

 

(1) Included herein is the value of certain SOFR interest rate caps, net of approximately $8.2 million in deferred payments, as well as the fair value of our CORRA swap.

Summary of Effect of Derivative Financial Instruments designated for hedge accounting, on Consolidated Statements of Operations

The following tables presents the effect of our derivative financial instruments designated for hedge accounting on our consolidated statements of operations for the periods presented (in thousands):

 

 

 

Gain (loss) recognized in OCI
for the three months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the three months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

12

 

 

$

 

 

Interest expense

 

$

143

 

 

$

5

 

Interest Rate Caps

 

167

 

 

 

1,897

 

 

Interest expense

 

 

844

 

 

 

1,342

 

Foreign Currency Forwards

 

504

 

 

 

(962

)

 

N/A

 

 

 

 

 

 

 

$

683

 

 

$

935

 

 

 

 

$

987

 

 

$

1,347

 

 

 

Gain (loss) recognized in OCI
for the six months
ended June 30,

 

 

Location of amounts reclassified from OCI into income

 

Gain (loss) reclassified from
OCI for the six months
ended June 30,

 

Type

2024

 

 

2023

 

 

 

 

2024

 

 

2023

 

Interest Rate Swaps

$

(48

)

 

$

 

 

Interest expense

 

$

184

 

 

$

51

 

Interest Rate Caps

 

635

 

 

 

1,371

 

 

Interest expense

 

 

1,717

 

 

 

2,263

 

Foreign Currency Forwards

 

1,860

 

 

 

(1,054

)

 

N/A

 

 

 

 

 

 

 

$

2,447

 

 

$

317

 

 

 

 

$

1,901

 

 

$

2,314

 

 

XML 36 R29.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Summary of the Company's Income Tax Expense (Benefit)

The following is a summary of our income tax expense (benefit) for the three and six months ended June 30, 2024 and 2023 (in thousands):


 

 

 

For the three months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

9

 

 

$

184

 

 

$

193

 

Deferred

 

 

56

 

 

 

1

 

 

 

97

 

 

 

154

 

Total income tax expense (benefit)

 

$

56

 

 

$

10

 

 

$

281

 

 

$

347

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

41

 

 

$

8

 

 

$

122

 

 

$

171

 

Deferred

 

 

(3

)

 

 

(1

)

 

 

(301

)

 

 

(305

)

Total income tax expense (benefit)

 

$

38

 

 

$

7

 

 

$

(179

)

 

$

(134

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2024

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

 

 

$

18

 

 

$

299

 

 

$

317

 

Deferred

 

 

125

 

 

 

3

 

 

 

244

 

 

 

372

 

Total income tax expense (benefit)

 

$

125

 

 

$

21

 

 

$

543

 

 

$

689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2023

 

 

 

Federal

 

 

State

 

 

Canadian

 

 

Total

 

Current

 

$

93

 

 

$

18

 

 

$

217

 

 

$

328

 

Deferred

 

 

(5

)

 

 

(1

)

 

 

(179

)

 

 

(185

)

Total income tax expense (benefit)

 

$

88

 

 

$

17

 

 

$

38

 

 

$

143

 

 

Schedule of Deferred Tax Assets and Liabilities

The major sources of temporary differences that give rise to the deferred tax effects are shown below (in thousands):

 

 

 

June 30,
2024

 

 

December 31,
2023

 

Deferred tax liabilities:

 

 

 

 

 

 

Intangible contract assets

 

$

(12

)

 

$

(18

)

Canadian real estate

 

 

(9,583

)

 

 

(9,887

)

Total deferred tax liability

 

 

(9,595

)

 

 

(9,905

)

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

Solar related tax assets

 

 

1,641

 

 

 

1,267

 

Canadian real estate and non-capital losses

 

 

7,494

 

 

 

7,561

 

Total deferred tax assets

 

 

9,135

 

 

 

8,828

 

 

 

 

 

 

 

Valuation allowance

 

 

(1,056

)

 

 

(667

)

 

 

 

 

 

 

Net deferred tax liabilities

 

$

(1,516

)

 

$

(1,744

)

XML 37 R30.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Summary of Reportable Segments

The following tables summarize information for the reportable segments for the periods presented (in thousands):

 

 

 

Three Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

52,660

 

 

$

 

 

$

 

 

$

52,660

 

Ancillary operating revenue

 

 

2,324

 

 

 

 

 

 

 

 

 

2,324

 

Managed REIT Platform revenue

 

 

 

 

 

2,670

 

 

 

 

 

 

2,670

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

Total revenues

 

 

54,984

 

 

 

4,179

 

 

 

 

 

 

59,163

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

17,695

 

 

 

 

 

 

 

 

 

17,695

 

Managed REIT Platform expense

 

 

 

 

 

648

 

 

 

 

 

 

648

 

Reimbursable costs from Managed REITs

 

 

 

 

 

1,509

 

 

 

 

 

 

1,509

 

General and administrative

 

 

 

 

 

 

 

 

7,813

 

 

 

7,813

 

Depreciation

 

 

13,402

 

 

 

 

 

 

234

 

 

 

13,636

 

Intangible amortization expense

 

 

124

 

 

 

49

 

 

 

 

 

 

173

 

Acquisition expenses

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Total operating expenses

 

 

31,233

 

 

 

2,206

 

 

 

8,047

 

 

 

41,486

 

Income (loss) from operations

 

 

23,751

 

 

 

1,973

 

 

 

(8,047

)

 

 

17,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(359

)

 

 

(359

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(257

)

 

 

 

 

 

(257

)

Other, net

 

 

(760

)

 

 

406

 

 

 

229

 

 

 

(125

)

Interest expense

 

 

(17,253

)

 

 

 

 

 

(41

)

 

 

(17,294

)

Income tax (expense) benefit

 

 

(251

)

 

 

(81

)

 

 

(15

)

 

 

(347

)

Net income (loss)

 

$

5,487

 

 

$

2,041

 

 

$

(8,233

)

 

$

(705

)

 

 

 

Three Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

51,678

 

 

$

 

 

$

 

 

$

51,678

 

Ancillary operating revenue

 

 

2,180

 

 

 

 

 

 

 

 

 

2,180

 

Managed REIT Platform revenue

 

 

 

 

 

4,320

 

 

 

 

 

 

4,320

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

Total revenues

 

 

53,858

 

 

 

5,732

 

 

 

 

 

 

59,590

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

16,483

 

 

 

 

 

 

 

 

 

16,483

 

Managed REIT Platform expense

 

 

 

 

 

681

 

 

 

 

 

 

681

 

Reimbursable costs from
    Managed REITs

 

 

 

 

 

1,412

 

 

 

 

 

 

1,412

 

General and administrative

 

 

 

 

 

 

 

 

7,182

 

 

 

7,182

 

Depreciation

 

 

13,143

 

 

 

 

 

 

233

 

 

 

13,376

 

Intangible amortization expense

 

 

1,787

 

 

 

49

 

 

 

 

 

 

1,836

 

Acquisition expenses

 

 

11

 

 

 

 

 

 

 

 

 

11

 

Total operating expenses

 

 

31,424

 

 

 

2,142

 

 

 

7,415

 

 

 

40,981

 

Income (loss) from operations

 

 

22,434

 

 

 

3,590

 

 

 

(7,415

)

 

 

18,609

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(536

)

 

 

(536

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(216

)

 

 

 

 

 

(216

)

Other, net

 

 

505

 

 

 

696

 

 

 

(8

)

 

 

1,193

 

Interest expense

 

 

(14,863

)

 

 

 

 

 

(42

)

 

 

(14,905

)

Income tax (expense) benefit

 

 

(188

)

 

 

(44

)

 

 

366

 

 

 

134

 

Net income (loss)

 

$

7,888

 

 

$

4,026

 

 

$

(7,635

)

 

$

4,279

 

 

 

 

 

 

 

Six Months Ended June 30, 2024

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

103,129

 

 

$

 

 

$

 

 

$

103,129

 

Ancillary operating revenue

 

 

4,516

 

 

 

 

 

 

 

 

 

4,516

 

Managed REIT Platform revenue

 

 

 

 

 

5,405

 

 

 

 

 

 

5,405

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

Total revenues

 

 

107,645

 

 

 

8,560

 

 

 

 

 

 

116,205

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

35,085

 

 

 

 

 

 

 

 

 

35,085

 

Managed REIT Platform expense

 

 

 

 

 

1,500

 

 

 

 

 

 

1,500

 

Reimbursable costs from Managed REITs

 

 

 

 

 

3,155

 

 

 

 

 

 

3,155

 

General and administrative

 

 

 

 

 

 

 

 

15,240

 

 

 

15,240

 

Depreciation

 

 

26,756

 

 

 

 

 

 

465

 

 

 

27,221

 

Intangible amortization expense

 

 

148

 

 

 

97

 

 

 

 

 

 

245

 

Acquisition expenses

 

 

82

 

 

 

 

 

 

 

 

 

82

 

Total operating expenses

 

 

62,071

 

 

 

4,752

 

 

 

15,705

 

 

 

82,528

 

Income (loss) from operations

 

 

45,574

 

 

 

3,808

 

 

 

(15,705

)

 

 

33,677

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(688

)

 

 

(688

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(709

)

 

 

 

 

 

(709

)

Other, net

 

 

(772

)

 

 

1,209

 

 

 

(53

)

 

 

384

 

Interest expense

 

 

(33,765

)

 

 

 

 

 

(83

)

 

 

(33,848

)

Loss on debt extinguishment

 

 

(471

)

 

 

 

 

 

 

 

 

(471

)

Income tax (expense) benefit

 

 

(530

)

 

 

(135

)

 

 

(24

)

 

 

(689

)

Net income (loss)

 

$

10,036

 

 

$

4,173

 

 

$

(16,553

)

 

$

(2,344

)

 

 

 

Six Months Ended June 30, 2023

 

 

 

 

 

 

Managed REIT

 

 

Corporate

 

 

 

 

 

 

Self Storage

 

 

Platform

 

 

and Other

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

102,955

 

 

$

 

 

$

 

 

$

102,955

 

Ancillary operating revenue

 

 

4,371

 

 

 

 

 

 

 

 

 

4,371

 

Managed REIT Platform revenue

 

 

 

 

 

6,597

 

 

 

 

 

 

6,597

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

Total revenues

 

 

107,326

 

 

 

9,400

 

 

 

 

 

 

116,726

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

33,016

 

 

 

 

 

 

 

 

 

33,016

 

Managed REIT Platform expense

 

 

 

 

 

1,231

 

 

 

 

 

 

1,231

 

Reimbursable costs from
   Managed REITs

 

 

 

 

 

2,803

 

 

 

 

 

 

2,803

 

General and administrative

 

 

 

 

 

 

 

 

13,719

 

 

 

13,719

 

Depreciation

 

 

26,229

 

 

 

 

 

 

419

 

 

 

26,648

 

Intangible amortization expense

 

 

3,658

 

 

 

98

 

 

 

 

 

 

3,756

 

Acquisition expenses

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Total operating expenses

 

 

62,945

 

 

 

4,132

 

 

 

14,138

 

 

 

81,215

 

Income (loss) from operations

 

 

44,381

 

 

 

5,268

 

 

 

(14,138

)

 

 

35,511

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings (losses) from
   investments in JV Properties

 

 

 

 

 

 

 

 

(941

)

 

 

(941

)

Equity in earnings (losses) from
   investments in Managed REITs

 

 

 

 

 

(450

)

 

 

 

 

 

(450

)

Other, net

 

 

221

 

 

 

1,839

 

 

 

(117

)

 

 

1,943

 

Interest expense

 

 

(29,524

)

 

 

 

 

 

(84

)

 

 

(29,608

)

Income tax (expense) benefit

 

 

(290

)

 

 

(86

)

 

 

233

 

 

 

(143

)

Net income (loss)

 

$

14,788

 

 

$

6,571

 

 

$

(15,047

)

 

$

6,312

 

 

Summary of Total Assets by Segment

The following table summarizes our total assets by segment (in thousands):

 

Segments

 

June 30, 2024

 

 

December 31, 2023

 

Self Storage(1)

 

$

1,782,428

 

 

$

1,798,511

 

Managed REIT Platform(2)

 

 

46,420

 

 

 

41,761

 

Corporate and Other

 

 

48,737

 

 

 

55,369

 

Total assets(3)

 

$

1,877,585

 

 

$

1,895,641

 

 

(1) Included in the assets of the Self Storage segment as of June 30, 2024 and December 31, 2023 was approximately $52.2 million of goodwill. Additionally, as of June 30, 2024 and December 31, 2023, there were no accumulated impairment charges to goodwill within the Self Storage segment.

 

(2) Included in the assets of the Managed REIT Platform segment as of June 30, 2024 and December 31, 2023 was approximately $1.4 million of goodwill. Such goodwill is net of accumulated impairment charges in the Managed REIT Platform segment of approximately $24.7 million, which relates to the impairment charge recorded during the quarter ended March 31, 2020.

 

(3) Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.

XML 38 R31.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2024
Related Party Transaction [Line Items]  
Summary of Related Party Costs

Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2023 and the six months ended June 30, 2024, as well as any related amounts payable as of December 31, 2023 and June 30, 2024 (in thousands):

 

 

 

Year Ended December 31, 2023

 

 

Six Months Ended June 30, 2024

 

 

 

Incurred

 

 

Paid

 

 

Payable

 

 

Incurred

 

 

Paid

 

 

Payable

 

Expensed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer Agent fees

 

$

1,479

 

 

$

1,473

 

 

$

75

 

 

$

658

 

 

$

664

 

 

$

69

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

341

 

 

 

 

 

 

 

 

 

341

 

Total

 

$

1,479

 

 

$

1,473

 

 

$

416

 

 

$

658

 

 

$

664

 

 

$

410

 

 

Summary of Related Party Fees and Reimbursable Costs

Pursuant to the terms of the various agreements described above for the Managed REITs, the following summarizes the related party fees for the three and six months ended June 30, 2024 and 2023 (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

Managed REIT Platform Revenues

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Asset Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

1,067

 

 

 

724

 

 

 

2,127

 

 

 

1,316

 

SSGT III

 

 

335

 

 

 

222

 

 

 

672

 

 

 

394

 

 

 

 

1,402

 

 

 

946

 

 

 

2,799

 

 

 

1,710

 

Property Management Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

415

 

 

 

280

 

 

 

808

 

 

 

511

 

SSGT III

 

 

134

 

 

 

76

 

 

 

258

 

 

 

131

 

JV Properties

 

 

239

 

 

 

179

 

 

 

456

 

 

 

350

 

 

 

 

788

 

 

 

535

 

 

 

1,522

 

 

 

992

 

Tenant Protection Program Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

292

 

 

 

170

 

 

 

565

 

 

 

313

 

SSGT III

 

 

93

 

 

 

35

 

 

 

176

 

 

 

50

 

JV Properties

 

 

82

 

 

 

65

 

 

 

170

 

 

 

123

 

 

 

 

467

 

 

 

270

 

 

 

911

 

 

 

486

 

Acquisition Fees:

 

 

 

 

 

 

 

 

 

 

 

 

SST VI

 

 

 

 

 

1,922

 

 

 

34

 

 

 

2,465

 

SSGT III

 

 

58

 

 

 

485

 

 

 

58

 

 

 

642

 

 

 

 

58

 

 

 

2,407

 

 

 

92

 

 

 

3,107

 

Other Managed REIT Fees(1)

 

 

154

 

 

 

162

 

 

 

461

 

 

 

302

 

Managed REIT Platform Fees

 

 

2,869

 

 

 

4,320

 

 

 

5,785

 

 

 

6,597

 

Sponsor funding reduction (2)

 

 

(199

)

 

 

 

 

 

(380

)

 

 

 

Total Managed REIT Platform Revenues

 

$

2,670

 

 

$

4,320

 

 

$

5,405

 

 

$

6,597

 

 

 

(1)
Such revenue primarily includes other property management related fees, construction management fees, development fees, and other miscellaneous revenues.
(2)
Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return receives Series C Units in SST VI's OP. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI.
SST VI  
Related Party Transaction [Line Items]  
Summary of Related Party Carrying Value Of Investments In Advances

The following table summarizes the carrying value of our investments in and advances to SST VI as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

13,642

 

 

$

5,861

 

Debt:

 

 

 

 

 

 

SST VI Note (1)

 

 

15,000

 

 

 

15,000

 

Equity:

 

 

 

 

 

 

SST VI OP Units and
   SST VI SLP

 

 

1,363

 

 

 

1,932

 

SST VI Class C Subordinated Units

 

 

3,929

 

 

 

3,307

 

Total investments in and advances

 

$

33,934

 

 

$

26,100

 

 

(1) On July 29, 2024, SST VI borrowed an additional $8.0 million on the SST VI Note, such that $23.0 million was outstanding on such loan.

SSGT III OP  
Related Party Transaction [Line Items]  
Summary of Related Party Carrying Value Of Investments In Advances

The following table summarizes the carrying value of our investments in and advances to SSGT III OP as of June 30, 2024 and December 31, 2023 (in thousands):
 

 

 

 

 

 

 

 

Receivables:

 

As of
June 30, 2024

 

 

As of
December 31, 2023

 

Receivables and advances due

 

$

2,654

 

 

$

629

 

Debt:

 

 

 

 

 

 

SSGT III Mezzanine Loan(1)

 

 

 

 

 

4,000

 

Equity:

 

 

 

 

 

 

SSGT III OP Units and
  SSGT III SLP

 

 

3,215

 

 

 

3,662

 

Total investments in and advances

 

$

5,869

 

 

$

8,291

 

(1) As of June 30, 2024 and December 31, 2023, $1.5 million was available to be drawn on the SSGT III Mezzanine Loan. The SSGT III Mezzanine Loan expired on the maturity date of August 9, 2024, as such there is no further ability for SSGT III to borrow on this loan. On July 31, 2024, our operating partnership provided a bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million to facilitate SSGT III's acquisition of two properties. Please see Note 14 – Subsequent Events for additional detail.

XML 39 R32.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity Based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Time Based Awards  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Un-Vested Share Activity

The following table summarizes the activity related to our time based awards:

 

 

Restricted Stock

 

 

LTIP Units

 

Time Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

145,850

 

 

$

11.50

 

 

 

290,641

 

 

$

11.16

 

Granted

 

 

43,720

 

 

 

14.30

 

 

 

315,915

 

 

 

13.30

 

Vested

 

 

(96,295

)

 

 

10.86

 

 

 

(226,271

)

 

 

11.58

 

Forfeited

 

 

(7,960

)

 

 

13.92

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

85,315

 

 

 

13.44

 

 

 

380,285

 

 

 

12.69

 

Granted

 

 

45,904

 

 

 

14.30

 

 

 

315,962

 

 

 

13.53

 

Vested

 

 

(47,321

)

 

 

12.79

 

 

 

(18,048

)

 

 

13.30

 

Forfeited

 

 

(4,204

)

 

 

14.28

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

79,694

 

 

$

14.28

 

 

 

678,199

 

 

$

13.06

 

Performance Based Awards  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Un-Vested Share Activity

The following table summarizes our activity related to our performance based awards:

 

 

 

Restricted Stock

 

 

LTIP Units

 

Performance Based Award Grants

 

Shares

 

 

Weighted-Average
Grant-Date
Fair Value

 

 

Units

 

 

Weighted-Average
Grant-Date
Fair Value

 

Unvested at December 31, 2022

 

 

5,752

 

 

$

9.78

 

 

 

380,536

 

 

$

10.39

 

Granted

 

 

5,752

 

 (1)

 

9.78

 

 

 

271,199

 

 

 

13.30

 

Vested

 

 

(11,504

)

 

 

9.78

 

 

 

(118,720

)

 

 

9.09

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

 

 

 

 

 

 

533,015

 

 

 

12.16

 

Granted

 

 

 

 

 

 

 

 

270,096

 

 

 

13.55

 

Vested

 

 

 

 

 

 

 

 

(148,387

)

 

 

9.30

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at June 30, 2024

 

 

 

 

$

 

 

 

654,724

 

 

$

13.38

 

(1) On March 2, 2023 the Compensation Committee of the board of directors approved the vesting of the 2020 performance grant at 200% of the targeted award. Accordingly, individuals who elected to receive performance based restricted stock were issued and immediately vested additional shares to equal 200% of their targeted award.

XML 40 R33.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Organization - Additional Information (Detail)
$ / shares in Units, ft² in Millions, $ in Millions
1 Months Ended 6 Months Ended
Jan. 15, 2024
$ / shares
Dec. 30, 2021
StorageFacility
Jan. 31, 2014
USD ($)
Jan. 31, 2017
USD ($)
shares
Jun. 30, 2024
ft²
StorageFacility
Property
State
StorageUnit
shares
May 14, 2024
shares
Dec. 31, 2023
shares
Nov. 30, 2016
USD ($)
Organization And Nature Of Operations [Line Items]                
Date of formation of company         Jan. 08, 2013      
Number of self storage facilities | StorageFacility   2     155      
Number of states located for self storage facilities | State         19      
Shares issuable pursuant to distribution reinvestment plan | $     $ 95.0          
Advisor, SS Toronto REIT Advisors, Inc., and SS Growth Advisor, LLC.                
Organization And Nature Of Operations [Line Items]                
Percentage of limited partnership interests         88.00%      
SAM and Affiliates                
Organization And Nature Of Operations [Line Items]                
Percentage of limited partnership interests owned by noncontrolling owners         12.00%      
Distribution Reinvestment Plan                
Organization And Nature Of Operations [Line Items]                
Common stock, value authorize | $               $ 100.9
Description for termination of offering         The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.      
Primary Offering                
Organization And Nature Of Operations [Line Items]                
Initial public offering commenced period description         We commenced our initial public offering in January 2014      
Maximum | Primary Offering                
Organization And Nature Of Operations [Line Items]                
Common stock, value authorize | $     $ 1,000.0          
Class A Common stock                
Organization And Nature Of Operations [Line Items]                
Additional shares authorised         350,000,000   350,000,000  
Estimated value per common share | $ / shares $ 15.25              
Class A Common stock | Distribution Reinvestment Plan                
Organization And Nature Of Operations [Line Items]                
Additional shares authorised           4,500,000    
Number of shares issued in offering         10,000,000      
Class A Common stock | Current DRP Offering                
Organization And Nature Of Operations [Line Items]                
Number of shares issued in offering         200,000      
Class A Common stock | Common Stock | Primary Offering                
Organization And Nature Of Operations [Line Items]                
Number of shares issued in offering       48,000,000        
Gross proceeds from issuance of common stock | $       $ 493.0        
Class T Common stock                
Organization And Nature Of Operations [Line Items]                
Additional shares authorised         350,000,000   350,000,000  
Estimated value per common share | $ / shares $ 15.25              
Class T Common stock | Distribution Reinvestment Plan                
Organization And Nature Of Operations [Line Items]                
Additional shares authorised           500,000    
Number of shares issued in offering         1,300,000      
Class T Common stock | Current DRP Offering                
Organization And Nature Of Operations [Line Items]                
Number of shares issued in offering         100,000      
Class T Common stock | Common Stock | Primary Offering                
Organization And Nature Of Operations [Line Items]                
Number of shares issued in offering       7,000,000        
Gross proceeds from issuance of common stock | $       $ 73.0        
Managed REITS                
Organization And Nature Of Operations [Line Items]                
Number of properties owned by Managed REITs which is operated by the company | Property         32      
Number of self storage units | StorageUnit         25,400      
Net rentable area, primarily self storage space | ft²         2.8      
XML 41 R34.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Additional Information (Detail)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Segment
Trademark
Jun. 30, 2023
USD ($)
Aug. 07, 2024
$ / shares
Aug. 06, 2024
$ / shares
Dec. 31, 2023
USD ($)
Nov. 01, 2023
$ / shares
Summary Of Significant Accounting Policies [Line Items]                
Payments to acquire intangible assets     $ 700,000 $ 0        
Business acquisition, transaction costs $ 12,000 $ 11,000 82,000 42,000        
Impairment losses of real property assets recognized     0 0        
Indefinite lived trademark 15,700,000   15,700,000       $ 15,771,000  
Intangible assets, net of accumulated amortization 1,635,000   1,635,000       1,170,000  
Allowance for doubtful accounts 800,000   800,000       900,000  
Gross amounts of lease intangibles 81,100,000   81,100,000       80,700,000  
Accumulated amortization 79,500,000   $ 79,500,000       79,500,000  
Maximum annual contributions per employee, percentage     100.00%          
Gains (losses) on exchange rate changes in equity investments recorded in other income (expense) $ 300,000 $ 3,100,000 $ 1,600,000 $ 3,100,000        
Investment, Type [Extensible Enumeration] Real Estate Investment Real Estate Investment Real Estate Investment Real Estate Investment        
Minimum percentage of ordinary taxable income to be distributed to stockholders     90.00%          
Employer matching contribution, percent     100.00%          
Employer matching contribution, percent of match     4.00%          
Employer matching contributions, amount $ 100,000 $ 100,000 $ 300,000 $ 300,000        
Number of reportable business segments | Segment     2          
Rental Income | Geographic Concentration Risk | Florida                
Summary Of Significant Accounting Policies [Line Items]                
Concentration Risk Percentage1     22.00%          
Rental Income | Geographic Concentration Risk | California                
Summary Of Significant Accounting Policies [Line Items]                
Concentration Risk Percentage1     20.00%          
Rental Income | Geographic Concentration Risk | Greater Toronto Area of Canada                
Summary Of Significant Accounting Policies [Line Items]                
Concentration Risk Percentage1     10.00%          
Revolving Credit Facility                
Summary Of Significant Accounting Policies [Line Items]                
Debt issuance cost, gross 9,200,000   $ 9,200,000       4,500,000  
Accumulated amortization of debt issuance costs 1,000,000   1,000,000       4,100,000  
Non Revolving Debt                
Summary Of Significant Accounting Policies [Line Items]                
Debt issuance cost, gross 5,700,000   5,700,000       7,700,000  
Accumulated amortization of debt issuance costs 2,300,000   2,300,000       3,400,000  
Self Storage                
Summary Of Significant Accounting Policies [Line Items]                
Total estimated future amortization expense of intangible assets, year 2024 300,000   300,000          
Total estimated future amortization expense of intangible assets, year 2025 400,000   400,000          
Total estimated future amortization expense of intangible assets, year 2026 100,000   100,000          
Total estimated future amortization expense of intangible assets, year 2027 100,000   100,000          
Total estimated future amortization expense of intangible assets, year 2028 100,000   100,000          
Total estimated future amortization expense of intangible assets, thereafter 600,000   600,000          
Intangible assets, net of accumulated amortization 1,600,000   $ 1,600,000          
Weighted-average amortization period on remaining intangible assets     4 years 3 months 18 days          
Minimum                
Summary Of Significant Accounting Policies [Line Items]                
Estimated useful life     3 years          
Maximum                
Summary Of Significant Accounting Policies [Line Items]                
Estimated useful life     5 years          
Strategic Storage Trademark                
Summary Of Significant Accounting Policies [Line Items]                
Trademarks acquired amount             71,000  
Indefinite lived trademark 15,700,000   $ 15,700,000       $ 15,700,000  
Self Administration Transaction                
Summary Of Significant Accounting Policies [Line Items]                
Number of trademarks acquired | Trademark     2          
SST VI                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares               $ 9.3
SST VI | Class A Common stock                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares               10
SST VI | Subsequent Event                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares         $ 10      
SST VI | Subsequent Event | Class A Common stock                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares         10      
SST VI | Maximum | Class A Common stock                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares               $ 10
SST VI | Maximum | Subsequent Event | Class A Common stock                
Summary Of Significant Accounting Policies [Line Items]                
Offering price | $ / shares         $ 10      
SST VI OP | Subsequent Event | Class C Common stock                
Summary Of Significant Accounting Policies [Line Items]                
Share Price | $ / shares           $ 9.3    
Pacific Oak Holding Group                
Summary Of Significant Accounting Policies [Line Items]                
Variable interest entity non-voting ownership percentage     10.00%          
Operating Expense                
Summary Of Significant Accounting Policies [Line Items]                
Advertising costs 1,400,000 1,300,000 $ 2,700,000 2,500,000        
General and Administrative Expense                
Summary Of Significant Accounting Policies [Line Items]                
Advertising costs $ 500,000 $ 600,000 $ 1,000,000 $ 1,100,000        
XML 42 R35.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Summary of Sponsorship Funding Payments (Detail) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Accounting Policies [Abstract]    
Balance at Beginning $ 3,493 $ 0
Amounts incurred 644 3,527
Recorded sponsor funding reduction (380) (34)
Balance at Ending $ 3,757 $ 3,493
XML 43 R36.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Estimated Useful Lives used to Depreciate Real Property Assets (Detail)
Jun. 30, 2024
Property Plant And Equipment [Line Items]  
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] us-gaap:LandMember
Buildings | Minimum  
Property Plant And Equipment [Line Items]  
Standard Depreciable Life 30 years
Buildings | Maximum  
Property Plant And Equipment [Line Items]  
Standard Depreciable Life 40 years
Site Improvements | Minimum  
Property Plant And Equipment [Line Items]  
Standard Depreciable Life 7 years
Site Improvements | Maximum  
Property Plant And Equipment [Line Items]  
Standard Depreciable Life 10 years
XML 44 R37.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Summary of Fixed Rate Notes Payable (Details) - Fixed Rate Secured Debt - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair Value $ 490,000 $ 505,700
Carrying Value $ 519,183 $ 523,019
XML 45 R38.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Interest rate derivatives | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets $ 0 $ 0
Accounts payable and accrued liabilities 0  
Interest rate derivatives | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets 1,023 3,485
Accounts payable and accrued liabilities 1,527  
Interest rate derivatives | Significant unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets 0 0
Accounts payable and accrued liabilities 0  
Foreign Currency Hedges | Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets 0  
Accounts payable and accrued liabilities   0
Foreign Currency Hedges | Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets 355  
Accounts payable and accrued liabilities   985
Foreign Currency Hedges | Significant unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Other assets $ 0  
Accounts payable and accrued liabilities   $ 0
XML 46 R39.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Schedule of Computation of Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
Net income (loss) $ (705) $ 4,279 $ (2,344) $ 6,312
Net (income) loss attributable to noncontrolling interests (8) (770) 91 (1,110)
Net income (loss) attributable to SmartStop Self Storage REIT, Inc. (713) 3,509 (2,253) 5,202
Less: Distributions to preferred stockholders (3,108) (3,116) (6,216) (6,199)
Less: Distributions to participating securities (112) (91) (227) (183)
Net loss attributable to common stockholders - basic: (3,933) 302 (8,696) (1,180)
Net loss attributable to common stockholders - diluted: $ (3,933) $ 302 $ (8,696) $ (1,180)
Average number of common shares outstanding- basic 96,775,724 96,815,006 96,803,814 96,817,849
Average number of common shares outstanding - diluted 96,775,724 97,251,835 96,803,814 96,817,849
Earnings Per Share, Basic $ (0.04) $ 0 $ (0.09) $ (0.01)
Earnings Per Share, Diluted $ (0.04) $ 0 $ (0.09) $ (0.01)
Long Term Incentive Plan Units [Member]        
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
Equivalent Shares, included in computation of earnings per share as effect of antidilutive 0 359,233 0 0
Restricted Stock [Member]        
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]        
Equivalent Shares, included in computation of earnings per share as effect of antidilutive 0 77,596 0 0
XML 47 R40.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Significant Accounting Policies - Summary of Antidilutive Shares Excluded from Computation of Earnings per Share (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive 32,355,231 31,616,279 32,291,724 31,969,185
Series A Convertible Preferred Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive 18,761,726 18,761,726 18,761,726 18,761,726
Class A and Class A-1 OP Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive 13,229,294 12,854,553 13,178,846 12,779,356
Unvested LTIP Units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive 340,791 0 332,735 348,082
Unvested restricted stock awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Equivalent Shares, excluded from computation of earnings per share as effect of antidilutive 23,420 0 18,417 80,021
XML 48 R41.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Real Estate - Schedule of Activity in Real Estate Facilities (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Real estate facilities  
Real estate facilities, beginning balance $ 1,924,746
Impact of foreign exchange rate changes and other (6,950)
Improvements and additions 2,743
Acquisitions 9,841
Real estate facilities, ending balance 1,930,380
Accumulated depreciation  
Accumulated depreciation, beginning balance (255,844)
Depreciation expense (26,663)
Impact of foreign exchange rate changes and other 1,022
Accumulated depreciation, ending balance $ (281,485)
XML 49 R42.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Real Estate - Summary of Purchase Price Allocation for Real Estate Related Assets Acquired (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Business Acquisition [Line Items]  
Real Estate Assets $ 9,841
Intangibles 675
Total assets acquired 10,516 [1]
2024 Revenue 209 [2]
2024 Net Operating Loss $ 132 [2],[3]
Colorado Springs II [Member]  
Business Acquisition [Line Items]  
Acquisition Date Apr. 10, 2024
Real Estate Assets $ 9,841
Intangibles 675
Total assets acquired 10,516 [1]
2024 Revenue 209 [2]
2024 Net Operating Loss $ 132 [2],[3]
[1] The allocation noted above is based on a determination of the relative fair value of the total consideration provided and represents the amount paid including capitalized acquisition costs.
[2] The operating results of the self storage property acquired have been included in our consolidated statements of operations since its acquisition date.
[3] Net operating income excludes corporate general and administrative expenses, interest expenses, depreciation, amortization and acquisition related expenses.
XML 50 R43.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Real Estate - Additional Information (Detail)
shares in Millions, $ in Millions
6 Months Ended
Aug. 13, 2024
USD ($)
Jul. 16, 2024
USD ($)
Apr. 10, 2024
USD ($)
Jun. 01, 2022
USD ($)
StorageFacility
Dec. 30, 2021
StorageFacility
Mar. 17, 2021
StorageFacility
RealEstateVenture
shares
Jun. 30, 2024
StorageFacility
Business Acquisition [Line Items]              
Number of self storage facilities | StorageFacility         2   155
Percentage of property occupied at time of acquisition     86.00%        
Subsequent Event              
Business Acquisition [Line Items]              
Consideration transferred $ 30.8 $ 13.2          
Percentage of property occupied at time of acquisition   94.00%          
SST IV Merger Agreement              
Business Acquisition [Line Items]              
Number of self storage facilities | StorageFacility           24  
Percentage of voting membership interest           50.00%  
SST IV Merger Agreement | Canada              
Business Acquisition [Line Items]              
Number of unconsolidated real estate ventures | RealEstateVenture           6  
Self storage facilities              
Business Acquisition [Line Items]              
Consideration transferred     $ 10.5        
Self storage facilities | Subsequent Event              
Business Acquisition [Line Items]              
Forfeit earnest money $ 0.3            
SSGT II Merger Agreement              
Business Acquisition [Line Items]              
Number of self storage facilities | StorageFacility       10      
Percentage of voting membership interest       50.00%      
Class A Common stock | SST IV Merger Agreement              
Business Acquisition [Line Items]              
Issuance of common stock in connection with SST IV Merger (in shares) | shares           23.1  
Class A Common stock | SSGT II Merger Agreement              
Business Acquisition [Line Items]              
Common stock issued       $ 11.5      
XML 51 R44.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Reconciles Total Consideration Transferred (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Mar. 17, 2021
Business Acquisition [Line Items]          
Debt Instrument Carrying Amount $ 1,110,041   $ 1,110,041    
Business acquisition, transaction costs $ 12 $ 11 $ 82 $ 42  
Key Bank Sst Iv Cmbs Loan [Member]          
Business Acquisition [Line Items]          
Debt Instrument Carrying Amount         $ 40,500
XML 52 R45.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Summary of Relative Fair Values of Assets Acquired and Liabilities Assumed (Detail)
$ in Thousands
Jun. 30, 2024
USD ($)
Assets Acquired:  
Buildings $ 9,841
Total assets acquired $ 10,516 [1]
[1] The allocation noted above is based on a determination of the relative fair value of the total consideration provided and represents the amount paid including capitalized acquisition costs.
XML 53 R46.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Investments in Unconsolidated Real Estate Ventures - Additional Information (Details)
$ in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jul. 17, 2024
CAD ($)
Nov. 03, 2023
CAD ($)
Nov. 10, 2020
RealEstateVenture
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
RealEstateVenture
Jun. 30, 2023
USD ($)
Jul. 17, 2024
USD ($)
Jul. 17, 2024
CAD ($)
Jun. 30, 2024
CAD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2023
CAD ($)
Jan. 12, 2023
Sep. 13, 2022
CAD ($)
Jun. 01, 2022
CAD ($)
May 25, 2022
Oct. 07, 2021
USD ($)
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Increased amount                           $ 120.0      
Initial maximum amount available                                 $ 700.0
Guarantee obligations recourse percentage       50.00%   50.00%       50.00%              
RBC JV Term Loan                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Outstanding amount       $ 51.2   $ 51.2       $ 70.0              
Term loan   $ 70.0                              
Percentage of joint venture property owned   50.00%                              
Maturity date   Nov. 02, 2025                              
Fixed annual rate   6.21%                              
Percentage of secured obligation   50.00%                              
Loan amount   $ 68.9                              
Regent Property                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Equity method investment, ownership percentage       50.00%   50.00%       50.00%           50.00%  
Whitby Property                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Equity method investment, ownership percentage                         50.00%        
Subsequent Event | RBC JV Term Loan II                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Term loan $ 46.0                                
Percentage of joint venture property owned 50.00%                                
Maturity date Nov. 03, 2025                                
Fixed annual rate               4.97% 4.97%                
Percentage of secured obligation 50.00%                                
Loan amount               $ 34.1 $ 46.4                
SmartCentres Storage Finance LP | Master Mortgage Commitment Agreement                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Outstanding amount       $ 46.4   $ 46.4       $ 63.4 $ 43.3 $ 57.3          
Initial maximum amount available           7.80%                      
Loan to value ratio       70.00%   70.00%       70.00%              
SmartCentres Storage Finance LP | Regent Property                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Equity method investment, ownership percentage                               50.00%  
SmartCentres Storage Finance LP | Whitby Property                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Equity method investment, ownership percentage                         50.00%        
Canada                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Equity in earnings (loss) of unconsolidated real estate ventures       $ 0.4 $ 0.5 $ 0.7 $ 0.9                    
SST IV Merger Agreement | Canada                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Number of self storage real estate joint ventures | RealEstateVenture     6                            
SSGT II Merger Agreement | SmartCentres Storage Finance LP                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Initial maximum amount available                             $ 34.3    
Guarantee obligations recourse percentage                             50.00%    
SSGT II Merger Agreement | SmartCentres Storage Finance LP | Dupont and Aurora Joint Venture Properties                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Interests                             50.00%    
SSGT II Merger Agreement | Canada                                  
Investments In Unconsolidated Real Estate Ventures [Line Items]                                  
Number of self storage real estate joint ventures | RealEstateVenture           3                      
XML 54 R47.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Investments in Unconsolidated Real Estate Ventures - Summary of Investments in Unconsolidated Real Estate Ventures (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Carrying Value of Investment $ 36,442 $ 35,832
Dupont, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [1],[2] October 2019  
Carrying Value of Investment [1],[2] $ 3,731 3,975
East York, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [1],[3] June 2020  
Carrying Value of Investment [1],[3] $ 5,545 5,663
Brampton, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [1],[3] November 2020  
Carrying Value of Investment [1],[3] $ 1,936 1,975
Vaughan, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [1],[3] January 2021  
Carrying Value of Investment [1],[3] $ 2,198 2,297
Oshawa, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [1],[3] August 2021  
Carrying Value of Investment [1],[3] $ 1,250 1,275
Scarborough, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [3],[4] November 2021  
Carrying Value of Investment [3],[4] $ 2,312 2,343
Aurora, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [2],[4] December 2022  
Carrying Value of Investment [2],[4] $ 2,195 2,481
Kingspoint Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [3],[4] March 2023  
Carrying Value of Investment [3],[4] $ 3,616 3,947
Whitby Property    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [5] January 2024  
Carrying Value of Investment [5] $ 8,205 7,076
Markham, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [2],[4] May 2024  
Carrying Value of Investment [2],[4] $ 2,788 2,064
Regent, Ontario    
Investments In Unconsolidated Real Estate Ventures [Line Items]    
Date Real Estate Venture Became Operational [6] Under Development  
Carrying Value of Investment [6] $ 2,666 $ 2,736
[1] As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the RBC JV Term Loan (defined below).
[2] These joint venture properties were acquired through the SSGT II Merger, which closed on June 1, 2022.
[3] These joint venture properties were acquired through the SST IV Merger, which closed on March 17, 2021.
[4] As of June 30, 2024, these properties were encumbered by first mortgages pursuant to the SmartCentres Financings (defined below). On July 17, 2024, the Kingspoint, Scarborough, and Aurora joint ventures closed on a $46.0 million CAD term loan with Royal Bank of Canada, the proceeds of which were used to pay off the outstanding mortgages with SmartCentres for such joint ventures. The Markham property remains encumbered by a first mortgage pursuant to the SmartCentres Financings. See Note 14 – Subsequent Events of the Notes to the Consolidated Financial Statements for additional information.
[5] This property was acquired on January 12, 2023 in connection with a purchase agreement assumed in the SSGT II Merger.
[6] This property is currently leased as a single tenant industrial lease. The joint venture plans to develop this property into a self storage facility in the future.
XML 55 R48.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Investments in Unconsolidated Real Estate Ventures - Summary of Investments in Unconsolidated Real Estate Ventures (Parenthetical) (Details)
$ in Millions
Jul. 17, 2024
CAD ($)
RBC JV Term Loan II | Subsequent Event  
Investments In Unconsolidated Real Estate Ventures [Line Items]  
Term loan $ 46.0
XML 56 R49.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt - Schedule of Summarized Real Estate Secured Debt (Detail) - USD ($)
$ in Thousands
6 Months Ended
Nov. 16, 2023
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount   $ 1,110,041  
Debt issuance costs, net   (3,427)  
Total debt   1,106,614 $ 1,087,401
SST IV CMBS Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [1]   $ 40,500 40,500
Interest rate [1]   3.56%  
Senior notes maturity date [1]   Feb. 01, 2030  
Ladera Office Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount   $ 3,785 3,833
Interest rate   4.29%  
Senior notes maturity date   Nov. 01, 2026  
Fixed Rate Secured Debt      
Debt Instrument [Line Items]      
Discount on secured debt, net   $ 0 (80)
Debt issuance costs, net   (3,427) (4,306)
Fixed Rate Secured Debt | KeyBank CMBS Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [2]   $ 90,150 91,042
Debt Instrument Fixed Rate [2]   3.89%  
Senior notes maturity date [2]   Aug. 01, 2026  
Fixed Rate Secured Debt | KeyBank Florida CMBS Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [3]   $ 50,338 50,751
Debt Instrument Fixed Rate [3]   4.65%  
Senior notes maturity date [3]   May 01, 2027  
Fixed Rate Secured Debt | CMBS Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [4]   $ 104,000 104,000
Debt Instrument Fixed Rate [4]   5.00%  
Senior notes maturity date [4]   Feb. 01, 2029  
Credit Facility Term Loan | USD      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount   $ 0 250,000
Credit Facility Revolver | USD      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount   0 318,688
2032 Private Placement Notes      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [5]   $ 150,000 150,000
Interest rate [5]   5.28%  
Senior notes maturity date [5]   Apr. 19, 2032  
2028 Canadian Term Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [7]   $ 80,410 [6] 82,973
Interest rate 6.41% 6.41% [7]  
Senior notes maturity date Dec. 01, 2028 Dec. 01, 2028 [7]  
2024 Credit Facility      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount   $ 536,381 0 [6]
Interest rate [6]   7.28%  
Senior notes maturity date [6]   Feb. 22, 2027  
2027 NBC Loan      
Debt Instrument [Line Items]      
Debt Instrument Carrying Amount [7],[8]   $ 54,477 $ 0
Interest rate [7],[8]   7.28%  
Senior notes maturity date [7],[8]   Mar. 07, 2027  
[1] On March 17, 2021, in connection with the SST IV Merger, we assumed a $40.5 million fixed rate CMBS financing with KeyBank as the initial lender pursuant to a mortgage loan (the “SST IV CMBS Loan”). This fixed rate loan encumbers seven properties owned by us (Jensen Beach, Texas City, Riverside, Las Vegas IV, Puyallup, Las Vegas V, and Plant City). The separate assets of these encumbered properties are not available to pay our other debt. The loan has a maturity date of February 1, 2030. Monthly payments due under the loan agreement (the “SST IV CMBS Loan Agreement”) are interest only, with the full principal amount becoming due and payable on the maturity date.
[2] This fixed rate loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II) with monthly interest only payments until September 2021, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
[3] This fixed rate loan encumbers five properties (Pompano Beach, Lake Worth, Jupiter, Royal Palm Beach, and Delray) with monthly interest only payments until June 2022, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
[4] This fixed rate, interest only loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, and Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts.
[5] As of March 31, 2023, a Total Leverage Ratio Event (as defined below) had occurred, and the interest rate on such Note increased to 5.28% prospectively. For additional information regarding this loan, see 2032 Private Placement Notes below.
[6] On November 16, 2023, we, through eight of our wholly-owned Canadian subsidiaries entered into a term loan (the "2028 Canadian Term Loan") with affiliates of QuadReal Finance LP, receiving net proceeds of $110.0 million CAD on such date. The 2028 Canadian Term Loan is secured by eight Canadian properties, has a maturity date of December 1, 2028, and carries a fixed interest rate for the term of the loan of 6.41%. The first two years of the Canadian Term Loan are interest only, after which it requires monthly amortizing payments based on a 25-year amortization schedule.
[7] The amounts shown above are in USD based on the foreign exchange rate in effect as of the date presented.
[8] This loan incurs interest at an all in rate of CORRA (as defined further below under the section entitled "2027 NBC Loan"), plus a CORRA adjustment of approximately 0.30%, plus a spread of 2.20%. The effective interest rate on this loan is 6.42% when factoring the effects of a CORRA Swap which we entered into with the National Bank of Canada for the initial term of the loan. The Dufferin, Oakville II, Burlington II, Iroquois Shore Rd, and Stoney Creek I properties are encumbered by this loan. See Note 7 – Derivative Instruments for additional information.
XML 57 R50.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt - Schedule of Summarized Real Estate Secured Debt (Parenthetical) (Detail)
$ in Thousands, $ in Millions
6 Months Ended
Nov. 16, 2023
CAD ($)
Mar. 17, 2021
USD ($)
Property
Jun. 30, 2024
USD ($)
Property
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
Debt Instrument [Line Items]            
Debt Instrument Carrying Amount     $ 1,110,041      
Proceeds from line of credit     $ 591,500 $ 90,000    
2032 Private Placement Notes            
Debt Instrument [Line Items]            
Senior notes maturity date [1]     Apr. 19, 2032      
Debt Instrument Carrying Amount [1]     $ 150,000   $ 150,000  
Interest rate [1]     5.28%      
Interest Accruing on Notes           5.28%
2028 Canadian Term Loan            
Debt Instrument [Line Items]            
Senior notes maturity date Dec. 01, 2028   Dec. 01, 2028 [2]      
Debt Instrument Carrying Amount [2]     $ 80,410 [3]   82,973  
Proceeds from line of credit $ 110.0          
Interest rate 6.41%   6.41% [2]      
Term 25 years          
SOFR | 2024 Credit Facility            
Debt Instrument [Line Items]            
Spread on Variable Rate     0.0185%      
SOFR Index Adjustment | 2024 Credit Facility            
Debt Instrument [Line Items]            
Spread on Variable Rate     0.10%      
KeyBank SST IV CMBS Loan            
Debt Instrument [Line Items]            
Number of properties encumbered | Property   7        
Senior notes maturity date   Feb. 01, 2030        
Debt Instrument Carrying Amount   $ 40,500        
2027 NBC Loan | CORRA Swap            
Debt Instrument [Line Items]            
Interest rate     6.42%      
2027 NBC Loan | CORRA Adjustment            
Debt Instrument [Line Items]            
Spread on Variable Rate     2.20%      
Debt Instrument Variable Rate     0.30%      
Fixed Rate Secured Debt | KeyBank CMBS Loan            
Debt Instrument [Line Items]            
Number of properties encumbered | Property     29      
Senior notes maturity date [4]     Aug. 01, 2026      
Debt Instrument Carrying Amount [4]     $ 90,150   91,042  
Debt Instrument Variable Rate [4]     3.89%      
Fixed Rate Secured Debt | KeyBank Property Loan            
Debt Instrument [Line Items]            
Number of properties encumbered | Property     5      
Fixed Rate Secured Debt | CMBS Loan            
Debt Instrument [Line Items]            
Number of properties encumbered | Property     10      
Senior notes maturity date [5]     Feb. 01, 2029      
Debt Instrument Carrying Amount [5]     $ 104,000   $ 104,000  
Debt Instrument Variable Rate [5]     5.00%      
[1] As of March 31, 2023, a Total Leverage Ratio Event (as defined below) had occurred, and the interest rate on such Note increased to 5.28% prospectively. For additional information regarding this loan, see 2032 Private Placement Notes below.
[2] The amounts shown above are in USD based on the foreign exchange rate in effect as of the date presented.
[3] On November 16, 2023, we, through eight of our wholly-owned Canadian subsidiaries entered into a term loan (the "2028 Canadian Term Loan") with affiliates of QuadReal Finance LP, receiving net proceeds of $110.0 million CAD on such date. The 2028 Canadian Term Loan is secured by eight Canadian properties, has a maturity date of December 1, 2028, and carries a fixed interest rate for the term of the loan of 6.41%. The first two years of the Canadian Term Loan are interest only, after which it requires monthly amortizing payments based on a 25-year amortization schedule.
[4] This fixed rate loan encumbers 29 properties (Whittier, La Verne, Santa Ana, Upland, La Habra, Monterey Park, Huntington Beach, Chico, Lancaster I, Riverside, Fairfield, Lompoc, Santa Rosa, Federal Heights, Aurora, Littleton, Bloomingdale, Crestwood, Forestville, Warren I, Sterling Heights, Troy, Warren II, Beverly, Everett, Foley, Tampa, Boynton Beach, and Lancaster II) with monthly interest only payments until September 2021, at which time both interest and principal payments became due monthly. The separate assets of these encumbered properties are not available to pay our other debts.
[5] This fixed rate, interest only loan encumbers 10 properties (Myrtle Beach I, Myrtle Beach II, Port St. Lucie, Plantation, Sonoma, Las Vegas I, Las Vegas II, Las Vegas III, Ft Pierce, and Nantucket Island). The separate assets of these encumbered properties are not available to pay our other debts.
XML 58 R51.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 12, 2024
Mar. 07, 2024
USD ($)
Feb. 22, 2024
USD ($)
Apr. 19, 2022
USD ($)
Oct. 07, 2021
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Property
Mar. 31, 2023
May 25, 2022
USD ($)
Mar. 17, 2021
USD ($)
Mar. 16, 2021
USD ($)
Debt Instrument [Line Items]                      
Weighted average interest rate on debt           6.20% 6.20%        
Initial maximum amount available         $ 700,000            
Aggregate borrowings           $ 1,110,041 $ 1,110,041        
Number of operating properties | Property             90        
2032 Private Placement Notes                      
Debt Instrument [Line Items]                      
Interest rate       4.53%              
Debt instrument, maturity date       Apr. 19, 2032              
Aggregate principal amount of notes issued       $ 75,000         $ 75,000    
Interest Accruing On Notes               5.28%      
Prepayment of Notes       100.00%              
Debt Instrument Fixed Rate               4.53%      
2032 Private Placement Notes | 4.53% Senior Notes[Member]                      
Debt Instrument [Line Items]                      
Debt issued       $ 150,000              
2032 Private Placement Notes | Maximum                      
Debt Instrument [Line Items]                      
Ratio of Total Indebtedness       0.07              
Leverage Ratio       7.00%              
2032 Private Placement Notes | Minimum                      
Debt Instrument [Line Items]                      
Ratio of Total Indebtedness       0.01              
Leverage Ratio       1.00%              
Prepayment of Notes       5.00%              
Two Thousand and Twenty Seven NBC Loan [Member] | CORRA Adjustment                      
Debt Instrument [Line Items]                      
Debt Instrument Fixed Rate           0.30% 0.30%        
Debt instrument, variable interest rate             2.20%        
Two Thousand and Twenty Seven NBC Loan [Member] | CORRA Swap                      
Debt Instrument [Line Items]                      
Interest rate           6.42% 6.42%        
Key Bank [Member]                      
Debt Instrument [Line Items]                      
Initial maximum amount available                     $ 500,000
Two Thousand Twenty Seven NBC Loans [Member]                      
Debt Instrument [Line Items]                      
Debt Instrument Fixed Rate 6.42%                    
Term 25 years                    
Credit Facility Revolver                      
Debt Instrument [Line Items]                      
Additional amount available under credit facility           $ 61,700 $ 61,700        
Increased the principal borrowing amount         $ 200,000            
Credit Facility Revolver | Key Bank [Member]                      
Debt Instrument [Line Items]                      
Outstanding balance on credit facility                   $ 250,000  
Credit Facility Term Loan                      
Debt Instrument [Line Items]                      
Line of credit facility, annual unused fee             230.00%        
Credit Facility Term Loan | Key Bank [Member]                      
Debt Instrument [Line Items]                      
Outstanding balance on credit facility                   $ 250,000  
2024 Credit Facility                      
Debt Instrument [Line Items]                      
Line of credit facility, current borrowing capacity           650,000 $ 650,000        
Increased the principal borrowing amount           $ 15,500          
Amount borrowed under the credit facility             $ 536,400        
2024 Credit Facility | Maximum | Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     230.00%                
2024 Credit Facility | Maximum | Base Rate Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     130.00%                
2024 Credit Facility | Minimum | Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     165.00%                
2024 Credit Facility | Minimum | Base Rate Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     65.00%                
2024 Credit Facility | Consolidated Leverage Ratio | Maximum | Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     225.00%                
2024 Credit Facility | Consolidated Leverage Ratio | Maximum | Base Rate Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     125.00%                
2024 Credit Facility | Consolidated Leverage Ratio | Minimum | Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     140.00%                
2024 Credit Facility | Consolidated Leverage Ratio | Minimum | Base Rate Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     40.00%                
2024 Credit Facility | Key Bank [Member]                      
Debt Instrument [Line Items]                      
Initial maximum amount available     $ 650,000                
Additional amount available under credit facility     850,000                
Repayment of borrowings     $ 576,000                
Maturity date     Feb. 22, 2027                
Debt instrument, fee percentage     0.20%                
Line of credit facility, term of extension options     1 year                
2024 Credit Facility | Key Bank [Member] | Maximum                      
Debt Instrument [Line Items]                      
Initial maximum amount available     $ 1,500,000                
Line of credit facility, annual unused fee     25.00%                
2024 Credit Facility | Key Bank [Member] | Maximum | Letter of Credit                      
Debt Instrument [Line Items]                      
Credit facility sublimits     $ 25,000                
2024 Credit Facility | Key Bank [Member] | Maximum | Swingline Loans                      
Debt Instrument [Line Items]                      
Credit facility sublimits     $ 25,000                
2024 Credit Facility | Key Bank [Member] | Minimum                      
Debt Instrument [Line Items]                      
Line of credit facility, annual unused fee     15.00%                
Non-recourse debt     $ 75,000                
2024 Credit Facility | Key Bank [Member] | Security Interest Termination Event | Maximum                      
Debt Instrument [Line Items]                      
Capitalization rate leverage ratio     60.00%                
Secured debt ratio     40.00%                
2024 Credit Facility | Key Bank [Member] | Security Interest Termination Event | Minimum                      
Debt Instrument [Line Items]                      
fixed charge coverage ratio     1.5                
Unsecured interest coverage ratio     2                
Credit facility cross default provision amount     $ 25,000                
2024 Credit Facility | Two Thousand Twenty Seven NBC Loans [Member]                      
Debt Instrument [Line Items]                      
Aggregate borrowings   $ 75,000                  
Net proceeds from loan   $ 55,100                  
Credit facility agreement                      
Debt Instrument [Line Items]                      
Line of credit facility, annual unused fee             60.00%        
Initial Advances under Two Thousand Twenty Four Credit Facility [Member] | Daily Simple SOFR Loans, Term SOFR Loans and CORRA Loans [Member]                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate     175.00%                
2024 Credit Facility | SOFR                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate             0.0185%        
2024 Credit Facility | SOFR Index Adjustment                      
Debt Instrument [Line Items]                      
Debt instrument, variable interest rate             0.10%        
XML 59 R52.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Debt - Future Principal Payment Requirements on Outstanding Debt (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Long-Term Debt, Fiscal Year Maturity [Abstract]    
2024 $ 1,825  
2025 3,935  
2026 94,304  
2027 637,979  
2028 77,498  
2029 and thereafter 294,500  
Total payments 1,110,041  
Debt issuance costs, net (3,427)  
Total debt $ 1,106,614 $ 1,087,401
XML 60 R53.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Preferred Equity - Additional Information (Details)
3 Months Ended 6 Months Ended
Oct. 29, 2019
USD ($)
d
$ / shares
Mar. 31, 2024
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
shares
Oct. 26, 2020
USD ($)
Class Of Stock [Line Items]            
Issuance costs     $ 80,000 $ 11,000    
Series A Convertible Preferred Stock Purchase Agreement            
Class Of Stock [Line Items]            
Maximum purchase commitment amount $ 200,000,000          
Initial closing amount 150,000,000   150,000,000   $ 150,000,000  
Second and final closing amount     $ 50,000,000   $ 50,000,000 $ 50,000,000
Issuance costs $ 3,600,000          
Preferred stock, dividend rate, percentage 6.25%          
Preferred stock payment description     Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Convertible Preferred Stock will be entitled to receive a payment equal to the greater of (i) aggregate purchase price of all outstanding Preferred Shares, plus any accrued and unpaid dividends (the “Liquidation Amount”) and (ii) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such liquidation.      
Preferred stock redemption description     Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series A Convertible Preferred Stock for cash at any time following the fifth anniversary of the Initial Closing. The amount of such redemption will be equal to the Liquidation Amount. Upon the listing of our common stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had such Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to the Listing, and then all of such Preferred Shares were sold in the Listing, or (ii) the Liquidation Amount, plus a premium amount (the “Premium Amount”) of 10%, 8%, 6%, 4%, or 2% if redeemed prior to the first, second, third, fourth, or fifth anniversary dates of issuance, respectively, or 0% if redeemed thereafter, as set forth in the Articles Supplementary. Upon a change of control event, we have the right to redeem any or all outstanding Series A Convertible Preferred Stock at an amount equal to the greater of (i) the amount that would have been payable had the Preferred Shares been converted into common stock pursuant to the terms of the Purchase Agreement immediately prior to such change of control or (ii) the Liquidation Amount, plus the Premium Amount, as set forth in the Articles Supplementary. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series A Convertible Preferred Stock have the right to require us to repurchase the Series A Convertible Preferred Stock at an amount equal to the Liquidation Amount with no Premium Amount.      
Preferred stock redemption premium $ 0          
Preferred stock, conversion basis     Subject to our redemption rights in the event of a listing or change of control described above, upon the earlier to occur of (i) the second anniversary of the Initial Closing or (ii) 180 days after a Listing, the holders of Series A Convertible Preferred Stock have the right to convert any or all of the Series A Convertible Preferred Stock held by such holders into common stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount by the conversion price. The conversion price is $10.66, as may be adjusted in connection with stock splits, stock dividends and other similar transactions.      
Conversion price per share | $ / shares $ 10.66          
Number of days after lifting of preferred stock to common stock | d 180          
Preferred stock, voting rights condition     This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) our real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with our Executive Chairman as of the Commitment Date, or his affiliates, (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related and (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of our revenues for our last fiscal year.      
Required leverage ratio of our real estate portfolio 60.00%          
Required percentage of self storage related assets of merger entity 80.00%          
Required ancillary business revenue to total revenue 10.00%          
Preferred stock, investors rights agreement   In connection with the issuance of the Series A Convertible Preferred Stock, we and the Investor also entered into an investors’ rights agreement (the “Investors’ Rights Agreement”) which provides the Investor with certain customary protections, including demand registration rights and “piggyback” registration rights with respect to our common stock issued to the Investor upon conversion of the Preferred Shares.        
Preferred shares outstanding | shares     200,000   200,000  
Aggregate liquidation preference     $ 203,100,000   $ 203,200,000  
Amount of accumulated and unpaid distributions     $ 3,100,000   $ 3,200,000  
Series A Convertible Preferred Stock Purchase Agreement | Fifth To Tenth Anniversary            
Class Of Stock [Line Items]            
Dividend rate percentage of increase on preferred stock 0.75%          
Series A Convertible Preferred Stock Purchase Agreement | Tenth Anniversary | Maximum            
Class Of Stock [Line Items]            
Preferred stock, dividend rate, percentage 9.00%          
Series A Convertible Preferred Stock Purchase Agreement | After Tenth Anniversary            
Class Of Stock [Line Items]            
Dividend rate percentage of increase on preferred stock 0.75%          
Series A Convertible Preferred Stock Purchase Agreement | First Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 10.00%          
Series A Convertible Preferred Stock Purchase Agreement | Second Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 8.00%          
Series A Convertible Preferred Stock Purchase Agreement | Third Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 6.00%          
Series A Convertible Preferred Stock Purchase Agreement | Fourth Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 4.00%          
Series A Convertible Preferred Stock Purchase Agreement | Fifth Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 2.00%          
Series A Convertible Preferred Stock Purchase Agreement | After Fifth Anniversary            
Class Of Stock [Line Items]            
Premium amount over liquidation amount on redemption, percent 0.00%          
XML 61 R54.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments - Summary of Derivative Financial Instruments (Detail)
6 Months Ended 12 Months Ended
Jan. 16, 2024
$ / Unit
Jul. 05, 2023
CAD ($)
Apr. 12, 2023
CAD ($)
Oct. 12, 2022
Apr. 12, 2021
CAD ($)
Jun. 30, 2024
CAD ($)
$ / Unit
Dec. 31, 2023
CAD ($)
$ / Unit
Jun. 30, 2024
USD ($)
$ / Unit
May 01, 2024
USD ($)
Apr. 12, 2024
CAD ($)
$ / Unit
Dec. 31, 2023
USD ($)
$ / Unit
Nov. 16, 2023
USD ($)
Oct. 12, 2023
CAD ($)
Derivative [Line Items]                          
Derivative, notional amount                   $ 136,476,000      
Foreign Currency Forward, Strike | $ / Unit 1.3781                 1.3648      
Foreign Currency Forward, Maturity Date           Mar. 07, 2024              
Interest Rate Cap                          
Derivative [Line Items]                          
Derivative, notional amount                 $ 8,200,000        
Interest Rate Cap | SOFR Cap December 1, 2025                          
Derivative [Line Items]                          
Derivative, notional amount               $ 100,000     $ 100,000    
Interest Rate Swaps, Strike           4.75% 4.75% 4.75%     4.75%    
Interest Rate Swaps, Effective Date or Date Assumed           Dec. 01, 2022 Dec. 01, 2022            
Interest rate, maturity date           Dec. 01, 2025 Dec. 01, 2025            
Interest Rate Cap | SOFR Cap December 2, 2024                          
Derivative [Line Items]                          
Derivative, notional amount               $ 100,000     $ 100,000    
Interest Rate Swaps, Strike           4.75% 4.75% 4.75%     4.75%    
Interest Rate Swaps, Effective Date or Date Assumed           Dec. 01, 2022 Dec. 01, 2022            
Interest rate, maturity date           Dec. 02, 2024 Dec. 02, 2024            
Interest Rate Cap | SOFR Cap December 2, 2024                          
Derivative [Line Items]                          
Derivative, notional amount               $ 100,000     $ 100,000    
Interest Rate Swaps, Strike           4.75% 4.75% 4.75%     4.75%    
Interest Rate Swaps, Effective Date or Date Assumed           Dec. 01, 2022 Dec. 01, 2022            
Interest rate, maturity date           Dec. 02, 2024 Dec. 02, 2024            
Interest Rate Cap | SOFR Cap May 1, 2025                          
Derivative [Line Items]                          
Derivative, notional amount [1]               $ 100,000          
Interest Rate Swaps, Strike [1]           1.50%   1.50%          
Interest Rate Swaps, Effective Date or Date Assumed [1]           May 01, 2024              
Interest rate, maturity date [1]           May 01, 2025              
Interest Rate Cap | SOFR Cap July 1, 2025                          
Derivative [Line Items]                          
Derivative, notional amount [1]               $ 100,000          
Interest Rate Swaps, Strike [1]           2.00%   2.00%          
Interest Rate Swaps, Effective Date or Date Assumed [1]           Jul. 01, 2024              
Interest rate, maturity date [1]           Jul. 01, 2025              
Interest Rate Cap | SOFR Cap December 1, 2026                          
Derivative [Line Items]                          
Derivative, notional amount [2]               $ 200,000          
Interest Rate Swaps, Strike [2]           5.50%   5.50%          
Interest Rate Swaps, Effective Date or Date Assumed [2]           Dec. 02, 2024              
Interest rate, maturity date [2]           Dec. 01, 2026              
Interest Rate Cap | CORRA Swap March 7, 2027                          
Derivative [Line Items]                          
Derivative, notional amount [3]               $ 74,524          
Interest Rate Swaps, Strike [3]           3.93%   3.93%          
Interest Rate Swaps, Effective Date or Date Assumed [3]           Mar. 12, 2024              
Interest rate, maturity date [3]           Mar. 07, 2027              
Interest Rate Cap | SOFR Cap June 28, 2024                          
Derivative [Line Items]                          
Derivative, notional amount                     $ 125,000    
Interest Rate Swaps, Strike             2.00%       2.00%    
Interest Rate Swaps, Effective Date or Date Assumed             Jun. 01, 2022            
Interest rate, maturity date             Jun. 28, 2024            
Foreign Currency Forward                          
Derivative [Line Items]                          
Derivative, notional amount                       $ 30,000,000  
Foreign Currency Forward, Notional Amount   $ 132,400,000 $ 134,400,000   $ 125,900,000               $ 137,700,000
Foreign Currency Forward, Maturity Date Feb. 15, 2024 Apr. 12, 2024 Jul. 06, 2023 Oct. 12, 2023 Apr. 12, 2023                
Foreign Currency Forward | Denominated in CAD April 11, 2025                          
Derivative [Line Items]                          
Foreign Currency Forward, Notional Amount [3]           $ 136,746              
Foreign Currency Forward, Strike | $ / Unit [3]           1.3648   1.3648          
Foreign Currency Forward, Effective Date or Date Assumed [3]           Apr. 12, 2024              
Foreign Currency Forward, Maturity Date [3]           Apr. 11, 2025              
Foreign Currency Forward | Denominated in CAD April 12, 2024                          
Derivative [Line Items]                          
Foreign Currency Forward, Notional Amount [4]             $ 132,350            
Foreign Currency Forward, Strike | $ / Unit [4]             1.3273       1.3273    
Foreign Currency Forward, Effective Date or Date Assumed [4]             Jul. 05, 2023            
Foreign Currency Forward, Maturity Date [4]             Apr. 12, 2024            
Foreign Currency Forward | Denominated in CAD January 16, 2024                          
Derivative [Line Items]                          
Foreign Currency Forward, Notional Amount [4]             $ 30,000            
Foreign Currency Forward, Strike | $ / Unit [4]             1.3782       1.3782    
Foreign Currency Forward, Effective Date or Date Assumed [4]             Nov. 16, 2023            
Foreign Currency Forward, Maturity Date [4]             Jan. 16, 2024            
[1] We deferred payment on this SOFR cap until its maturity.
[2] We deferred payment on this SOFR cap until January 2, 2025, at which point, monthly payments will become due on the first of each month until the date of its maturity.
[3] Notional amounts shown are denominated in CAD.
[4] Notional amount shown is denominated in CAD.
XML 62 R55.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments - Additional Information (Detail)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 12, 2024
USD ($)
Jan. 16, 2024
$ / Unit
Jul. 05, 2023
USD ($)
Apr. 12, 2023
USD ($)
Oct. 12, 2022
Apr. 12, 2021
CAD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
CAD ($)
May 01, 2024
USD ($)
Apr. 12, 2024
CAD ($)
$ / Unit
Mar. 07, 2024
USD ($)
Feb. 16, 2024
$ / Unit
Nov. 16, 2023
USD ($)
$ / Unit
Nov. 09, 2023
CAD ($)
$ / Unit
Oct. 12, 2023
CAD ($)
Oct. 11, 2023
CAD ($)
$ / Unit
Jul. 05, 2023
CAD ($)
Apr. 12, 2023
CAD ($)
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, notional amount                         $ 136,476,000                
Derivative, Foreign Currency Option Strike Price | $ / Unit   1.3781                     1.3648                
Settlement amount of hedge                           $ 0.5              
Foreign currency forward contract gains (loss) $ 3.5   $ 1.2 $ 6.4                                  
Foreign Currency Forward, Maturity Date                 Mar. 07, 2024                        
Gain (loss) on foreign currency hedge contract, ineffective portion             $ 0.4 $ (2.8) $ 1.7 $ (3.2)                      
Cash flow hedges reclassified to reduce interest expense             $ 0.1   $ 0.1                        
Hedge Cash Settlement On February Sixteen Two Thousand Twenty Four                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, Foreign Currency Option Strike Price | $ / Unit                             1.3781            
Hedge Cash Settlement On October Eleven Two Thousand Twenty Three                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, notional amount                                 $ 137,669,000   $ 137,664,000    
Derivative, Foreign Currency Option Strike Price | $ / Unit                                 1.3767   1.3766    
Hedge Cash Settlement On November Sixteen Two Thousand Twenty Three                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, Foreign Currency Option Strike Price | $ / Unit                               1.3782          
2027 NBC Loan                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, notional amount                     $ 75,000,000                    
Interest rate, maturity date                 Mar. 07, 2027                        
Interest Rate Swaps, Strike             3.926%   3.926%   3.926%                    
Foreign Currency Forward                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, notional amount                               $ 30.0          
Foreign Currency Forward, Notional Amount           $ 125,900,000                       $ 137,700,000   $ 132,400,000 $ 134,400,000
Foreign Currency Forward, Maturity Date   Feb. 15, 2024 Apr. 12, 2024 Jul. 06, 2023 Oct. 12, 2023 Apr. 12, 2023                              
Interest Rate Caps                                          
Derivative Instruments And Hedging Activities Disclosures [Line Items]                                          
Derivative, notional amount                       $ 8.2                  
XML 63 R56.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Detail) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Interest Rate Swap | Other assets    
Derivatives Fair Value [Line Items]    
Derivative fair value, assets $ 1,023 $ 3,485
Interest Rate Swap | Accounts payable and accrued liabilities    
Derivatives Fair Value [Line Items]    
Derivative fair value, liability [1] 1,527 0
Foreign Currency Hedges | Accounts payable and accrued liabilities    
Derivatives Fair Value [Line Items]    
Derivative fair value, liability $ 355 $ 985
[1] Included herein is the value of certain SOFR interest rate caps, net of approximately $8.2 million in deferred payments, as well as the fair value of our CORRA swap.
XML 64 R57.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments - Schedule of Fair Value of Derivative Financial Instruments and Classification In Consolidated Balance Sheets (Parenthetical) (Detail)
$ in Millions
Jun. 30, 2024
USD ($)
Apr. 12, 2024
CAD ($)
Derivatives, Fair Value [Line Items]    
Interest rate cap, amount   $ 136,476,000
Interest Rate Swap | SOFR    
Derivatives, Fair Value [Line Items]    
Interest rate cap, amount $ 8.2  
XML 65 R58.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Derivative Instruments - Summary of Effect of Derivative Financial Instruments Designated for Hedge Accounting, on Consolidated Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Derivative Instruments And Hedging Activities Disclosures [Line Items]        
Gain (Loss) Recognized in OCI $ 683 $ 935 $ 2,447 $ 317
Gain (Loss) Reclassified from OCI 987 1,347 1,901 2,314
Interest Rate Swap        
Derivative Instruments And Hedging Activities Disclosures [Line Items]        
Gain (Loss) Recognized in OCI 12   (48)  
Gain (Loss) Reclassified from OCI 143 5 184 51
Interest Rate Cap        
Derivative Instruments And Hedging Activities Disclosures [Line Items]        
Gain (Loss) Recognized in OCI 167 1,897 635 1,371
Gain (Loss) Reclassified from OCI 844 1,342 1,717 2,263
Foreign Exchange Forwards        
Derivative Instruments And Hedging Activities Disclosures [Line Items]        
Gain (Loss) Recognized in OCI $ 504 $ (962) $ 1,860 $ (1,054)
XML 66 R59.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Income Taxes - Summary of the Company's Income tax Expense (Benefit) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Current Federal income tax expense (benefit) $ 0 $ 41 $ 0 $ 93
Current State income tax expense (benefit) 9 8 18 18
Current Canadian income tax expense (benefit) 184 122 299 217
Current Income Tax Expense (Benefit), Total 193 171 317 328
Deferred Federal income tax expense (benefit) 56 (3) 125 (5)
Deferred State income tax expense (benefit) 1 (1) 3 (1)
Deferred Canadian income tax expense (benefit) 97 (301) 244 (179)
Deferred Income Tax Expense (Benefit), Total 154 (305) 372 (185)
Federal Income Tax Expense (benefit) 56 38 125 88
State income tax expense (benefit) 10 7 21 17
Canadian income tax expense (benefit) 281 (179) 543 38
Income Tax Expense (Benefit), Total $ 347 $ (134) $ 689 $ 143
XML 67 R60.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Deferred tax assets:    
Intangible contract assets $ (12) $ (18)
Total deferred tax liability (9,595) (9,905)
Deferred tax assets:    
Solar related tax assets 1,641 1,267
Total deferred tax assets 9,135 8,828
Valuation allowance (1,056) (667)
Net deferred tax liabilities (1,516) (1,744)
Canadian Entities [Member]    
Deferred tax assets:    
Canadian non-capital losses 7,494 7,561
Net deferred tax liabilities $ (9,583) $ (9,887)
XML 68 R61.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Income Tax [Line Items]    
Valuation allowance $ 1,056 $ 667
Canada Revenue Agency Member    
Income Tax [Line Items]    
Non capital loss carryforwards 23,400 24,900
Valuation allowance $ 1,100 $ 700
Earliest Tax Year [Member]    
Income Tax [Line Items]    
Non-Capital Losses Expiration Year 2032  
Latest Tax Year [Member]    
Income Tax [Line Items]    
Non-Capital Losses Expiration Year 2043  
XML 69 R62.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Segment
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Segment Reporting Information [Line Items]          
Number of reportable business segments | Segment     2    
Asset [1] $ 1,877,585   $ 1,877,585   $ 1,895,641
Income (loss) from operations 17,677 $ 18,609 33,677 $ 35,511  
Self Storage          
Segment Reporting Information [Line Items]          
Asset [2] 1,782,428   1,782,428   1,798,511
Income (loss) from operations 23,751 22,434 45,574 44,381  
Self Storage | Canada          
Segment Reporting Information [Line Items]          
Asset 166,200   166,200   174,000
Revenues 5,700 $ 5,600 11,100 10,900  
Corporate and Other          
Segment Reporting Information [Line Items]          
Asset 48,737   48,737   55,369
Corporate and Other | Canada | JV Properties          
Segment Reporting Information [Line Items]          
Asset $ 36,400   36,400   $ 35,800
Income (loss) from operations     $ 700 $ 900  
[1] Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.
[2] Included in the assets of the Self Storage segment as of June 30, 2024 and December 31, 2023 was approximately $52.2 million of goodwill. Additionally, as of June 30, 2024 and December 31, 2023, there were no accumulated impairment charges to goodwill within the Self Storage segment.
XML 70 R63.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures - Summary of Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Total revenues $ 59,163 $ 59,590 $ 116,205 $ 116,726
Operating expenses:        
General and administrative 7,813 7,182 15,240 13,719
Depreciation 13,636 13,376 27,221 26,648
Intangible amortization expense 173 1,836 245 3,756
Acquisition expenses 12 11 82 42
Total operating expenses 41,486 40,981 82,528 81,215
Income from operations 17,677 18,609 33,677 35,511
Other income (expense):        
Other, net (125) 1,193 384 1,943
Interest expense (17,294) (14,905) (33,848) (29,608)
Income tax (expense) benefit (347) 134 (689) (143)
Loss on debt extinguishment 0 0 (471) 0
Net (loss) income (705) 4,279 (2,344) 6,312
Self Storage Rental Revenue        
Revenues:        
Total revenues 52,660 51,678 103,129 102,955
Ancillary Operating Revenue        
Revenues:        
Total revenues 2,324 2,180 4,516 4,371
Managed REIT Platform Revenue        
Revenues:        
Total revenues 2,670 4,320 5,405 6,597
Reimbursable Costs from Managed REITs        
Revenues:        
Total revenues 1,509 1,412 3,155 2,803
Operating expenses:        
Operating expenses 1,509 1,412 3,155 2,803
Property Operating Expenses        
Operating expenses:        
Operating expenses 17,695 16,483 35,085 33,016
Managed REIT Platform Expenses        
Operating expenses:        
Operating expenses 648 681 1,500 1,231
Managed REITS        
Other income (expense):        
Equity in earnings (losses) from investments (257) (216) (709) (450)
JV Properties        
Other income (expense):        
Equity in earnings (losses) from investments (359) (536) (688) (941)
Self Storage        
Revenues:        
Total revenues 54,984 53,858 107,645 107,326
Operating expenses:        
Depreciation 13,402 13,143 26,756 26,229
Intangible amortization expense 124 1,787 148 3,658
Acquisition expenses 12 11 82 42
Total operating expenses 31,233 31,424 62,071 62,945
Income from operations 23,751 22,434 45,574 44,381
Other income (expense):        
Other, net (760) 505 (772) 221
Interest expense (17,253) (14,863) (33,765) (29,524)
Income tax (expense) benefit (251) (188) (530) (290)
Loss on debt extinguishment     (471)  
Net (loss) income 5,487 7,888 10,036 14,788
Self Storage | Self Storage Rental Revenue        
Revenues:        
Total revenues 52,660 51,678 103,129 102,955
Self Storage | Ancillary Operating Revenue        
Revenues:        
Total revenues 2,324 2,180 4,516 4,371
Self Storage | Property Operating Expenses        
Operating expenses:        
Operating expenses 17,695 16,483 35,085 33,016
Managed REIT Platform        
Revenues:        
Total revenues 4,179 5,732 8,560 9,400
Operating expenses:        
Intangible amortization expense 49 49 97 98
Total operating expenses 2,206 2,142 4,752 4,132
Income from operations 1,973 3,590 3,808 5,268
Other income (expense):        
Other, net 406 696 1,209 1,839
Income tax (expense) benefit (81) (44) (135) (86)
Net (loss) income 2,041 4,026 4,173 6,571
Managed REIT Platform | Managed REIT Platform Revenue        
Revenues:        
Total revenues 2,670 4,320 5,405 6,597
Managed REIT Platform | Reimbursable Costs from Managed REITs        
Revenues:        
Total revenues 1,509 1,412 3,155 2,803
Operating expenses:        
Operating expenses 1,509 1,412 3,155 2,803
Managed REIT Platform | Managed REIT Platform Expenses        
Operating expenses:        
Operating expenses 648 681 1,500 1,231
Managed REIT Platform | Managed REITS        
Other income (expense):        
Equity in earnings (losses) from investments (257) (216) (709) (450)
Corporate and other        
Operating expenses:        
General and administrative 7,813 7,182 15,240 13,719
Depreciation 234 233 465 419
Total operating expenses 8,047 7,415 15,705 14,138
Income from operations (8,047) (7,415) (15,705) (14,138)
Other income (expense):        
Other, net 229 (8) (53) (117)
Interest expense (41) (42) (83) (84)
Income tax (expense) benefit (15) 366 (24) 233
Net (loss) income (8,233) (7,635) (16,553) (15,047)
Corporate and other | JV Properties        
Other income (expense):        
Equity in earnings (losses) from investments $ (359) $ (536) $ (688) $ (941)
XML 71 R64.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures - Summary of Total Assets by Segment (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets [1] $ 1,877,585 $ 1,895,641
Self Storage    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets [2] 1,782,428 1,798,511
Managed REIT Platform    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets [3] 46,420 41,761
Corporate and Other    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets $ 48,737 $ 55,369
[1] Other than our investments in and advances to Managed REITs and investments in JV properties, substantially all of our investments in real estate facilities and intangible assets as of June 30, 2024 and December 31, 2023, respectively, were associated with our self storage platform.
[2] Included in the assets of the Self Storage segment as of June 30, 2024 and December 31, 2023 was approximately $52.2 million of goodwill. Additionally, as of June 30, 2024 and December 31, 2023, there were no accumulated impairment charges to goodwill within the Self Storage segment.
[3] Included in the assets of the Managed REIT Platform segment as of June 30, 2024 and December 31, 2023 was approximately $1.4 million of goodwill. Such goodwill is net of accumulated impairment charges in the Managed REIT Platform segment of approximately $24.7 million, which relates to the impairment charge recorded during the quarter ended March 31, 2020.
XML 72 R65.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Segment Disclosures - Summary of Total Assets by Segment (Parenthetical) (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Mar. 31, 2020
Segment Reporting Asset Reconciling Item [Line Items]      
Goodwill $ 53,643 $ 53,643  
Self Storage      
Segment Reporting Asset Reconciling Item [Line Items]      
Goodwill 52,200 52,200  
Accumulated impairment charges to goodwill 0 0  
Managed REIT Platform      
Segment Reporting Asset Reconciling Item [Line Items]      
Goodwill $ 1,400 $ 1,400  
Accumulated impairment charges to goodwill     $ 24,700
XML 73 R66.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Additional Information (Detail)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 28, 2024
USD ($)
May 02, 2024
USD ($)
Dec. 15, 2023
USD ($)
Nov. 01, 2023
$ / shares
Jun. 13, 2023
USD ($)
May 02, 2023
USD ($)
Jan. 30, 2023
USD ($)
shares
Dec. 20, 2022
USD ($)
Aug. 09, 2022
USD ($)
Jun. 01, 2022
USD ($)
Dec. 30, 2021
USD ($)
StorageFacility
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
StorageFacility
shares
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Mar. 31, 2024
Jan. 31, 2023
USD ($)
Aug. 29, 2022
USD ($)
Oct. 07, 2021
USD ($)
Mar. 10, 2021
USD ($)
Related Party Transaction [Line Items]                                            
Percentage of investment fee due upon closing             1.00%                              
Upfront sales commission       3.00%                                    
Upfront dealer manager       3.00%                                    
Organization and offering expense       1.00%                                    
Fully repayment of debt                           $ 0 $ 12,017,000              
Outstanding principal, plus accrued interest                           $ 0 12,017,000              
Number of self storage facilities | StorageFacility                     2     155                
Principal borrowing amount                                         $ 700,000,000  
Maturity Date Range, Start Dec. 31, 2024                                          
Maturity Date Range, End Dec. 31, 2025                                          
Other Income                                            
Related Party Transaction [Line Items]                                            
Dividend distribution received                       $ 100,000 $ 100,000 $ 200,000 200,000              
SST VI Advisory Agreement                                            
Related Party Transaction [Line Items]                                            
Rate of acquisition fees of purchase price of contract                       1.00%   1.00%                
Monthly asset management fee                           0.0625%                
Reimbursable costs                               $ 39,000            
Monthly asset management fee one twelfth of less than one percentage of average invested assets                           one-twelfth of 0.75%                
Strategic Storage Growth Trust I I I Advisory Agreement                                            
Related Party Transaction [Line Items]                                            
Rate of acquisition fees of purchase price of contract                       1.00%   1.00%                
Monthly asset management fee                           0.0625%                
Monthly asset management fee one twelfth of less than one percentage of average invested assets                           one-twelfth of 0.75%                
Strategic Storage Growth Trust I I I Advisory Agreement | Disposition Fee                                            
Related Party Transaction [Line Items]                                            
Rate of disposition fee of contract sales price                       1.50%   1.50%                
Strategic Storage Growth Trust I I I Advisory Agreement | Disposition Fee | Pacific Oak Holding Group                                            
Related Party Transaction [Line Items]                                            
Rate of disposition fee of contract sales price                                   10.00%        
Administrative Services Agreement                                            
Related Party Transaction [Line Items]                                            
Receivables due from related parties                       $ 25,000,000   $ 25,000,000   11,000,000            
SST VI OP                                            
Related Party Transaction [Line Items]                                            
Purchase units of limited partnership interest | shares             600,000                              
Purchase commitment amount             $ 15,000,000                              
Description of preferred investor distributions             SmartStop, through its subsidiary, received distributions, payable monthly in arrears, at a rate of 7.0% per annum from the date of issuance until the second anniversary of the date of issuance, 8.0% per annum commencing thereafter until the third anniversary of the date of issuance, 9.0% per annum commencing thereafter until the fourth anniversary of the date of issuance, and 10% per annum thereafter, payable monthly.                              
SST VI OP | Up to Second Anniversary                                            
Related Party Transaction [Line Items]                                            
Rate of distributions payable monthly in arrears             7.00%                              
SST VI OP | Up to Third Anniversary                                            
Related Party Transaction [Line Items]                                            
Rate of distributions payable monthly in arrears             8.00%                              
SST VI OP | Up to Fourth Anniversary                                            
Related Party Transaction [Line Items]                                            
Rate of distributions payable monthly in arrears             9.00%                              
SST VI OP | Investment Thereafter                                            
Related Party Transaction [Line Items]                                            
Rate of distributions payable monthly in arrears             10.00%                              
SST VI OP | Other Income                                            
Related Party Transaction [Line Items]                                            
Loss related to equity interest                       100,000 300,000 400,000 500,000              
Property Management Agreement                                            
Related Party Transaction [Line Items]                                            
Our former external property management fee                           $ 3,000                
Percentage of fee of former external property managers                           6.00%                
Construction management fee                           5.00%                
Cost of construction or capital improvement work                           $ 10,000                
One time fee for former external property managers                           3,750                
Write-off of carrying value related to intangible asset                   $ 600,000                        
Property Management Agreement | Other Income                                            
Related Party Transaction [Line Items]                                            
Change in deferred tax liability                                 $ 200,000          
SmartStop OP                                            
Related Party Transaction [Line Items]                                            
Investment                                           $ 5,000,000
Investment of preferred investor                                       $ 5,000,000    
SSGT III OP                                            
Related Party Transaction [Line Items]                                            
Outstanding amount                       0   0   4,000,000            
SSGT III OP | Other Income                                            
Related Party Transaction [Line Items]                                            
Loss related to equity interest                       100,000 $ 200,000 300,000 400,000              
Dividend distribution received                       100,000   0.1 $ 100,000              
SST VI                                            
Related Party Transaction [Line Items]                                            
Payables incurred to related parties                       600,000   1,300,000                
Payables to related parties                       200,000   $ 200,000                
Purchase units of limited partnership interest | shares                           871,000                
Reimbursement of stock dividend     $ 6,600,000                     $ 8,100,000                
Offering price | $ / shares       $ 9.3                                    
Public offering expiry date       Mar. 17, 2024                                    
Variable Entity Maximum Offering                       1,000,000,000   1,000,000,000                
Maximum commitment                       62,500,000   62,500,000                
Fully repayment of debt           $ 51,700,000                                
Outstanding principal, plus accrued interest           $ 51,700,000                                
Debt instrument, description of variable rate basis         SOFR plus 3.0%                                  
Debt instrument, description of variable rate basis, extended SOFR plus 4.0%       SOFR plus 4.0%                                  
Principal borrowing amount         $ 15,000,000                                  
Commitment fee percentage         1.00%                                  
Borrowing capacity $ 25,000,000                                          
Principal borrowing amount, currently available                       15,000,000   $ 15,000,000                
SST VI Mezzanine Loan                                            
Related Party Transaction [Line Items]                                            
Outstanding amount                                 $ 35,000,000   $ 15,000,000      
Commitment fee percentage                     1.00%                      
SST VI Mezzanine Loan | Minimum                                            
Related Party Transaction [Line Items]                                            
Increased the principal borrowing amount               $ 45,000,000                            
SST VI Mezzanine Loan | Maximum                                            
Related Party Transaction [Line Items]                                            
Debt issued                     $ 45,000,000                      
Increased the principal borrowing amount               $ 55,000,000                            
SST VI Mezzanine Loan | Pacific Oak Holding Group                                            
Related Party Transaction [Line Items]                                            
Debt instrument, description of variable rate basis               SOFR plus 3.0%.     LIBOR plus 3.0%.                      
SSGT III Mezzanine Loan                                            
Related Party Transaction [Line Items]                                            
Debt issued                 $ 50,000,000                          
Line of credit facility, current borrowing capacity                 $ 42,000,000                          
Fully repayment of debt   $ 1,000,000                                        
Outstanding principal, plus accrued interest   $ 1,000,000                                        
Debt instrument, description of variable rate basis               SOFR plus 3.0%                            
Number of operating self storage property | StorageFacility                           7                
Principal borrowing amount                       $ 1,500,000   $ 1,500,000   $ 1,500,000            
Commitment fee percentage                 1.00%                          
SSGT III Mezzanine Loan | Minimum                                            
Related Party Transaction [Line Items]                                            
Increased the principal borrowing amount               $ 50,000,000                            
SSGT III Mezzanine Loan | Maximum                                            
Related Party Transaction [Line Items]                                            
Increased the principal borrowing amount               $ 77,000,000                            
SSGT III Mezzanine Loan | Upon Achievement Of Certain Financial Conditions                                            
Related Party Transaction [Line Items]                                            
Debt instrument, description of variable rate basis               SOFR plus 4.0%                            
XML 74 R67.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Additional Information (Details1) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Apr. 29, 2024
Feb. 01, 2024
Nov. 01, 2023
Oct. 25, 2022
Mar. 01, 2022
Oct. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Aug. 07, 2024
May 02, 2023
Managed REIT Platform Expenses                          
Related Party Transaction [Line Items]                          
Reimbursements payable to SAM under the Administrative Services Agreement             $ 216,000 $ 102,000 $ 358,000 $ 169,000      
Managed REIT Platform Revenue                          
Related Party Transaction [Line Items]                          
Percentage of revenue from tenant protection programs                 0.10%        
Strategic Transfer Agent Services, LLC                          
Related Party Transaction [Line Items]                          
Transition Fee $ 150,000                        
TRS Subsidiary | Managed REIT Platform Revenue                          
Related Party Transaction [Line Items]                          
Percentage of revenue from tenant protection programs                 99.90%        
Pacific Oak Holding Group                          
Related Party Transaction [Line Items]                          
Variable interest entity non-voting ownership percentage                 10.00%        
Managed REIT                          
Related Party Transaction [Line Items]                          
Equity method investment, ownership percentage             0.10%   0.10%        
Managed REIT | TRS Subsidiary                          
Related Party Transaction [Line Items]                          
Equity method investment, ownership percentage             99.90%   99.90%        
Related Party | Managed REIT Platform Revenue                          
Related Party Transaction [Line Items]                          
Receivables due from related parties             $ 16,300,000   $ 16,300,000   $ 6,500,000    
SmartStop Asset Management | Strategic Transfer Agent Services, LLC                          
Related Party Transaction [Line Items]                          
Percentage of membership interest                 100.00%        
SST VI                          
Related Party Transaction [Line Items]                          
Public offering extended expiry date   Mar. 17, 2025 Sep. 12, 2025                    
Offering price     $ 9.3                    
SST VI | Subsequent Event                          
Related Party Transaction [Line Items]                          
Offering price                       $ 10  
SST VI | Class A Common stock                          
Related Party Transaction [Line Items]                          
Offering price     10                    
SST VI | Class A Common stock | Subsequent Event                          
Related Party Transaction [Line Items]                          
Offering price                       10  
SST VI | Class A Common stock | Maximum                          
Related Party Transaction [Line Items]                          
Offering price     $ 10                    
SST VI | Class A Common stock | Maximum | Subsequent Event                          
Related Party Transaction [Line Items]                          
Offering price                       $ 10  
SST VI Advisory Agreement | Pacific Oak Holding Group                          
Related Party Transaction [Line Items]                          
Variable interest entity non-voting ownership percentage         10.00%                
SST VI Advisory Agreement | Class W                          
Related Party Transaction [Line Items]                          
Percentage of offering cost without reimbursement       1.50%   1.00%              
Cost incurred in public offering                     59,000    
SST VI Advisory Agreement | Class Z                          
Related Party Transaction [Line Items]                          
Percentage of offering cost without reimbursement                 1.50%        
Cost incurred in public offering             5,000   $ 17,000        
Administrative Services Agreement                          
Related Party Transaction [Line Items]                          
Receivables due from related parties             25,000,000   25,000,000   $ 11,000,000    
Administrative Services Agreement | Managed REIT Platform Expenses                          
Related Party Transaction [Line Items]                          
Administrative service fees             $ 68,000 $ 460,000 $ 121,000 $ 500,000      
SST VI OP | Series A Convertible Preferred Stock [Member]                          
Related Party Transaction [Line Items]                          
Preferred stock shares redeemed                         600,000
Interest Payable                         $ 15,100,000
XML 75 R68.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Summary of Related Party Costs (Detail) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Related party costs, Incurred $ 658 $ 1,479
Related party costs, Paid 664 1,473
Due to affiliates 410 416
Dealer Manager    
Related Party Transaction [Line Items]    
Due to affiliates 410 416
Transfer Agent fees    
Related Party Transaction [Line Items]    
Related party costs, Incurred 658 1,479
Related party costs, Paid 664 1,473
Transfer Agent fees | Dealer Manager    
Related Party Transaction [Line Items]    
Due to affiliates 69 75
Other | Dealer Manager    
Related Party Transaction [Line Items]    
Due to affiliates $ 341 $ 341
XML 76 R69.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Summary of Fees and Revenue Related to the Managed REITs (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues $ 2,869 $ 4,320 $ 5,785 $ 6,597
Sponsor funding reduction [1] (199) 0 (380) 0
Total Managed REIT Platform Revenues 2,670 4,320 5,405 6,597
Asset Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 1,402 946 2,799 1,710
Property Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 788 535 1,522 992
Tenant Protection Program        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 467 270 911 486
Acquisition Fees        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 58 2,407 92 3,107
Strategic Storage Trust VI Advisory Agreement | Asset Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 1,067 724 2,127 1,316
Strategic Storage Trust VI Advisory Agreement | Property Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 415 280 808 511
Strategic Storage Trust VI Advisory Agreement | Tenant Protection Program        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 292 170 565 313
SSGT III Advisory Agreement | Asset Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 335 222 672 394
Strategic Storage Growth Trust I I I Property Management Agreement | Property Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 134 76 258 131
JV Properties Property Management Agreement | Property Management        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 239 179 456 350
JV Properties Property Management Agreement | Tenant Protection Program        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 82 65 170 123
Strategic Storage Growth Trust I I I Tenant Protection Program Revenue | Tenant Protection Program        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 93 35 176 50
Strategic Storage Trust VI Acquisition Fees Revenue | Acquisition Fees        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 0 1,922 34 2,465
Strategic Storage Growth Trust III Acquisition Fees Revenue | Acquisition Fees        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues 58 485 58 642
Other Managed REIT Revenue        
Related Party Transaction [Line Items]        
Managed REIT Platform Revenues [2] $ 154 $ 162 $ 461 $ 302
[1] Pursuant to the Sponsor Funding Agreement, SmartStop funds certain costs of SST VI's share sales, and in return receives Series C Units in SST VI's OP. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI.
[2] Such revenue primarily includes other property management related fees, construction management fees, development fees, and other miscellaneous revenues.
XML 77 R70.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Summary of Related Party Carrying Value of Investments In Advances (Detail) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Total investments in and advances $ 39,837 $ 34,391
SSGT III OP    
Related Party Transaction [Line Items]    
Receivables 2,654 629
Total investments in and advances 5,869 8,291
SSGT III OP | SSGT III Mezzanine Loan    
Related Party Transaction [Line Items]    
Debt [1] 0 4,000
SSGT III OP | SSGT III OP Units and SSGT III SLP    
Related Party Transaction [Line Items]    
Equity 3,215 3,662
SST VI    
Related Party Transaction [Line Items]    
Receivables 13,642 5,861
Total investments in and advances 33,934 26,100
SST VI | SST VI Note    
Related Party Transaction [Line Items]    
Debt [2] 15,000 15,000
SST VI | SST VI OP Units and SLP [Member]    
Related Party Transaction [Line Items]    
Equity 1,363 1,932
SST VI | SST VI Class C Subordinated Units [Member]    
Related Party Transaction [Line Items]    
Equity $ 3,929 $ 3,307
[1] As of June 30, 2024 and December 31, 2023, $1.5 million was available to be drawn on the SSGT III Mezzanine Loan. The SSGT III Mezzanine Loan expired on the maturity date of August 9, 2024, as such there is no further ability for SSGT III to borrow on this loan. On July 31, 2024, our operating partnership provided a bridge loan to an indirect wholly-owned subsidiary of SSGT III for $20.0 million to facilitate SSGT III's acquisition of two properties. Please see Note 14 – Subsequent Events for additional detail.
[2] (1) On July 29, 2024, SST VI borrowed an additional $8.0 million on the SST VI Note, such that $23.0 million was outstanding on such loan
XML 78 R71.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Related Party Transactions - Summary of Related Party Carrying Value of Investments In Advances (Parenthetical) (Detail)
$ in Thousands
6 Months Ended
Jul. 31, 2024
USD ($)
Property
May 02, 2024
USD ($)
May 02, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jul. 29, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jun. 13, 2023
USD ($)
Jan. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Oct. 07, 2021
USD ($)
Related Party Transaction [Line Items]                      
Principal borrowing amount                     $ 700,000
Fully repayment of debt       $ 0 $ 12,017            
SST VI                      
Related Party Transaction [Line Items]                      
Principal borrowing amount               $ 15,000      
Fully repayment of debt     $ 51,700                
SSGT III Mezzanine Loan                      
Related Party Transaction [Line Items]                      
Principal borrowing amount       $ 1,500     $ 1,500        
Debt instrument, maturity date       Aug. 09, 2024              
Fully repayment of debt   $ 1,000                  
SSGT III Mezzanine Loan | Subsequent Event                      
Related Party Transaction [Line Items]                      
Bridge Loan $ 20,000                    
Number of properties acquired | Property 2                    
SST VI Note | SST VI | Subsequent Event                      
Related Party Transaction [Line Items]                      
Outstanding amount           $ 8,000          
Outstanding Loan Balance           $ 23,000          
SST VI Mezzanine Loan                      
Related Party Transaction [Line Items]                      
Outstanding amount                 $ 15,000 $ 35,000  
XML 79 R72.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity Based Compensation - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Unrecognized compensation expense related to non-vested equity awards   $ 10,900,000   $ 10,900,000   $ 6,800,000
Unrecognized compensation expense, expected weighted average-recognition period       2 years 6 months   2 years 2 months 12 days
Property Operating Expenses            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Share based compensation expense   56,000 $ 37,000 $ 115,000 $ 76,000  
General and Administrative Expense            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Share based compensation expense   $ 1,400,000 $ 1,400,000 $ 2,400,000 $ 2,400,000  
Time Based Awards | Restricted Stock            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period       3 years    
Issuance of equity Award       45,904   43,720
Time Based Awards | LTIPs            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Issuance of equity Award       315,962   315,915
Time Based Awards | LTIPs | Executive Officers            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period 4 years          
Issuance of equity Award 274,183          
Performance Based Awards            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period       3 years    
Awards vesting date       Mar. 31, 2025    
Performance Based Awards | Restricted Stock            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria       100.00%    
Share based compensation arrangement by share based payment award voting rights       do not have    
Issuance of equity Award [1]           5,752
Performance Based Awards | LTIPs            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria       200.00%    
Description of distribution and allocation of profits and losses       Recipients of performance based LTIP Units are issued LTIP Units at 200% of the targeted award and are entitled to receive distributions and allocations of profits and losses with respect to the performance based LTIP Units as of the effective date of each award in an amount equal to 10% of the distributions and allocations available to such LTIP Units, until the Distribution Participation Date (as defined in the Operating Partnership Agreement). The remaining 90% of distributions will accrue and will be payable on the Distribution Participation Date based upon the performance level attained and number of performance based LTIP Units that vest.    
Share based compensation arrangement by share based payment award voting rights       one vote per LTIP Unit    
Issuance of equity Award       270,096   271,199 [1]
Performance Based Awards | LTIPs | Executive Officers            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period 3 years          
Percentage of established target performance criteria 200.00%          
Issuance of equity Award 270,096          
Employee and Director Long-term Incentive Plan            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares available for issuance   8,736,905   8,736,905    
2023 Performance Based Awards            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Awards vesting year       Mar. 31, 2026    
2024 Performance Based Awards            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Awards vesting year       Mar. 31, 2027    
Minimum | Time Based Awards | Restricted Stock            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period       1 year    
Minimum | Performance Based Awards | Restricted Stock            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria       0.00%    
Minimum | Performance Based Awards | LTIPs | Executive Officers            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria 0.00%          
Maximum | Time Based Awards | Restricted Stock            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period       4 years    
Maximum | Performance Based Awards | LTIPs            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria       200.00%    
Maximum | Performance Based Awards | LTIPs | Executive Officers            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of established target performance criteria 200.00%          
[1] On March 2, 2023 the Compensation Committee of the board of directors approved the vesting of the 2020 performance grant at 200% of the targeted award. Accordingly, individuals who elected to receive performance based restricted stock were issued and immediately vested additional shares to equal 200% of their targeted award.
XML 80 R73.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity Based Compensation - Schedule of Non- vested Restricted Stock Grants (Detail) - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Time Based Awards | Restricted Stock    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Unvested Shares, Beginning balance 85,315 145,850
Unvested Shares, Granted 45,904 43,720
Unvested Shares, Vested (47,321) (96,295)
Unvested Shares, Forfeited (4,204) (7,960)
Unvested Shares, Ending Balance 79,694 85,315
Unvested Weighted-Average Grant-Date Fair Value, Beginning balance $ 13.44 $ 11.5
Unvested Weighted-Average Grant-Date Fair Value, Granted 14.3 14.3
Unvested Weighted-Average Grant-Date Fair Value, Vested 12.79 10.86
Unvested Weighted-Average Grant-Date Fair Value, Forfeited 14.28 13.92
Unvested Weighted-Average Grant-Date Fair Value, Ending balance $ 14.28 $ 13.44
Time Based Awards | LTIPs    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Unvested Shares, Beginning balance 380,285 290,641
Unvested Shares, Granted 315,962 315,915
Unvested Shares, Vested (18,048) (226,271)
Unvested Shares, Ending Balance 678,199 380,285
Unvested Weighted-Average Grant-Date Fair Value, Beginning balance $ 12.69 $ 11.16
Unvested Weighted-Average Grant-Date Fair Value, Granted 13.53 13.3
Unvested Weighted-Average Grant-Date Fair Value, Vested 13.3 11.58
Unvested Weighted-Average Grant-Date Fair Value, Ending balance $ 13.06 $ 12.69
Performance Based Awards | Restricted Stock    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Unvested Shares, Beginning balance 0 5,752
Unvested Shares, Granted [1]   5,752
Unvested Shares, Vested   (11,504)
Unvested Shares, Ending Balance 0 0
Unvested Weighted-Average Grant-Date Fair Value, Beginning balance $ 0 $ 9.78
Unvested Weighted-Average Grant-Date Fair Value, Granted [1]   9.78
Unvested Weighted-Average Grant-Date Fair Value, Vested   9.78
Unvested Weighted-Average Grant-Date Fair Value, Ending balance $ 0 $ 0
Performance Based Awards | LTIPs    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Unvested Shares, Beginning balance 533,015 380,536
Unvested Shares, Granted 270,096 271,199 [1]
Unvested Shares, Vested (148,387) (118,720)
Unvested Shares, Ending Balance 654,724 533,015
Unvested Weighted-Average Grant-Date Fair Value, Beginning balance $ 12.16 $ 10.39
Unvested Weighted-Average Grant-Date Fair Value, Granted 13.55 13.3 [1]
Unvested Weighted-Average Grant-Date Fair Value, Vested 9.3 9.09
Unvested Weighted-Average Grant-Date Fair Value, Ending balance $ 13.38 $ 12.16
[1] On March 2, 2023 the Compensation Committee of the board of directors approved the vesting of the 2020 performance grant at 200% of the targeted award. Accordingly, individuals who elected to receive performance based restricted stock were issued and immediately vested additional shares to equal 200% of their targeted award.
XML 81 R74.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Equity Based Compensation - Schedule of Non- vested Restricted Stock Grants (Parenthetical) (Detail)
6 Months Ended
Jun. 30, 2024
Performance Based Awards | 2020 Performance Grant [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Vesting percentage 200.00%
XML 82 R75.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jul. 31, 2024
Jan. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Jan. 15, 2024
Commitments And Contingencies [Line Items]                
Redemptions of common stock, value     $ 1 $ 2 $ 2 $ 2    
Loss contingency other non-cancellable future payments due in year one     2,600   2,600      
Loss contingency other non-cancellable future payment due year two     7,700   7,700      
Loss contingency other non-cancellable future payment due year three     $ 500   $ 500      
Loss contingency other non-cancellable future payment due year one         2024      
Loss contingency other non-cancellable future payment due year two         2025      
Loss contingency other non-cancellable future payment due year three         2026      
Insurance claim for damages         $ 8,300      
Distribution Reinvestment Plan                
Commitments And Contingencies [Line Items]                
Amendment, suspension or termination period of share         10 days      
Description for termination of offering         The DRP Offering may be terminated at any time upon 10 days' prior written notice to stockholders.      
Share Redemption Program                
Commitments And Contingencies [Line Items]                
Amendment, suspension or termination period of share         30 days      
Net asset value per share and redemption price               $ 15.25
Maximum weighted-average number of shares outstanding percentage         5.00%      
Redemptions of common stock (in shares)         1,100,000   1,500,000  
Redemptions of common stock, value $ 8,600 $ 3,900     $ 17,300   $ 22,900  
Operating Partnership Redemption Rights                
Commitments And Contingencies [Line Items]                
Number of shares issuable upon conversion of partnership units         1      
Requisite minimum outstanding period for conversion eligibility         1 year      
Class A and Class T Common Stock | Distribution Reinvestment Plan                
Commitments And Contingencies [Line Items]                
Estimated value per share under distribution reinvestment plan     $ 15.25   $ 15.25      
Class A Common stock | Distribution Reinvestment Plan                
Commitments And Contingencies [Line Items]                
Shares issued pursuant to distribution reinvestment plan         10,000,000      
Class A Common stock | Current DRP Offering                
Commitments And Contingencies [Line Items]                
Shares issued pursuant to distribution reinvestment plan         200,000      
Class T Common stock | Distribution Reinvestment Plan                
Commitments And Contingencies [Line Items]                
Shares issued pursuant to distribution reinvestment plan         1,300,000      
Class T Common stock | Current DRP Offering                
Commitments And Contingencies [Line Items]                
Shares issued pursuant to distribution reinvestment plan         100,000      
Redeemable Common Stock                
Commitments And Contingencies [Line Items]                
Redemptions of common stock, value     $ 8,623 $ 7,237 $ 17,282 $ 11,952    
Redeemable Common Stock | Share Redemption Program                
Commitments And Contingencies [Line Items]                
Redemptions of common stock, value         $ 8,700   $ 19,000  
XML 83 R76.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Declaration of Distributions - Additional Information (Detail) - $ / shares
Jul. 26, 2024
Jun. 26, 2024
Class A Common stock    
Dividend Declared [Line Items]    
Common stock per share outstanding per day declared $ 0.0508 $ 0.0508
Cash distribution record date end Aug. 31, 2024 Jul. 31, 2024
Class T Common stock    
Dividend Declared [Line Items]    
Common stock per share outstanding per day declared $ 0.0508 $ 0.0508
Cash distribution record date end Aug. 31, 2024 Jul. 31, 2024
XML 84 R77.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Subsequent Events - Additional Information (Details)
$ in Millions, $ in Millions
Aug. 13, 2024
USD ($)
Jul. 31, 2024
USD ($)
StorageFacility
Jul. 17, 2024
CAD ($)
Jul. 16, 2024
USD ($)
Apr. 10, 2024
Jul. 18, 2024
USD ($)
Jul. 17, 2024
USD ($)
Jul. 17, 2024
CAD ($)
Subsequent Event [Line Items]                
Percentage of property occupied at time of acquisition         86.00%      
Subsequent Event                
Subsequent Event [Line Items]                
Purchase price $ 30.8     $ 13.2        
Percentage of property occupied at time of acquisition       94.00%        
Subsequent Event | Third-Party                
Subsequent Event [Line Items]                
Joint venture formation,funded amount joint venture           $ 4.9    
Joint venture formation, fair value of joint venture           6.5    
Joint venture formation,additional fund           $ 1.6    
Subsequent Event | SSGT III                
Subsequent Event [Line Items]                
Number of self storage real estate joint ventures | StorageFacility   2            
Subsequent Event | RBC JV Term Loan II                
Subsequent Event [Line Items]                
Term loan     $ 46.0          
Maturity date     Nov. 03, 2025          
Fixed annual rate             4.97% 4.97%
Percentage of joint venture property owned     50.00%          
Percentage of secured obligation     50.00%          
Loan amount             $ 34.1 $ 46.4
Subsequent Event | KeyBank Bridge Loan                
Subsequent Event [Line Items]                
Maturity date   Jul. 31, 2025            
Loan amount   $ 45.0            
Acquisition Cost   $ 20.0            
Net proceeds to pay down within four months   15.00%            
Net proceeds to pay down within six months   35.00%            
Net proceeds to pay down within nine months   55.00%            
Net proceeds to pay down within twelve months   75.00%            
Subsequent Event | KeyBank Bridge Loan | Daily simple SOFR plus.                
Subsequent Event [Line Items]                
Spread on Variable Rate   275.00%            
Subsequent Event | SSGT III Bridge Loan                
Subsequent Event [Line Items]                
Loan amount   $ 20.0            
Subsequent Event | SSGT III Bridge Loan | Daily simple SOFR plus.                
Subsequent Event [Line Items]                
Spread on Variable Rate   300.00%            
EXCEL 85 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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Ð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�OHA?LHKQ<(1ZUF!_:$8$KV(,"+.6+7*D7%DJVB<*#9> MEI!?EJPT,\M+=A:?HY7,&"*T0/;6LY%H)8NR*9YC0+XLV,F;+E "B\*6J5Z81G8JEX0OHRS M29XJ=O;S3P'G]M6G7S_H.^?J?,20NAK&'JP6PV@6EY3( #1E4+*'LA5(Y_51ZQ M"5F>? 8[[QG9H#%@^L=LD'P!@EF>@'X)H?9H69-P_!>YVU [<60#N.7[QN7K M9] USJ=D XU1D:\1,?-\6<)BY?GEX,N\4*I#"0P)K=8)/>@@?IL76 Q6'CR0 MCQYJ'ZT5(3?\BH4+]B6OHF3PN5;^THQO?%H 2Y0TIF%_8Y);GF?C1IN=7W7N MS,/!73:)DP2;4A$+/TLI6T?-&839&R,SB2J]NQ@?U-&F4(J,-/@%,W+$VB $^\''E M,*R#*YF8''6N[WV;@![A-_<'\9L#EP?[^$T_/,)O3F#W\!MZ3^0W 2ZTNZV] MZ;Y):='*%-W:8337"F0 3_@N;S.:#.T^1MM1H;X>9CH/?G9W,U9WG\ITB*G6 M_3>I_BINXS1%NB]M](? -O"==3U.$OKZ* M]QRORWO4;O.>!'EXH4>40AI93NCV4X0Z/$"_,A< MST,XB%ZRPT89$(,(R^:>(3CLB5*3G;"X'PX>XN?_>R'GV AP[!/]3%<_/4AU MPI)PQK:O=>^)5(=MP9;=UBLK&Z"4LMO:)C['AOF%Q(XC/;N591Z*!/GJ8LZ5 MEAWL%G.F^T2*HP+,[K:^@]JO(#U'6ES8]:5+>]Q#);3QJO DXR@*N'.<]E"B MAOZ&,(7LI[Q@MZ0+#I1T'FH&WT%8^9(38BH6 FY)'ASA/"$MZ1/G!7:@:Q0] M%:GK?N^BSJN905]?0VZ^'7882;>WBCJ?:UKC=JCIDQ0(1!_#02_?DQUY@6OJ M,MA $+1_ P:#+Z9J3#/)T/#/7+\F +'Y3FMVBR>I_Q@[2M.UD8]V6WWLZ&*;"D&^77;TN??="D-$H-VS5YCNDUF3 MNTZW]4T&> U/(J6Q#!TT='\&$^"?E"'AYOS/)T]]Y2'8I,XI(FK1:&&Q_#$LX,3#L:A MH<& JE8Z,Y QW7T4B$U-5XK(9M\Z9HZ$"*N63+P?4L&TMR' M$MGE:#CP0;*DK4 KJ)II^4RW.N@;6T3Z<5=QPK*C/%MA:+18%/ESG )Q\J+? M:XXX2T'NE)R0\YCGTQ6:(W8WG>J4C9+DQ3I]%8N0%HJMZ"?+6329+-.E>2D> MIXLH+C3JR3PJ'N'E*E\OR59Q-:_U[M-TI,U_V$+];OL^IG)&HM]2#\O)?*-% M7)JO#;-CJM<*'(9,8K9P<#'R&R 66\UCK&X^.VASDLR=U3!@DA=DMNFRT.F& M45^740&B8$H7'Q^C H)J"]@C':HFGJMYE.ETC+,GL(K)-* WV\P3?731*W<+ M>GJZ->&7WYL/(3%]&2F7XQ(;2A53B#'\D+8]ZQ0*"80.RK)9A$HDIOGU IL= MR03"*P(5%+E0^B,O1;@.6 C):1^$%A2-NU^"%K6#D!^G+[0329[7RCJ:A#Y? M;)S:159;I5:P#IL.JB9:FJ]/< ;-:&V#F/46[IE&Y@L72:CT6TE:O40AFII" M5.T>VG?QRTT -NB=D7,$_KHN^]$*]#A CKQM!>Q1^,,4>-@7^*WA+4&T6+KY MZCE3P+!2[%%7>Y6V0[Y\-,':&C>!0>B#=6E">9MKD"J%:CZ<;OCTM]'#Z(JH M"W0!H@"^O6G:9%RV^=RYK7^'W-8T7#0?:5MK4N*NE-YXOCVQ7*_%T<:QKAP% MKTJLOAV]05X/,;5*-,Z?5*UPHR\8[G[-<#4WMSZ3;T?PX<33 /H5M75XU#5I@_?^DV_\!4$L#!!0 ( .1U#5G?ZYAESR, "& 9 M>&PO=V]R:W-H965T!Y <4HA!@,&A([_^]3$W (I*G.S[8$LB!ST]/7U/ M]^#5;5%^J:ZEK,7=-LNKU\?7=;U[\?QYM;R6VZ0:%#N9PS?KHMPF-?Q9;IY7 MNU(F*WIHFST?#8>SY]LDS8_?O*+/KLHWKXJFSM)<7I6B:K;;I+S_5F;%[>OC M^%A_\"G=7-?XP?,WKW;)1LYE_<_=50E_/3=05NE6YE5:Y**4Z]?'%_&+;RGT\1(1D)I*\)9%5M'_ MXI;'CF'PLJGJ8JL>!@RV:!LV'/ R/UP(CPYHD(R^^2.GGSJBQN M18FC 1K^0DNEIP&Y-,=-F=O6\ M!O@XZOE2P?J688UZ8,W$QR*OKROQ+E_)E?_\<\#+(#?2R'T[V@OP'TT^$.-A M)$;#T60/O+%9[)C@C1^]6/$_%XNJ+N&O_^U:-X.==(-%N7E1[9*E?'T,@E') M\D8>O_GK7^+9\.4>I"<&Z+A0.RAQ%QF:W&Q EY+D2(D M.\X <9D+V!X+_%Y)&YE)(JF%)<[B>/S#8'-95E=ISN1Y"OZ]O.GN9!Y M+4N8-LWK0B0"2)7*2A1K43L81"+9E%*"Y-?X.SR>P.\K^EO RBC,3\XB.#G8,:JN=UL1.75^+O1;8"@##C M#S^\%2=__+>+*ITE8(B0_P)YJXIJR;):T3R]CI= M7D="KM>2]$Z;9J"0?FE2I :@!Z0 JH.TEZ )1;*Z20'5>YBGJD Q;Y,\X441 MWKL2=#+NF_/YHJE@KV$TTV$)WX-&%C\70&IQ R.:4B+9@?Q571F4DZP (A*A M]",%H%/RQ'J<. $UD_%",L *$=8$VL\MFF(#<0&(@1:O0%O2A@.(!YXE(BWD M$G:?R/.,E[NB!5;-;3A143%+XT7\$ZEK4C M,0/Q&19%,K]&7MO0+FE)!J-:+7#@]SNW@>8KOE X;E.8 6> ML2$5!TKCV@ %>MP+LM?(?&)9Y.LL79)RTF@/Q(]%+K42I/U%.Z,1I*F1$';] M12<)X5N)'R#BRV(+#G65L(9;2X92RG2[ /.AEK0NBRU!_JA4'@H<\!]3J+Z& M7:<% 9([%"U8($%"% -02'@B7I*#XJ*GD-M=L;E!42IO -=*7!@I1%CU'C&- M$&^03,+I-JVD([P4!QY!8A+)"4*^34DE,6E4-C@5"-TBL M4NZ*TOJ:SOP#\2]T2;)4@LS42-#V7J)[5!;-YIJ(\R4O;C.YVK!=;G)(@)@.A1=KMDG2E*1$PK4(&2"[6Z1W\_*6!^27.#60'/L_ELQHB M>%) X/8 Z+K9T99$8HNA(HS$]((98)08_8)>%OLH] OZ0V0,/N3&LR$?T6B\ M51>6" 5D 48E%;A"BPPLPQVJ8*6_2:4N@1LV$K7ELBF5NY.2'06[D*L,@I%W MHB>E)=!8U%4@F,:'(]IUH:171Y;,.FD6#+(6K>R7!I8/^)!%(&*BOPL_HR[- MCKB49)DPY,$1'( ,Q#L3B"2D0B]V)7BAHW..K8F,Q!6$"G--(G)YVQ+G^?RO MR7;W\JWX_L-W\PCV8DD;$I*)3*U^EL"#*@+?/\DE.S+ )UOR7?=;&89VF,(G M1$ V&UQ@8F9 G(#B+.J825H6FYS6J270V8)E4;% &!YQ6:+?H/1PBJ5I9!@B M<3XEQ "+)R*>#J,A&#\@_&&KQ2D_@@N#^^=;'YH8%E^9]5EGR=KH9%'<2([E MUA#=%;>D4DD^.$.7_BK1=>%$ 1L,I(Y#$0JL<$E FH8Y&L'=2U C$G- XCOP M?,AE',?$:6/C5E3I'>N 2@VE %DG>S"* X*!V*)- 2G1>"1;5!2HENX)5>;F M[FD\B.*$#!HP'WQ5/7UQ]&_$\ET/EG/ SDUF^;"./F@*7.'JKQ0NG9\>O6-& M6AUU*0'8]VAR>JY^CN'GZ13^FTW/\/_9!/\_/[I$'<7_4]P=CUZ:G^-)W/79 MT>>B!G9NPY_$LV""23P$_QJT:V6$@B*KN0H3KX#RR/2L@[0GS-AXF:/?&.+W MYT%4]$D.X$YCP=YX$!(X&8"N<+^T7C\^SC&Z&Y6K-$-WO)I*J]+50 *7L9[4 MWOT-C"Q0#+014RHD],C)"6@+:0=6.J?1F\%PLU]5&#>W#27X(AQ0@JO]>)+] M],%%[H/*M_UAM&A-]SN)<:&?MU$'.3B7_7ONH**>CHS^,GA=:!IB6*O"VS^, M)%$?3_)F:] M&J2R<>QOM7$PPW:!P>T;UR9.VUCW4JB+!35#^5M&7 4$ )T/0..!&T8#:>EH M W$&1[="!Q;C*_A:)N"F&6'28L<*&8QLUE0^>Y)GA4ZK,[7QE,AK#9 E7X%# MU? KTD1V,28B:.5OT4X2;)&1JPMUBFXO: E@L1^_[D&IH]H"0N@9U%+'7*[LD_' M!!Q!H_/B!JM>E&@S9N2Y8J *P$R6<8CW!P M"\"6Q1;HRC&L0%87[!$#='D'S)!O@ GHZ?6'Z\>8LF3,4X%^[^BT3@?QLO@ M1*8%)85.)D_%5E(\1:*LLX=$F7O*D6$VIU+'0+EX=P?\:1(-GG]@]\9;^=^J M3N(X,M9F.%<3&K6W#I-O@0E2SQH64G:"8PGU!VL,3(R87$;BI]=L3IZF:*O4 M@?@6'/X\IY0%11EIM80]4A$U)AUK#%-A-V5NE*!Z&(BQ:Q89Q M6+ZH\/I%O MF26H%NU9U,<$]("(3\F;'74JF5"A@K_MY2GU>/(BR"?'((!G[9>Z/$4MBJWTYVSR M3%:DA9*?BY+8M/4L;+C<8;""9Q0FY;N2+#HJ(<0YYCO,45G-2$[!STU5I^L4 M/9*$L3GO#0269E>9,H6NTFP+R1^O*2_KVF(K$H$E MCM2YX:+"I H/#@6A3YYH&RYA1Y!^HZD>?BMMLD\=%%#"T'$BV4207C)R%+"5 M3QIRJ%B@'',^M=9\4Q95Y?@AF ^5*\=CJ0 <#GZ;@3"(?VF25;!#J$-)7^]9 MGHZ!HZZ+L.9";=Q2$M/O0; ;MW#;P,(N0)OD&"EF2 "&\A\% M92#>BP/2$!&?$JV<7,8.*'F7;H%E8(HG8GI.Z9AH[RJKJECR497Q6?6BYOL6 MA=&(3CEA^-I!Z3Y6[""<9L'V#G8H=O3)_$,LRYSK)B>UM)#7"83A1NJB3J;\ MNBR98DH.(/=8,C4[FJ6:7*ZF4H?2R@X5MTFY8M\%9$P;2'*N-%Y:'=-QU&$L M@A21*Z-\4+?K')AK^M!K"_AGS/R#1X@ I20'2"&F[(%E/;+MX>[M8SQ 7Z%D MHL7*2_/M5 AIA97)^+ 4HK.(RT3G#F))">X5+8E3Q \IN_^>GOO/07K.* =8 MB4H)/Y2(?%!1T#XCI"=H25AIJ,,F72_S6U3(80L*TQ#M<#](4SPVX%>//S;D M[\7J@*!?3[DG[&=NULDXX]@6G!*/SZQ!5\#2_?F!@$B/S! $"._)$?22I2LI MT#LXZL;Z-J5C+E5K\/63 SKI]$!Z8$]J($"8DP.1.?W& IM;>8/^(3V0%P%X MD A8X@)=PQ7[B3;V@B@)N2G3])-W-3DIQBFW(]0!MN5TU.9N)ALA,XMQK420 M>*$/G66^EW+0+6U_2HZ#YWQ,EJ,35UT,U96\3#!WL2N<0ZMNI6VXB90S#J("T?HY*^;C),)\![4V+6D_TM.;% "FR2H3-!Q*DSM?:OGSS; MH[K_B^DS#[<'"-2M)!Z;0_.?_B.S:#S3P*N8$U?:>'VTCUU8+WG/T<]\CKKA M%LC?!>/#!R7[]JC>G)9V#/])#^?#F_V0]5BOYMHMN?9J D,@I5ND_L")E"E# M >!IZ5E#(K.NL7(4]^UU@6*-?B26&I&,HZ":FEP?.5?;/'!DYU5K+B38.JD* MT% /:(XR0/0Q''CCX!#3\;L[M>&TD#S,UAZ6:FR;DH%#U;D"SQ3.PNBE!&K9 M1Y5_LQ5:I@QE')U.A\04OO?G'-(GM:T/UR7Y7;O?2U=L/V&D:=\8V;#F!BO+ M(-S?*/L&_H0*,4VAL*WB E=UN\N*>W)S\PVA@#7-6L-%E@ZL0X#)X!_^S9ZA M(4S;#=_/MGY4W&L>&3UFY_P9F&F(7NMDO3:.0B?A7+2-!0.];.43I%I6V*M@JRB^(%C$T5J!Q+IR+G(8J M*?+.[XLQN>V>,BJ_4\(+?SHW2+NA*M-B:\U:?2B-"H0I7C-U%ZA<=/689A(# M4]4<8O4)U3[>EK"?S\"SZTH##0"L MP$2?F-.KD#_T1UF;@'20C?K^Y9I92 Q_)#5V-_?W%Q]3M6 M9W1[ ()D!9 #HP*N+G4%5+P5JV:IDEH]4],&HM#GFY2KQL"/YN*C%1[+J*?- M>"KJ[R0(NX& _C.@;H(G.6D5,0JF)+G[05"1;>88&>98-:4&L"4''>Z/M/!240:0CG=L CQ,T'P*@W#TL,C TK_S(&)GQ M>"I&P'NSTY$8GT^.XF@R'(GSR0R&GYZ?P_#3>'C4Y!H0BJ,IH'1^ M/CKZ+'/D"7BF5OKP2E7/>]./SD< :"BFLRF(T]A.?SX6" \P /#^Y&>PZ"D] M%0,1)T"D$?Q^'L=B 2K MCDYAQEDT/3\]FG-=)9UN<./#2MET#&9/1 Q[^M0LXD2,8=/,WZJR] $>? *3 MSX!43]3TF">?#*FV%5&@E%!!>MV4N#Q[CWV@QK%\69N,#?*M9953::.?2G3T]7II=D3 M3VJQH309/$9RG>954U*/0V$^VUE95YTRE ;0+42PDKK=/_JI@;L5)US;8YE)E ^1M4@JJV-,4&BLVU\?"P#(5#OK8QINTK MLE9H>2N-&^(_H%LF2M6H8P_)1(F3TO2T**^-GV(7OY%=I\(H\W!^/CB'H(5[ M$&J3 L;[!IST):(T',0\,,1M ,+1675KDV1NPRE_UX&27K_.&2C4VOM:J>#? MM/;0LGMYJ>JDJ'\@P1J-EZB9PYT1W2ZW]N6AN&H/,D&'/#(V)X:>F5Q04^DV M?:OB4W?52D"Q)-U[UFL <.15=5<;CU7YJ* 7P($F9])LE9GO44YI1TZ"=L;G M86.<6GF7 ^\"./@>@(YH'RR ;KK7.8*OGDEMB6U8JU*VZ=1#E/"LX8$,8&\: MN3N;]4#*Q&D\_6^DD2X(7CL*:+<:J?H"EF4D*H0M&.WJC&&@0]'Y(@R"6#*> M#<8FF.1JA-E@JC_Q*Q(&['KI7JJ$BU&XEQ,+#@V1U@Q:XFT,>B ,7 M0'.TWG1)417,;>9MLJJ_WH/B-S"!W/BJ>I-94VD?%_!Y[TM[" MP$8=Z'304W5:FEL5N.('S>A>(M@:['<0 P!/N^-MS29O?1SY=\W0Z77B$IK3 M8]/!T&RA6^T6#I6"=,XWZ1/.1I!D_GC148:U4(WZ]*W7&RF%(6"-XTY7NGXH. MH.>XO!?1GTA/OJTKR!OE;DVP?V[-L=M,$!LZ&G,)64=6%>-ML&Z6J/LD5 MV#)2/%?F\<>+J"J8<.HX5(.P7B%XJQ"+BB5LM7.-0!?&4:!E_,(-ZYDZ0YQ" MR^)6^CV^CA8Q!/.O.[!4C7JV-S*MN_J<"[4KX)U@)1!=45&J-9\.L!AB1^%7 MWFRM25RI 7AQ YD6ZTM5( ET"40.4X,5X.WM>B@29P%\U5VA' S B.HR+6RN M/SD(]/DC06//!QWU'P ;=R3VP5N8+?*J#H)[,=*\KW9QW61T H \*YW+T*AT M_K_&_%HSL#.P7)9-2S^@=Y14(7UP(=L=U[^@_+"GM$>+Q%.K1@;]V1TDWX]X MMH5.FRD-GG^Z:"N1WO._*+SXKG\V)Q.B7'_7!PB/?$RBB3P#XYUUE(SKY,IC MLEJTQDIW80=]([:2Z3IIU9#7?A7V2?J4/FIV(,+PT1B8EW)@3IF72:K[9;W_ M#JM@.U$X23MF"&NRI,W_/P8V[@+ 5Q/8I!:IS]X:41-5/+ L?*BGWK<#FP%N M2MA2TNK)0H9(JFM*B)F\W"K-N.^0M*BY]DL7 '"-TRK%BAY,8>J4&(8&H'F" M6GM[_Z)[.4_?Z6T5I)L#;FVM$23.A$GQU*G&)Z6@A2,0YYEST*IIWAE-!D=B M_L+UP2I(MP(JW135U!HA>#%$#;F'N:ML!I76'8HM\ MG>SN1$>JG8Z*];QT4@SZ2?=7>+RIZCOV6 68QU0QB!2)T^D'[U:=X/K<_I(W#8T52"+NT5 7X3D_=1*B;,Y**"[+5C9W>H*E= M!$GU39)YAR8=]PS2@=NB)*^>C?($1=+S)94XX6UEC#>$0??H6<[EKE:J::2P'_3Z"+[=OS#-.#\6 S$V[,PN*WVK M'.Y/7-F\$C\HO\DM)K)L8=LBB1=[/ =*U'.>*D+11X>@YGL$^<+;5M;;YV.U M]SYOGH;-, MLA/@@ODK6"/HUEJ3>DE,?6$=4"=TZ5U-TM0%V!/0"K@B!;$37JYKYXIGV KE MR';8\P11-(1I3:F*W!W_ 7/S3H&^57A698,L9R#$-55.#8:.4K05>HQ9JT$V MJ%YVLZ$'Z8$(C%:&-\EI5+M/$[D7SQ"?).&BV32 \ZENH%*(F3[T ZF@"L8& M5"\V3S',ZT( %=Y2ER-:+N *156NI'1:.-,(>Z?[CE%OJ3"5 M':2#>4\=/6-[/U_'JWMN5*GI0MIN!&G=F@J+<8K]_\0MS&%ZJV,]1GIS'%CE[U?\/ZY3M;^_28A&#O(MRB.]68 MYR:G_$P4;)!J,=U3G87V2T>C=$ZNH^Q6/T4?<3J/!")U)'Y'A;[VZ)S"(A-V MD_=YZ#QTKA_ZQB.;B'/N#.':R((ZJ3U$E'_(O:6=UI&%,A>.!<@( CTFE0:IE"7]C*=-+/7XH3SM:E%7QQ%18:DCB3T^;?9I? MOO<(U6KR]U=O3*.\D^4RU50PL77HOKZT#>3[$9;.7?\P%*,$DVG$[)G.F87R M.=9*JEUVBH_J@[P'J?5$C)VC+#\%'P=I2-YI=@N<>S@I/V=/P_9-^6"&D_L' ML42BJ7M^NT<\5C?9.D>Z 6Z$5#![!NV=>6%VRSI!1/PW(EH:SI\EXA[838R MG7W";*N_D:&ZD2UMX\N0P'MI.GF>7F62A(S.RBG3C.B&G"%/3X2J:E*HEG^K ME)R1%/#--+VJ@J9PM)$IWS,MVY\#ZCW:\I@#*8NNY6Q-E4'PAACMY;@SNW:"DPVRQ $FI?BC8 M^1Y/S\H&EGL$^LW1@BN?,;JO"D0J,N;^W;U"AN7K[68(+@8\I+HA.;B():QK M_V2K65XH2\CTQ@Y."! M,=Z@.YI%^-X"Q(UX'S2[O5G[(3MWUFOF<,'*8Z(P%R8:.X/IB-9A%8\M#RA@ M4;7HO24L*HY7*QG]UAH6W>W:[:USO^O@:A %]9;N26'A]FJ'5XQ<7EDK]/O+ M9 S0KUXHTUTGH^9K5%!!B'A$;!PVJ!U<+6,Y8G_5A2FZZ VJOWIY1[RW M7.81U!G_4=09M:CSYQ43]5(GC,H=N39BW1F2FX+3_W]!.:,6>4'Y=.BHG4X) MZP[,G?0/Q).C0+NJV[_H"GIS01E&S=IUI*-33+5R#![GOCM>[UV-NP#PH3N^,,;H!M^(-U<13DT_G,(GO MCZ+WXPK=V+FWRX8H6+Z0<7:W_?P^K#BX]V;@%RCTQC#[X>T+:TS-4=1R35ML M8_=P/_OAY3$+*F"C2!WT$\^ZLG003S5=" ML#+313%IN6RVZ![1*S,"G4XOI[)YYP=P _O %+$7.?!;?>B<)4/C42;9_F6F M:DH^84\<"!3"M4T.;QP?>D8].M'Y^0/7WD5< M<4(O-E4O>5*7U?(KH39-4@(?X"6R'ZS;J#(QALW]%)[K[=T$$Q$ >3 M.RBN/ML'N:")@P'QUDJ_^<#FVCF/;3QPWZ'>@\PC:ORCPTR:C@WS0N12V?:) MQ2WT(AX1,W8OX*@=/WZM\-$NZ,^/(4?1;$HO3AF=FP"RFYTP8--=KI,@F+0K ML.'D.!K%4_A_-AL=%"!.J?\60KQH=![3;(]@F2=TLYIW .46+^!9(7D&#W'I M/I7$51OFD'&_U:):CDI+*E>&(:_JVTWU10=4,*4G1$R)3[WCA8&)DW5RAIW' M[O#/O!PO$8LR19U)7B-??F6ZG@X1,$0-&,1U%K&RAU4AKGF_X^O=$T,& 92B MY,1$/&%6BE^Z?7;O;DQKDQ/TKR08J&QPP$L8+SM>MNR^M'=/R:E^YS+5@IA@ M55]3%;R\M??]OF_537@(&M9M@E3?H<\/6 H'%O@R80?\@X\%KV0D#E2N:F0] M:F,X G3-L;KSBKBUN025LHRZ$%)W JK;V(.&.>^N,5@#APSH'*@&ILBX)13\ MJY(7U6"M.\;6:8[]BOBFMV:'E[Y%XL-G^_O?/]G?V[>QDI8W_8K.R YL^;L] MC>[>&V=4%1<0!E\AQZK@L/>#$BG^ !)W;N5A)*?S+1#G#5U+8ZAD[I*/T'-8 M \YF$>90VPR6++7F;]N!OH_JM,/6JU)#!^:-6;W\:6L5"[+[O&5>^4>RK!OU M=KJ@L[.FN]N<5FK[_D8_@85HF).P$ ^,;< /6"9:W96&.C>RO);)RA1.XJ*T M3H0_?TBP4E:]KY@%$<*A8KEL=JG455OFZGP*)A-]&S6Y\X@7N--;=W M\AMT=4*!5CWP/UL"QVY(E&\N\F=HI M\S8I,;7,[LL?3%T[]GR*WW#WSV/;V_Y$DL7#D7N7]^S\<)*]>EZ_>?4\K>"_ M)?P#?P?^IX;7[Y(Z>?.*[O-\"QH82PE )EX?Q\?.IP!I_?KX(GYQ,3I^#D_: MX6]>[6 7/B;E!I20R.0:'L7+?X^Y>E+_ :8=08*O50/'TZ\HM++$ ?#]N@ ? M1?V!$^ E;83>F_\#4$L#!!0 ( .1U#5EV3Y/TBP\ $(T 9 >&PO M=V]R:W-H965T5TE.E,WA2CK-)7%_H5*\MMG%Z,+]^*UWFPK M>G'U_.E.;M0;5?V\NRGP=-50B76JLE+GF2C4^MG%]>CQBPF-YP&_:'5;>O\+ MDF25Y^_IX57\[&)(#*E$1151D/CXH+Y624*$P,9OEN9%LR1-]/]WU+]EV2'+ M2I;JZSQYI^-J^^QB<2%BM99U4KW.;[]75IXIT8ORI.2_XM:,G8PO1%2759[: MR> @U9GYE!^M'KP)B^&)":&=$#+?9B'F\J6LY/.G17XK"AH-:O0/B\JSP9S. MR"AOJ@+?:LRKGG_S6ZVKO7@!P6+Q=9["V*4D?3V]JD">!EU%EM0+0RH\06HF M?LRS:EN*;[)8Q=WY5V"KX2UTO+T(SQ+\9YT-Q'@8B' 83L[0&S>RCIG>^ 2] M-UM9J$LCZHWG:! MX"A5\4%=//_JB]%L^.0,YY.&\\DYZI]FI?.D_I572HQ& W&2IK@I=%Z(*A

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