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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, 2023

 

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: 000-56545

 

Strategic Storage Trust VI, Inc.

(Exact name of Registrant as specified in its charter)

 

Maryland

85-3494431

(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, including area code)

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 4, 2023, there were 11,003,678 outstanding shares of Class P common stock, 2,416,110 outstanding shares of Class A common stock, 4,531,131 outstanding shares of Class T common stock and 548,994 outstanding shares of Class W common stock of the registrant.

 

 

 


 

FORM 10-Q

STRATEGIC STORAGE TRUST VI, INC.

TABLE OF CONTENTS

 

 

Page
No.

Cautionary Note Regarding Forward-Looking Statements

2

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Consolidated Financial Statements

4

Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022

5

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

6

 

Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)

7

Consolidated Statements of Equity and Temporary Equity for the Three Months Ended March 31, 2022 and June 30, 2022 (unaudited)

8

 

Consolidated Statements of Equity and Temporary Equity for the Three Months Ended March 31, 2023 and June 30, 2023 (unaudited)

0

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)

11

Notes to Consolidated Financial Statements (unaudited)

13

Item 2.

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

42

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

55

Item 4.

Controls and Procedures

55

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

56

Item 1A.

Risk Factors

56

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57

Item 3.

Defaults Upon Senior Securities

57

Item 4.

Mine Safety Disclosures

57

Item 5.

Other Information

58

Item 6.

Exhibits

58

 

1


 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Storage Trust VI, 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:

Adverse changes in economic conditions in the real estate industry and in the markets in which we own and operate self storage properties;
Market trends in our industry, interest rates, inflation, the debt and lending markets or the general economy;
Failure to realize the benefits from acquisitions and other strategic transactions;
Failure to close pending acquisitions and developments on expected terms, or at all;
The effect of competition at our self storage properties or from other storage alternatives, which could cause rents and occupancy rates to decline;
The impact to our business from our lease-up and development properties, including our ability to increase occupancy and rates as expected;
The impact of our outstanding Series B Convertible Preferred Stock, which ranks senior to all common stock and grants the holder superior rights compared to common stockholders, and may have the effect of diluting our stockholders’ interests in us and discouraging a takeover or other similar transaction;
Impacts on our business due to certain of our officers and key personnel facing competing demands relating to their time and conflicts of interest as a result of the positions they hold with affiliated entities;
The impact of investments or loans from SmartStop Self Storage REIT, Inc.;
Increases in property taxes;
The impact of and changes in national, state, and local laws and regulations including, without limitation, those governing real estate investment trusts, environmental matters, taxes, insurance, accounting guidance and other aspects of our business;
Impacts of changes in the Canadian Dollar/USD exchange rate, which could have a material adverse effect on our operating results;
The degree to which our hedging strategies may or may not protect us from interest rate volatility;
Risks associated with data breaches, including cybersecurity attacks or other unauthorized access or misuse of information, any of which could adversely affect our business and results;
Potential environmental or other liabilities;
Risks related to or a consequence of natural disasters or acts of violence, pandemics, terrorism, insurrection or war that affect the markets in which we operate;
Failure to continue to qualify as a REIT for U.S. federal income tax purposes.

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

2


 

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, 2022 and in our Registration Statement on Form S-11 (SEC Registration No. 333-256598), as amended, each as filed with the SEC, as supplemented by the risk factors included in Part II, Item 1A of this Form 10-Q.
 

3


 

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 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, 2022. Our results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results expected for the full year.

4


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

June 30,
2023 (Unaudited)

 

 

December 31,
2022

 

ASSETS

 

 

 

 

 

 

Real estate facilities:

 

 

 

 

 

 

Land

 

$

115,515,536

 

 

$

50,188,659

 

Buildings

 

 

383,996,703

 

 

 

200,161,251

 

Site improvements

 

 

13,806,764

 

 

 

10,489,181

 

 

 

513,319,003

 

 

 

260,839,091

 

Accumulated depreciation

 

 

(9,322,682

)

 

 

(5,093,282

)

 

 

503,996,321

 

 

 

255,745,809

 

Construction in process

 

 

3,353,833

 

 

 

347,308

 

Real estate facilities, net

 

 

507,350,154

 

 

 

256,093,117

 

Cash and cash equivalents

 

 

6,805,621

 

 

 

7,148,771

 

Restricted cash

 

 

24,118,798

 

 

 

642,773

 

Investments in unconsolidated real estate ventures (Note 4)

 

 

12,603,547

 

 

 

9,527,350

 

Other assets, net

 

 

9,386,092

 

 

 

3,255,785

 

Intangible assets, net of accumulated amortization

 

 

5,767,848

 

 

 

3,077,123

 

Total assets

 

$

566,032,060

 

 

$

279,744,919

 

LIABILITIES, TEMPORARY EQUITY AND EQUITY

 

 

 

 

 

 

Debt, net

 

$

286,258,294

 

 

$

157,169,423

 

Accounts payable and accrued liabilities

 

 

7,150,557

 

 

 

4,102,652

 

Distributions payable

 

 

2,990,789

 

 

 

827,919

 

Due to affiliates

 

 

4,579,628

 

 

 

1,709,807

 

Total liabilities

 

 

300,979,268

 

 

 

163,809,801

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Redeemable common stock

 

 

4,749,706

 

 

 

2,873,848

 

Series B Convertible Preferred Stock, $0.001 par value; 150,000 shares authorized; 150,000 and none issued and outstanding at June 30, 2023 and December 31, 2022, respectively, with aggregate liquidation preferences of $152,087,500 and none at June 30, 2023 and December 31, 2022, respectively

 

 

148,599,723

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Strategic Storage Trust VI, Inc.:

 

 

 

 

 

 

Preferred Stock, $0.001 par value; 200,000,000 shares authorized; none issued
   and outstanding at June 30, 2023 and December 31, 2022

 

 

 

 

 

 

Class P Common stock, $0.001 par value; 30,000,000 shares authorized;
   
10,979,180 and 10,841,745 shares issued and outstanding at June 30, 2023
   and December 31, 2022, respectively

 

 

10,979

 

 

 

10,842

 

Class A Common stock, $0.001 par value; 300,000,000 shares authorized;
   
2,360,495 and 1,766,539 shares issued and outstanding at June 30, 2023
   and December 31, 2022, respectively

 

 

2,360

 

 

 

1,767

 

Class T Common stock, $0.001 par value; 300,000,000 shares authorized;
   
4,206,855 and 3,015,798 shares issued and outstanding at June 30, 2023
   and December 31, 2022, respectively

 

 

4,207

 

 

 

3,016

 

Class W Common stock, $0.001 par value; 70,000,000 shares authorized;
   
521,147 and 248,369 shares issued and outstanding at June 30, 2023
   and December 31, 2022, respectively

 

 

521

 

 

 

248

 

Additional paid-in capital

 

 

152,327,369

 

 

 

134,820,961

 

Distributions

 

 

(12,834,169

)

 

 

(7,793,929

)

Accumulated deficit

 

 

(32,424,328

)

 

 

(16,727,700

)

Accumulated other comprehensive income (loss)

 

 

2,331,457

 

 

 

(61,416

)

Total Strategic Storage Trust VI, Inc. equity

 

 

109,418,396

 

 

 

110,253,789

 

Noncontrolling interests in our Operating Partnership

 

 

2,284,967

 

 

 

2,807,481

 

Total equity

 

 

111,703,363

 

 

 

113,061,270

 

Total liabilities, temporary equity and equity

 

$

566,032,060

 

 

$

279,744,919

 

See notes to consolidated financial statements.

5


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Self storage rental revenue

 

$

4,487,714

 

 

$

1,842,784

 

 

$

8,375,141

 

 

$

2,781,172

 

Ancillary operating revenue

 

 

46,441

 

 

 

30,334

 

 

 

78,616

 

 

 

44,906

 

Total revenues

 

 

4,534,155

 

 

 

1,873,118

 

 

 

8,453,757

 

 

 

2,826,078

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

2,067,652

 

 

 

934,796

 

 

 

3,868,833

 

 

 

1,413,069

 

Property operating expenses – affiliates

 

 

1,003,774

 

 

 

442,865

 

 

 

1,827,118

 

 

 

677,247

 

General and administrative

 

 

1,630,650

 

 

 

560,536

 

 

 

2,512,981

 

 

 

1,031,086

 

Depreciation

 

 

2,296,874

 

 

 

1,067,282

 

 

 

4,230,405

 

 

 

1,598,322

 

Intangible amortization expense

 

 

960,402

 

 

 

470,289

 

 

 

1,837,936

 

 

 

696,794

 

Acquisition expense – affiliates

 

 

142,727

 

 

 

127,024

 

 

 

280,899

 

 

 

257,162

 

Other property acquisition expenses

 

 

636,532

 

 

 

221,664

 

 

 

738,338

 

 

 

543,332

 

Total operating expenses

 

 

8,738,611

 

 

 

3,824,456

 

 

 

15,296,510

 

 

 

6,217,012

 

Operating loss

 

 

(4,204,456

)

 

 

(1,951,338

)

 

 

(6,842,753

)

 

 

(3,390,934

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,438,534

)

 

 

(780,683

)

 

 

(6,563,722

)

 

 

(1,189,976

)

Interest expense – debt issuance costs

 

 

(603,077

)

 

 

(504,041

)

 

 

(811,620

)

 

 

(587,688

)

Derivative fair value adjustment

 

 

(104,453

)

 

 

 

 

 

(104,453

)

 

 

 

Other

 

 

144,823

 

 

 

(644

)

 

 

150,205

 

 

 

(1,352

)

Foreign currency adjustment

 

 

1,066,664

 

 

 

(313,113

)

 

 

598,510

 

 

 

(163,835

)

Net loss

 

 

(7,139,033

)

 

 

(3,549,819

)

 

 

(13,573,833

)

 

 

(5,333,785

)

Less: Distributions to preferred unitholders in our Operating Partnership

 

 

(93,333

)

 

 

 

 

 

(271,250

)

 

 

 

Less: Distributions to preferred stockholders

 

 

(2,087,500

)

 

 

 

 

 

(2,087,500

)

 

 

 

Less: Accretion of preferred equity costs

 

 

(174,072

)

 

 

 

 

 

(189,920

)

 

 

 

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

217,450

 

 

 

169,197

 

 

 

425,875

 

 

 

303,031

 

Net loss attributable to Strategic Storage Trust VI, Inc. common stockholders

 

$

(9,276,488

)

 

$

(3,380,622

)

 

$

(15,696,628

)

 

$

(5,030,754

)

Net loss per Class P share—basic and diluted

 

$

(0.53

)

 

$

(0.31

)

 

$

(0.92

)

 

$

(0.55

)

Net loss per Class A share—basic and diluted

 

$

(0.53

)

 

$

(0.31

)

 

$

(0.92

)

 

$

(0.55

)

Net loss per Class T share—basic and diluted

 

$

(0.53

)

 

$

(0.31

)

 

$

(0.92

)

 

$

(0.55

)

Net loss per Class W share—basic and diluted

 

$

(0.53

)

 

$

(0.31

)

 

$

(0.92

)

 

$

(0.55

)

Weighted average Class P shares outstanding—basic and diluted

 

 

10,953,437

 

 

 

10,636,369

 

 

 

10,917,182

 

 

 

8,948,264

 

Weighted average Class A shares outstanding—basic and diluted

 

 

2,177,481

 

 

 

181,845

 

 

 

2,052,715

 

 

 

91,425

 

Weighted average Class T shares outstanding—basic and diluted

 

 

3,953,677

 

 

 

111,933

 

 

 

3,651,993

 

 

 

56,276

 

Weighted average Class W shares outstanding—basic and diluted

 

 

471,366

 

 

 

29,278

 

 

 

391,750

 

 

 

14,706

 

 

See notes to consolidated financial statements.

6


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

 

 

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

2023

 

2022

 

2023

 

2022

Net loss

 

$(7,139,033)

 

$(3,549,819)

 

$(13,573,833)

 

$(5,333,785)

Other comprehensive income:

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

750,705

 

 

312,946

 

Interest rate swap contract gain

 

2,310,752

 

 

2,152,399

 

Other comprehensive income

 

3,061,457

 

 

2,465,345

 

Comprehensive loss

 

(4,077,576)

 

(3,549,819)

 

(11,108,488)

 

(5,333,785)

Comprehensive loss attributable to noncontrolling
   interests:

 

 

 

 

 

 

 

 

Comprehensive loss attributable to the noncontrolling
   interests in our Operating Partnership

 

126,079

 

169,197

 

353,403

 

303,031

Comprehensive loss attributable to Strategic Storage Trust
   VI, Inc. common stockholders

 

$(3,951,497)

 

$(3,380,622)

 

$(10,755,085)

 

$(5,030,754)

 

See notes to consolidated financial statements.

7


Strategic Storage Trust VI, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY

(UNAUDITED)

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class P

 

Class A

 

Class T

 

Class W

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Additional
Paid-in
Capital

 

Distributions

 

Accumulated
Deficit

 

Accumulated Other Comprehensive Income (Loss)

 

Strategic Storage
Trust VI, Inc.
Equity

 

Noncontrolling
Interests in
our Operating
Partnership

 

Total
Equity

 

Redeemable
Common
Stock

 

Preferred Equity in our Operating Partnership

 

Preferred Stock

Balance as of December 31, 2021

 

5,062,804

 

$5,063

 

 

$—

 

 

$—

 

 

$—

 

$40,737,265

 

$(985,132)

 

$(2,985,345)

 

$—

 

36,771,851

 

$3,767,683

 

$40,539,534

 

$329,158

 

$—

 

$—

Gross proceeds from issuance of common stock

 

5,430,060

 

5,430

 

 

 

 

 

 

 

52,604,231

 

 

 

 

52,609,661

 

 

52,609,661

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

(4,695,057)

 

 

 

 

(4,695,057)

 

 

(4,695,057)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

(268,630)

 

 

 

 

(268,630)

 

 

(268,630)

 

268,630

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

(892,243)

 

 

 

(892,243)

 

 

(892,243)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(67,840)

 

(67,840)

 

 

 

Issuance of shares for distribution reinvestment plan

 

28,737

 

29

 

 

 

 

 

 

 

268,601

 

 

 

 

268,630

 

 

268,630

 

 

 

Net loss attributable to Strategic Storage Trust VI, Inc.

 

 

 

 

 

 

 

 

 

 

 

(1,650,132)

 

 

(1,650,132)

 

 

(1,650,132)

 

 

 

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(133,834)

 

(133,834)

 

 

 

Balance as of March 31, 2022

 

10,521,601

 

10,522

 

 

 

 

 

 

 

88,646,410

 

(1,877,375)

 

(4,635,477)

 

 

82,144,080

 

3,566,009

 

85,710,089

 

597,788

 

 

Gross proceeds from issuance of common stock

 

109,890

 

110

 

572,182

 

572

 

668,360

 

668

 

86,436

 

86

 

14,445,929

 

 

 

 

14,447,365

 

 

14,447,365

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

(1,612,400)

 

 

 

 

(1,612,400)

 

 

(1,612,400)

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

(621,019)

 

 

 

 

(621,019)

 

 

(621,019)

 

621,019

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

(1,636,351)

 

 

 

(1,636,351)

 

 

(1,636,351)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(82,307)

 

(82,307)

 

 

 

Issuance of shares for distribution reinvestment plan

 

65,036

 

65

 

196

 

1

 

46

 

 

86

 

1

 

620,952

 

 

 

 

621,019

 

 

621,019

 

 

 

Issuance of restricted stock

 

 

 

1,250

 

1

 

 

 

 

 

 

 

 

 

1

 

 

1

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

12,912

 

 

 

 

12,912

 

 

12,912

 

 

 

Net loss attributable to Strategic Storage Trust VI, Inc.

 

 

 

 

 

 

 

 

 

 

 

(3,380,622)

 

 

(3,380,622)

 

 

(3,380,622)

 

 

 

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(169,197)

 

(169,197)

 

 

 

Balance as of June 30, 2022

 

10,696,527

 

$10,697

 

573,628

 

$574

 

668,406

 

$668

 

86,522

 

$87

 

$101,492,784

 

$(3,513,726)

 

$(8,016,099)

 

$—

 

$89,974,985

 

$3,314,505

 

$93,289,490

 

$1,218,807

 

$—

 

$—

 

See notes to consolidated financial statements.

8


Strategic Storage Trust VI, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY (CONTINUED)

(UNAUDITED)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class P

 

Class A

 

Class T

 

Class W

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Additional
Paid-in
Capital

 

Distributions

 

Accumulated
Deficit

 

Accumulated Other Comprehensive Income (Loss)

 

Strategic Storage
Trust VI, Inc.
Equity

 

Noncontrolling
Interests in
our Operating
Partnership

 

Total
Equity

 

Redeemable
Common
Stock

 

Preferred Equity in our Operating Partnership

 

Preferred Stock

Balance as of December 31, 2022

 

10,841,745

 

$10,842

 

1,766,539

 

$1,767

 

3,015,798

 

$3,016

 

248,369

 

$248

 

$134,820,961

 

$(7,793,929)

 

$(16,727,700)

 

$(61,416)

 

110,253,789

 

$2,807,481

 

$113,061,270

 

$2,873,848

 

$—

 

$—

Gross proceeds from issuance of common stock

 

 

 

294,558

 

294

 

673,565

 

674

 

140,638

 

141

 

11,096,021

 

 

 

 

11,097,130

 

 

11,097,130

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

(1,316,106)

 

 

 

 

(1,316,106)

 

 

(1,316,106)

 

 

 

Reimbursement of offering cost by Advisor

 

 

 

 

 

 

 

 

 

13,220

 

 

 

 

13,220

 

 

13,220

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

(974,931)

 

 

 

 

(974,931)

 

 

(974,931)

 

974,931

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

(2,430,525)

 

 

 

(2,430,525)

 

 

(2,430,525)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84,089)

 

(84,089)

 

 

 

Distributions to preferred unitholders in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(177,917)

 

Issuance of shares for distribution reinvestment plan

 

73,145

 

73

 

10,180

 

10

 

16,868

 

16

 

2,123

 

2

 

974,830

 

 

 

 

974,931

 

 

974,931

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

4,842

 

 

 

 

4,842

 

 

4,842

 

 

 

Gross proceeds from issuance of preferred equity in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000,000

 

Preferred equity issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(189,920)

 

Accretion of preferred equity issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,848

 

Net loss attributable to Strategic Storage Trust VI, Inc.

 

 

 

 

 

 

 

 

 

 

 

(6,420,140)

 

 

(6,420,140)

 

 

(6,420,140)

 

 

177,917

 

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(208,425)

 

(208,425)

 

 

 

Interest rate swap and cap contract loss

 

 

 

 

 

 

 

 

 

 

 

 

(153,361)

 

(153,361)

 

(4,992)

 

(158,353)

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

(423,852)

 

(423,852)

 

(13,907)

 

(437,759)

 

 

 

Balance as of March 31, 2023

 

10,914,890

 

$10,915

 

2,071,277

 

$2,071

 

3,706,231

 

$3,706

 

391,130

 

$391

 

$144,618,837

 

$(10,224,454)

 

$(23,147,840)

 

$(638,629)

 

$110,624,997

 

$2,496,068

 

$113,121,065

 

$3,848,779

 

$14,825,928

 

$—

See notes to consolidated financial statements.

 

 

9


Strategic Storage Trust VI, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY AND TEMPORARY EQUITY (CONTINUED)

(UNAUDITED)

 

 

 

Class P

 

Class A

 

Class T

 

Class W

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Number of
Shares

 

Common
Stock
Par Value

 

Additional
Paid-in
Capital

 

Distributions

 

Accumulated
Deficit

 

Accumulated Other Comprehensive Income (Loss)

 

Strategic Storage
Trust VI, Inc.
Equity

 

Noncontrolling
Interests in
our Operating
Partnership

 

Total
Equity

 

Redeemable
Common
Stock

 

Preferred Equity in our Operating Partnership

 

Preferred Stock

Balance as of March 31, 2023

 

10,914,890

 

$10,915

 

2,071,277

 

$2,071

 

3,706,231

 

$3,706

 

391,130

 

$391

 

$144,618,837

 

$(10,224,454)

 

$(23,147,840)

 

$(638,629)

 

110,624,997

 

$2,496,068

 

$113,121,065

 

$3,848,779

 

$14,825,928

 

$—

Gross proceeds from issuance of common stock

 

 

 

270,715

 

271

 

481,581

 

482

 

126,596

 

127

 

8,791,923

 

 

 

 

8,792,803

 

 

8,792,803

 

 

 

Offering costs

 

 

 

 

 

 

 

 

 

(1,100,021)

 

 

 

 

(1,100,021)

 

 

(1,100,021)

 

 

 

Reimbursement of offering cost by Advisor

 

 

 

 

 

 

 

 

 

11,900

 

 

 

 

11,900

 

 

11,900

 

 

 

Changes to redeemable common stock

 

 

 

 

 

 

 

 

 

(1,078,951)

 

 

 

 

(1,078,951)

 

 

(1,078,951)

 

1,078,951

 

 

Redemption of common stock

 

(10,811)

 

(11)

 

(4,990)

 

(5)

 

(3,400)

 

(3)

 

 

 

 

 

 

 

(19)

 

 

(19)

 

(178,024)

 

 

Distributions

 

 

 

 

 

 

 

 

 

 

(2,609,715)

 

 

 

(2,609,715)

 

 

(2,609,715)

 

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(85,022)

 

(85,022)

 

 

 

Issuance of shares for distribution reinvestment plan

 

75,101

 

75

 

12,243

 

12

 

22,443

 

22

 

3,421

 

3

 

1,078,839

 

 

 

 

1,078,951

 

 

1,078,951

 

 

 

Issuance of restricted stock

 

 

 

11,250

 

11

 

 

 

 

 

 

 

 

 

11

 

 

11

 

 

 

Stock based compensation expense

 

 

 

 

 

 

 

 

 

4,842

 

 

 

 

4,842

 

 

4,842

 

 

 

Distributions to preferred unitholders in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(93,333)

 

Redemption of preferred equity in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,000,000)

 

Accretion of preferred equity issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

174,072

 

Distributions to preferred stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,087,500)

Gross proceeds from issuance of preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

150,000,000

Preferred stock issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,400,277)

Net loss attributable to Strategic Storage Trust VI, Inc.

 

 

 

 

 

 

 

 

 

 

 

(9,276,488)

 

 

(9,276,488)

 

 

(9,276,488)

 

 

93,333

 

2,087,500

Net loss attributable to the noncontrolling interests in our Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(217,450)

 

(217,450)

 

 

 

Interest rate swap and cap contract gain

 

 

 

 

 

 

 

 

 

 

 

 

2,241,660

 

2,241,660

 

69,092

 

2,310,752

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

728,426

 

728,426

 

22,279

 

750,705

 

 

 

Balance as of June 30, 2023

 

10,979,180

 

$10,979

 

2,360,495

 

$2,360

 

4,206,855

 

$4,207

 

521,147

 

$521

 

$152,327,369

 

$(12,834,169)

 

$(32,424,328)

 

$2,331,457

 

$109,418,396

 

$2,284,967

 

$111,703,363

 

$4,749,706

 

$—

 

$148,599,723

See notes to consolidated financial statements.

10


STrategic Storage Trust VI, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

Six Months Ended
June 30,

 

 

2023

 

2022

Cash flows from operating activities:

 

 

 

 

Net loss

 

$(13,573,833)

 

$(5,333,785)

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

 

 

 

 

Depreciation and amortization

 

6,068,341

 

2,295,116

Amortization of debt issuance costs

 

811,620

 

587,688

Stock based compensation expense related to issuance of restricted stock

 

9,684

 

12,912

Accretion of preferred equity costs

 

189,920

 

Derivative fair value adjustment

 

104,453

 

Unrealized foreign currency adjustment

 

(598,510)

 

163,835

Changes in operating assets and liabilities:

 

 

 

 

Other assets, net

 

(1,392,461)

 

(217,628)

Purchase of interest rate cap

 

(1,878,000)

 

Accounts payable and accrued liabilities

 

1,265,754

 

750,254

Due to affiliates

 

266,515

 

(194,024)

Net cash used in operating activities

 

(8,726,517)

 

(1,935,632)

Cash flows from investing activities:

 

 

 

 

Purchase of real estate facilities

 

(250,502,233)

 

(107,891,695)

Additions to real estate facilities

 

(3,576,484)

 

(293,960)

Deposits on acquisitions of real estate facilities

 

(74,210)

 

(160,000)

Investment in company owned life insurance

 

(911,541)

 

Investments in unconsolidated real estate ventures

 

(2,810,299)

 

(259,972)

Net cash used in investing activities

 

(257,874,767)

 

(108,605,627)

Cash flows from financing activities:

 

 

 

 

Proceeds from issuance of secured debt

 

179,324,261

 

88,637,702

Repayment of secured debt

 

(50,000,000)

 

(30,608,851)

Scheduled principal payments of secured debt

 

(545,444)

 

Prepaid debt issuance costs

 

(42,000)

 

Debt issuance costs

 

(1,415,112)

 

(1,100,911)

Gross proceeds from issuance of common stock

 

19,855,323

 

67,831,027

Offering costs

 

(1,929,766)

 

(6,193,648)

Proceeds from issuance of preferred equity in our Operating Partnership

 

15,000,000

 

Redemption of preferred equity in our Operating Partnership

 

(15,000,000)

 

Preferred equity in our Operating Partnership issuance costs

 

(189,920)

 

Gross proceeds from issuance of preferred stock

 

150,000,000

 

Preferred stock issuance costs

 

(1,400,277)

 

Redemption of common stock

 

(22,508)

 

Distributions paid to common stockholders

 

(2,910,055)

 

(1,279,865)

Distributions paid to noncontrolling interest in our Operating Partnership

 

(170,046)

 

(146,383)

Distributions paid to preferred unitholders in our Operating Partnership

 

(271,250)

 

Net cash provided by financing activities

 

290,283,206

 

117,139,071

Impact of foreign exchange rate changes on cash and restricted cash

 

(549,047)

 

Net change in cash, cash equivalents and restricted cash

 

23,132,875

 

6,597,812

Cash, cash equivalents and restricted cash, beginning of period

 

7,791,544

 

4,580,759

Cash, cash equivalents and restricted cash, end of period

 

$30,924,419

 

$11,178,571

 

11


STrategic Storage Trust VI, Inc. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)

 

Supplemental disclosures and non-cash transactions:

 

 

 

 

 

 

Cash paid for interest

 

$

7,204,354

 

 

$

839,672

 

Real estate facilities in due to affiliates

 

$

2,567,640

 

 

$

 

Real estate facilities in accounts payable and accrued liabilities

 

$

60,000

 

 

$

 

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

 

$

941,124

 

 

$

 

Debt issuance costs in due to affiliates

 

$

150,000

 

 

$

 

Debt issuance costs in accounts payable and accrued liabilities

 

$

49,082

 

 

$

 

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

 

$

(176,400

)

 

$

(1,124,000

)

Offering costs included in accounts payable and accrued liabilities

 

$

546,652

 

 

$

466,781

 

Interest rate swap contracts in other assets

 

$

1,994,683

 

 

$

 

Foreign currency translation adjustment

 

$

312,946

 

 

$

 

Issuance of shares pursuant to distribution reinvestment plan

 

$

2,053,882

 

 

$

889,649

 

Distributions payable to common stockholders

 

$

875,259

 

 

$

561,217

 

Distributions payable to noncontrolling interests in our Operating Partnership

 

$

28,030

 

 

$

27,134

 

Distributions payable to Preferred stockholders

 

$

2,087,500

 

 

$

 

Redemption of common stock in accounts payable and accrued liabilities

 

$

155,516

 

 

$

 

Deposits applied to acquisition of real estate

 

$

220,000

 

 

$

 

 

See notes to consolidated financial statements.

12


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Note 1. Organization

Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), was formed on October 14, 2020 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and commenced formal operations on March 10, 2021. Our year-end is December 31. As used herein, “we,” “us,” “our” and “Company” refer to Strategic Storage Trust VI, Inc. and each of our subsidiaries.

SmartStop REIT Advisors, LLC is our sponsor (our “Sponsor”). Our Sponsor is an indirect subsidiary of SmartStop Self Storage REIT, Inc. (“SmartStop”). Our Sponsor is a company focused on providing self storage advisory, asset management, and property management services. Our Sponsor owns 90% of the economic interests (and 100% of the voting membership interests) of Strategic Storage Advisor VI, LLC (our “Advisor”) and owns 100% of Strategic Storage Property Management VI, LLC (our “Property Manager”).

We have no employees. Our Advisor, a Delaware limited liability company, was formed on October 7, 2020. Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we entered into with our Advisor on February 26, 2021 (our “Private Offering Advisory Agreement”), which was amended and restated on March 17, 2022 (our "Advisory Agreement"). A majority of our officers are also officers of our Advisor, our Sponsor and SmartStop.

On January 15, 2021, our Advisor purchased approximately 110 shares of our common stock for $1,000 and became our initial stockholder. Our Articles of Incorporation authorized 30,000 shares of common stock with a par value of $0.001 per share. Our Articles of Amendment and Restatement (our "Charter") authorized 700,000,000 shares of common stock with a par value of $0.001 per share and 200,000,000 shares of preferred stock with a par value of $0.001 per share. On February 26, 2021, pursuant to a confidential private placement memorandum (the “private placement memorandum”), we commenced a private offering of up to $200,000,000 in shares of our common stock and $20,000,000 in shares of common stock pursuant to our distribution reinvestment plan (the “Private Offering”). On March 10, 2021, we commenced formal operations.

In connection with the Public Offering, defined below, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). Following the filing of the Articles of Amendment and the Articles Supplementary, we authorized 30,000,000 shares of common stock designated as Class P shares, 300,000,000 shares of common stock designated as Class A shares, 300,000,000 shares of common stock designated as Class T shares, and 70,000,000 shares of common stock designated as Class W shares. Any common stock sold in the Private Offering were redesignated as Class P common stock upon the filing of the Articles of Amendment. On May 28, 2021, we filed a Form S-11 Registration Statement, which was subsequently amended, with the Securities and Exchange Commission (“SEC”) to register a maximum of $1,000,000,000 in shares of Class A, Class T, and Class W common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of Class A, Class T, and Class W common stock for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering”). On March 17, 2022, the SEC declared our registration statement effective and the primary portion of our Private Offering was terminated.

Prior to the termination of our Private Offering, approximately 10.6 million shares of Class P common stock were sold for gross offering proceeds of approximately $100.7 million. As of June 30, 2023, approximately 2.3 million Class A shares, approximately 4.2 million Class T shares and approximately 0.5 million Class W shares had been sold in the Public Offering for gross offering proceeds of approximately $23.9 million, approximately $41.5 million and approximately $4.8 million, respectively. Through our distribution reinvestment plan, we have issued approximately 0.4 million Class P shares, approximately 32,500 Class A shares, approximately 56,300 Class T shares and approximately 7,500 Class W shares for gross proceeds of approximately $4.9 million.

We have invested the net proceeds from our Private Offering and Public Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of June 30, 2023, we owned 24 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario) and two development properties in Florida and Ontario. For more information, see Note 3 - Real Estate Facilities.

13


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

As of June 30, 2023, we owned 50% equity interests in three unconsolidated real estate ventures in two Canadian provinces (Ontario and Quebec) that are intended to be developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust (“SmartCentres”) owning the other 50% of such entities. For more information, see Note 4 - Investment in Unconsolidated Real Estate Ventures.

Our operating partnership, Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (our “Operating Partnership”), was formed on October 15, 2020. On January 15, 2021, SmartStop Storage Advisors, LLC (“SSA”), an affiliate of our Advisor, purchased a limited partnership interest in our Operating Partnership for $1,000 and we contributed the initial $1,000 capital contribution we received to our Operating Partnership in exchange for the general partner interest. On February 26, 2021, in connection with entering into the Private Offering Advisory Agreement, SSA made an additional $1,000 investment in our Operating Partnership in exchange for additional limited partnership interests and a special limited partnership interest.

On March 10, 2021, SmartStop OP, L.P. (“SmartStop OP”), an affiliate of our Sponsor and the operating partnership of SmartStop, contributed $5.0 million to our Operating Partnership, in exchange for 549,451 units of limited partnership interest in our Operating Partnership (the “OP Investment”). The OP Investment was made net of sales commissions and dealer manager fees, but without giving effect to the early investor discounts available to purchasers of shares in the Private Offering. At the effective time of the OP Investment, SmartStop OP was admitted as a limited partner to our Operating Partnership. As of June 30, 2023, we owned approximately 97% of the common units of limited partnership interest of our Operating Partnership. The remaining approximately 3% of the common units are owned by SmartStop OP.

On January 30, 2023, we, our Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”) pursuant to which our Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased 600,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Preferred Units”) at a liquidation preference of $25.00 per unit (the “Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to our Operating Partnership in an amount of $15 million (the “Preferred Investment”). On May 2, 2023, we redeemed the full amount of Series A Preferred Units for an amount equal to $15 million plus the accrued and unpaid distributions. See Note 7 – Preferred Equity.

On May 1, 2023 (the “Commitment Date”), we entered into a preferred stock purchase agreement (the “Series B 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 $150 million in preferred shares (the aggregate shares to be purchased, the “Preferred Shares”) of our new Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”). The closing (the “ Closing”) in the amount of $150 million occurred on the Commitment Date and we incurred approximately $1.4 million in issuance costs related to the Series B Convertible Preferred Stock. See Note 7 - Preferred Equity.

Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we acquire. We will conduct certain activities through our taxable REIT subsidiary, Strategic Storage TRS VI, Inc., a Delaware corporation (the “TRS”) which was formed on October 16, 2020 and is a wholly owned subsidiary of our Operating Partnership.

Our Property Manager, a Delaware limited liability company, was formed on October 7, 2020 to manage our properties. Our Property Manager will derive substantially all of its income from the property management services it performs for us. Our Property Manager may enter into sub-property management agreements with third party management companies and pay part of its management fee to such sub-property manager. See Note 8 – Related Party Transactions – Property Management Agreement.

Our dealer manager is Pacific Oak Capital Markets, LLC, a Delaware limited liability company (our “Dealer Manager”). On February 26, 2021, we entered into a dealer manager agreement with our Dealer Manager (the “Private Offering Dealer Manager Agreement”), pursuant to which our Dealer Manager was responsible for marketing our shares being offered pursuant to the Private Offering. In connection with our Public Offering, we entered into a dealer manager agreement with our Dealer Manager, pursuant to which our Dealer Manager is responsible for marketing our shares being offered pursuant to our Primary Offering (as amended, the "Dealer Manager Agreement"). An affiliate of our Dealer Manager owns a 10% non-voting economic interest in our Advisor.

14


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

As we accept subscriptions for shares of our common stock, we transfer all of the net offering proceeds to our Operating Partnership as capital contributions in exchange for additional units of interest in our Operating Partnership. However, we will be deemed to have made capital contributions in the amount of gross proceeds received from investors, and our Operating Partnership will be deemed to have simultaneously paid the sales commissions and other costs associated with the offerings. In addition, our Operating Partnership is structured to make distributions with respect to limited partnership units that are equivalent to the distributions made to holders of common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions outlined in the limited partnership agreement of our Operating Partnership, which was amended and restated in connection with the Public Offering (the “Operating Partnership Agreement”). SSA and SmartStop OP are prohibited from exchanging or otherwise transferring units representing $202,000 of the limited partnership units acquired in their initial investments in our Operating Partnership so long as our Advisor is acting as our Advisor pursuant to our Advisory Agreement.

Recent Market Conditions

Broad economic weakness, inflationary pressures, rising interest rates, geopolitical events, or other economic events could adversely impact our business, financial condition, liquidity and results of operations. However, the extent and duration to which our operations may be impacted is highly uncertain and cannot be predicted.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

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

Consolidation Considerations

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

As a result of the OP Investment on March 10, 2021, our Operating Partnership and its subsidiaries were recorded as an equity investment by us from commencement of operations through April 30, 2021 as an affiliate of our Sponsor was determined to be the primary beneficiary. As we sold shares in the Private Offering and contributed the net offering proceeds to our Operating Partnership we became the primary beneficiary and consolidated the Operating Partnership and its wholly-owned subsidiaries on May 1, 2021. As a result of consolidation, we allocated the assets acquired and liabilities assumed to tangible and intangible assets based on their fair values as of the date of consolidation. The aggregate of the fair values were primarily allocated to real estate facilities of approximately $16.0 million, intangible assets of approximately $0.3 million, investment in unconsolidated real estate venture of $3.7 million, secured debt of approximately $14.2 million, other current

15


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

liabilities of approximately $1.3 million and non controlling interest of approximately $4.6 million. There was no material impact on our net loss as a result of consolidation of our Operating Partnership on May 1, 2021.

As of June 30, 2023, we had not entered into any other contracts/interests that would be deemed to be variable interests in VIEs other than our joint ventures with SmartCentres, which are accounted for under the equity method of accounting. Please see Note 4 - Investments in Unconsolidated Real Estate Ventures. Other than the entities noted above, we do not currently have any material relationships with unconsolidated entities or financial partnerships.

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. Equity in earnings will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments.

Noncontrolling Interest in Consolidated Entities

We account for the noncontrolling interest in our Operating Partnership in accordance with the related accounting guidance. Due to our control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly-owned subsidiary, was consolidated by us beginning May 1, 2021, and the limited partner interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest shall be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance.

Use of Estimates

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

Cash and Cash Equivalents

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

We may maintain cash and cash equivalents in financial institutions in excess of insured limits. 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 interest and property taxes in connection with the requirements of certain of our loan agreements.

Real Estate Purchase Price Allocation

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. 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 $4.5 million and $1.8 million in intangible assets to recognize the value of in-place leases related to our acquisitions during the six months ended June 30, 2023 and 2022, respectively. We do not expect, nor to date have we recorded, intangible assets for the value

16


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

of customer relationships because we expect we will not have concentrations of significant customers and the average customer turnover will be fairly frequent.

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

Acquisitions that do not meet the definition of a business, as defined under current GAAP, are accounted for as asset acquisitions. During the six months ended June 30, 2023 and 2022, our acquisitions did not meet the definition of a business because substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition 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, transaction costs are capitalized rather than expensed. During the six months ended June 30, 2023 and 2022, our acquisitions did not meet the definition of a business, and we capitalized approximately $9.2 million and $1.7 million, respectively, of acquisition-related transaction costs.

During the three months ended June 30, 2023 and 2022, we expensed approximately $0.8 million and $0.3 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy. During the six months ended June 30, 2023 and 2022, we expensed approximately $1.0 million and $0.8 million, respectively, of acquisition-related transaction costs that did not meet our capitalization policy.

Evaluation of Possible Impairment of Long-Lived Assets

Management monitors events and changes in circumstances that could indicate that the carrying amounts of our long-lived assets, including those held through joint ventures, may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of the assets may not be recoverable, we will assess the recoverability of the assets by determining whether the carrying value of the long-lived assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, we will adjust the value of the long-lived assets to the fair value and recognize an impairment loss. For the six months ended June 30, 2023 and 2022, no impairment losses were recognized.

Advertising Costs

Advertising costs are included in property operating expenses and general and administrative expenses, depending on the nature of the expense, in the accompanying consolidated statements of operations. These costs are expensed in the period in which the cost is incurred. The Company incurred advertising costs of approximately $0.6 million and $1.1 million for the three and six months ended June 30, 2023, respectively, and approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively.

Revenue Recognition

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases will be 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 will be included in accounts payable and accrued liabilities in our consolidated balance sheet and contractually due but unpaid rent will be included in other assets. Additionally, we earn ancillary revenue by selling 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 are delivered.

Allowance for Doubtful Accounts

Tenant accounts receivable is reported net of an allowance for doubtful accounts. Management records a general reserve estimate based upon a review of the current status of tenant accounts receivable. It is reasonably possible that management’s estimate of the allowance will change in the future. As of June 30, 2023 and December 31, 2022,

17


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

approximately $40,000 and $50,000, respectively, were recorded to allowance for doubtful accounts, and are included within other assets in the accompanying consolidated balance sheets.

Real Estate Facilities

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

Depreciation of Real Property Assets

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

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

Description

 

Standard Depreciable
Life

Land

 

Not Depreciated

Buildings

 

35 years

Site Improvements

 

7-10 years

 

Depreciation of Personal Property Assets

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

Foreign Currency Translation

For non-U.S. functional currency operations, assets and liabilities are translated to U.S. dollars at current exchange rates. Revenues and expenses are translated at the average rate for the period. All related 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 operations are recorded at rates of exchange in effect at the date of the translation. Gains or losses on foreign currency transactions are recorded in other income (expense). Changes in investments not classified as long term are recorded in foreign currency adjustment in the accompanying Statements of Operations.

Intangible Assets

We have allocated a portion of our real estate purchase price to in-place leases. We are amortizing in-place leases on a straight-line basis over 18 months, the estimated average rental period for the leases. As of June 30, 2023, the gross amounts allocated to in-place lease intangibles were approximately $10.0 million and accumulated amortization of in-place lease intangibles totaled approximately $4.2 million. As of December 31, 2022, the gross amounts allocated to in-place lease intangibles were approximately $5.5 million and accumulated amortization of in-place lease intangibles totaled approximately $2.4 million.

The total estimated future amortization expense of intangible assets for the years ending December 31, 2023 and 2024 is approximately $2.7 million and $3.1 million, respectively.

Debt Issuance Costs

The net carrying value of costs incurred in connection with obtaining non revolving debt are presented on the consolidated balance sheets as a reduction of the related debt. Debt issuance costs are amortized on a straight-line basis over the term of the related loan, which is not materially different than the effective interest method. As of June 30, 2023 and

18


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

December 31, 2022, accumulated amortization of debt issuance costs related to non revolving debt totaled approximately $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2023, we expensed approximately $0.6 million and $0.8 million, respectively, and we expensed approximately $0.5 million and $0.6 million, for the three and six months ended June 30, 2022, respectively, in debt issuance cost.

Organizational and Offering Costs

Our Advisor may fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses, which we will recognize as a capital contribution from our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the initial public offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees) in excess of 15% of the gross offering proceeds from the Primary Offering. If at any point in time we determine that the total organization and offering costs are expected to exceed 15% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a capital contribution from our Advisor. Offering costs are recorded as an offset to additional paid-in capital, and organization costs are recorded as an expense.

In connection with our Private Offering, our Dealer Manager received a sales commission of up to 6.0% of gross proceeds from sales in the Private Offering and a dealer manager fee equal to up to 3.0% of gross proceeds from sales in the Private Offering under the terms of the Private Offering Dealer Manager Agreement.

In connection with our Primary Offering, our Dealer Manager will receive a sales commission of up to 6.0% of gross proceeds from sales of Class A shares and up to 3.0% of gross proceeds from the sales of Class T shares in the Primary Offering and a dealer manager fee up to 3.0% of gross proceeds from sales of both Class A shares and Class T shares in the Primary Offering under the terms of the Dealer Manager Agreement. Our Dealer Manager does not receive an upfront sales commission or dealer manager fee from the sales of Class W shares in the Primary Offering; however, we and/or our Sponsor will pay to our Dealer Manager dealer manager support in the amount of 1.5% of the gross offering proceeds of the Class W shares sold in the Primary Offering for payment of wholesaler commissions and other wholesaler expenses associated with the sales of the Class W shares. In addition, our Dealer Manager receives an ongoing stockholder servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 1% of the purchase price per share of the Class T shares sold in the Primary Offering. Our Dealer Manager also receives an ongoing dealer manager servicing fee that is payable monthly and accrues daily in an amount equal to 1/365th of 0.5% of the purchase price per share of the Class W shares sold in the Primary Offering. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) with respect to a particular Class T share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share is redeemed or is no longer outstanding. We will cease paying the dealer manager servicing fee with respect to the Class W shares sold in the Primary Offering at the earlier of (i) the date we list our shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Class A shares, Class T shares, and Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan),which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering; (iii) the end of the month in which the aggregate underwriting compensation paid in our Primary Offering with respect to Class W shares, comprised of the dealer manager servicing fees and dealer manager support, equals 9.0% of the gross proceeds from the sale of Class W shares in our Primary Offering (i.e., excluding proceeds from sales pursuant to our distribution reinvestment plan), which calculation shall be made by us with the assistance of our Dealer Manager commencing after the termination of our Primary Offering, and (iv) the date that such Class W share is redeemed or is no longer outstanding.

Our Dealer Manager enters into participating dealer agreements with certain other broker-dealers which authorize them to sell our shares. Upon sale of our shares by such broker-dealers, our Dealer Manager will re-allow all of the sales commissions and, subject to certain limitations, the stockholder servicing fees paid in connection with sales made by these broker-dealers. Our Dealer Manager may also re-allow to these broker-dealers a portion of their dealer manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our Dealer Manager, payment of attendance fees required for employees of our Dealer Manager or other affiliates to attend retail

19


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our Dealer Manager will also receive reimbursement of bona fide due diligence expenses; however, to the extent these due diligence expenses cannot be justified, any excess over actual due diligence expenses would have been considered underwriting compensation subject to a 10% FINRA limitation and, when aggregated with all other non-accountable expenses in connection with our Public Offering, may not exceed 3% of gross offering proceeds from sales in the Public Offering. We record a liability within Accounts Payable and Accrued Liabilities for the future estimated stockholder and dealer manager servicing fees and a reduction to additional paid-in capital at the time of sale of the Class T and Class W shares as an offering cost.

Redeemable Common Stock

We adopted a share redemption program that will enable stockholders to sell their shares to us in limited circumstances.

We record amounts that are redeemable under the share redemption program as redeemable common stock in the accompanying consolidated balance sheets since the shares are redeemable at the option of the holder and therefore their redemption is outside our control. The maximum amount redeemable under our share redemption program will be limited to the number of shares we could repurchase with the amount of the net proceeds from the sale of shares under the distribution reinvestment plan. However, accounting guidance states that determinable amounts that can become redeemable but that are contingent on an event that is likely to occur (e.g., the passage of time) should be presented as redeemable when such amount is known. Therefore, the net proceeds from the distribution reinvestment plan are considered to be temporary equity and are presented as redeemable common stock in our consolidated balance sheets.

In addition, current accounting guidance requires, among other things, that financial instruments that represent a mandatory obligation of us to repurchase shares be classified as liabilities and reported at settlement value. For the six months ended June 30, 2023 and 2022, we received redemption requests totaling approximately $0.2 million and none, respectively. The redemption requests were included in accounts payable and accrued liabilities as of June 30, 2023 and fulfilled in July 2023.

Preferred Equity in our Operating Partnership

We classified our Series A Cumulative Redeemable Preferred Units (as defined in Note 7 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480‑10‑S99. The Series A Cumulative Redeemable Preferred Units were redeemable by our Operating Partnership, in whole or in part, at the option of our Operating Partnership on or after the second anniversary of its issuance. Additionally, the holder could elect to redeem if any of the following events outside our control occur: i) change of control; ii) a breach of protective provisions; iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares were contingently redeemable, and under certain circumstances not solely within our control, we had classified our Series A Cumulative Redeemable Preferred Stock as temporary equity.

On May 2, 2023, the Preferred Investor waived the two year lock out clause on redemptions and the Operating Partnership redeemed all $15 million in Preferred Units and unpaid preferred distributions.

Preferred Equity

We classify our Series B Convertible Preferred Stock (as defined in Note 7 – Preferred Equity) on our consolidated balance sheets using the guidance in ASC 480‑10‑S99. The Series B Convertible Preferred Stock can be redeemed at our option on or after the third anniversary of its issuance. Additionally, the holder can elect to redeem if any of the following events outside our control occur: i) change of control; ii) a breach of protective provisions; iii) upon the occurrence of monetary and other material defaults under secured property debt; and (iv) if we do not maintain our REIT status. As the shares are contingently redeemable, and under certain circumstances not solely within our control, we have classified our Series B Convertible Preferred Stock as temporary equity.

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

20


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Fair Value Measurements

The accounting standard for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and provides for expanded disclosure about fair value measurements. Fair value is defined by the accounting standard for fair value measurements and disclosures as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels. The following summarizes the three levels of inputs and hierarchy of fair value we will use when measuring fair value:

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

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

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

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

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

The table below summarizes our fixed rate notes payable at June 30, 2023 and December 31, 2022. The estimated fair value of financial instruments are subjective in nature and are dependent on a number of important assumptions, including discount rates and relevant comparable market information associated with each financial instrument. The fair value of our fixed and variable rate notes payable was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. These assumptions are considered level 2 inputs within 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. Accordingly, the estimates presented below are not necessarily indicative of the amounts we would realize in a current market exchange.

 

 

June 30, 2023

 

 

December 31, 2022

 

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

Fixed Rate Secured Debt

 

$

4,500,000

 

 

$

4,800,000

 

 

$

4,500,000

 

 

$

4,800,000

 

As of June 30, 2023, we had interest rate swaps and an interest rate cap to hedge our interest rate exposure (See Notes 5 – Debt and 6 – Derivative Instruments). The valuation of these instruments were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivatives. The analyses reflect the

21


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. The fair value of the interest rate hedges were determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash payments.

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 derivative 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, 2023, 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 adjustment was not significant to the overall valuation of our derivative. As a result, we determined that our derivatives valuation in its entirety was classified in Level 2 of the fair value hierarchy.

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. 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 cash flow hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that hedged forecasted transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.

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 derivative fair value adjustment within our consolidated statements of operations.

Income Taxes

We made an election to be taxed as a Real Estate Investment Trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2021. To qualify as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the REIT’s ordinary taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gains and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

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

22


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

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

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, 2023 and December 31, 2022, the Company had no uncertain tax positions. As of June 30, 2023 and December 31, 2022, the Company had no interest or penalties related to uncertain tax positions. Income taxes payable are classified within accounts payable and accrued liabilities in the consolidated balance sheets. The tax year 2021 remains 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 2023, approximately 35%, 21%, and 16% of our rental income was concentrated in the Greater Toronto Area of Canada, Arizona and Florida, 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 one reportable segment: self storage operations. Within our self storage operations segment, as of June 30, 2023 and December 31, 2022, approximately $308.2 million and $54.6 million, respectively, of our long-lived assets relate to our operations in Canada. For the six months ended June 30, 2023 and 2022 approximately $2.4 million and none, respectively, of our revenues in the self storage segment related to our operations in Canada.

Recently Adopted Accounting Guidance

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging- Portfolio Layer Method. The new guidance allows the last-of-layer method for hedging financial instruments. The last-of-layer method allows an entity to hedge its exposure to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. The guidance in ASU 2022-01 are effective for fiscal years beginning after December 15, 2022. The Company has evaluated and determined that this standard did not have a material impact on the consolidated financial statements.

Note 3. Real Estate Facilities

The following summarizes the activity in real estate facilities during the six months ended June 30, 2023:

 

Real estate facilities

 

 

 

Balance at December 31, 2022

 

$

260,839,091

 

Facility acquisitions

 

 

248,841,711

 

Improvements and additions

 

 

1,557,429

 

Impact of foreign exchange rate changes

 

 

2,080,772

 

Balance at June 30, 2023

 

$

513,319,003

 

Accumulated depreciation

 

 

 

Balance at December 31, 2022

 

$

(5,093,282

)

Depreciation expense

 

 

(4,205,242

)

Impact of foreign exchange rate changes

 

 

(24,158

)

Balance at June 30, 2023

 

$

(9,322,682

)

 

23


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

The following table summarizes the purchase price allocations for our acquisitions during the six months ended June 30, 2023:

 

Property

 

Acquisition
Date

 

Real Estate
Assets

 

 

Intangibles

 

 

Total(1)

 

 

2023
Revenue
(2)

 

 

2023
Property
Operating
Income/(Loss)
(2)(3)

 

Edmonton – AB

 

01/31/23

 

$

11,198,071

 

 

$

140,100

 

 

$

11,338,171

 

 

$

147,184

 

 

$

2,310

 

North York – ONT

 

01/31/23

 

$

39,306,884

 

 

$

543,186

 

 

$

39,850,070

 

 

$

439,720

 

 

$

101,722

 

Bradenton land - FL (4)

 

02/16/23

 

$

1,390,987

 

 

$

 

 

$

1,390,987

 

 

$

 

 

$

 

Etobicoke land - ONT (5)

 

03/27/23

 

$

1,749,931

 

 

$

 

 

$

1,749,931

 

 

$

 

 

$

 

Vancouver – BC

 

05/04/23

 

$

32,913,632

 

 

$

224,040

 

 

$

33,137,672

 

 

$

57,247

 

 

$

(27,632

)

Mississauga – ONT

 

06/19/23

 

$

31,146,956

 

 

$

1,016,426

 

 

$

32,163,382

 

 

$

62,738

 

 

$

38,744

 

Mississauga II – ONT

 

06/19/23

 

$

35,700,426

 

 

$

227,843

 

 

$

35,928,269

 

 

$

13,820

 

 

$

(17,583

)

Burlington II – ONT

 

06/19/23

 

$

18,900,250

 

 

$

314,063

 

 

$

19,214,313

 

 

$

19,258

 

 

$

(3,930

)

Toronto – ONT

 

06/19/23

 

$

38,989,580

 

 

$

987,462

 

 

$

39,977,042

 

 

$

58,474

 

 

$

33,752

 

Hamilton – ONT

 

06/19/23

 

$

9,268,382

 

 

$

305,678

 

 

$

9,574,060

 

 

$

21,347

 

 

$

(3,949

)

Woodbridge – ONT

 

06/19/23

 

$

28,276,612

 

 

$

749,364

 

 

$

29,025,976

 

 

$

50,702

 

 

$

27,092

 

 

 

 

$

248,841,711

 

 

$

4,508,162

 

 

$

253,349,873

 

 

$

870,490

 

 

$

150,526

 

 

(1)
The allocations noted above are based on a determination of the relative fair value of the total consideration provided and represent the amount paid for the transaction, including capitalized acquisition costs.
(2)
The operating results of the facilities acquired above have been included in our consolidated statements of operations since their respective acquisition date.
(3)
Property operating income/(loss) excludes corporate general and administrative expenses, asset management fees, depreciation, amortization, and acquisition expenses.
(4)
The Bradenton land is an undeveloped parcel of land adjacent to our property in Bradenton, Florida. We intend to expand our current self storage facility on the Bradenton land. Estimated development costs are approximately $5 million, which we expect to fund with a combination of net proceeds from our Primary Offering and/or potential future debt financing.
(5)
The Etobicoke land is an undeveloped parcel of land in Etobicoke, Ontario Canada. We intend to develop the Etobicoke land into a self storage facility. Estimated development costs are approximately CAD $20 million, which we expect to fund with a combination of net proceeds from our Primary Offering and/or potential future debt financing.

Note 4. Investments in Unconsolidated Real Estate Ventures

We have entered into various agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land and develop them into self storage facilities.

We account for these investments using the equity method of accounting and they are stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings (loss) of each of the unconsolidated investments.

The Company's investments in unconsolidated real estate ventures is summarized as follows:

 

 

 

 

 

 

 

 

 

 

Carrying Value of
Investment

 

 

 

Location

 

Date Real Estate
Venture Acquired
Land

 

Real Estate
Venture Status

 

Equity
Ownership %

 

June 30,
2023

 

 

December 31,
2022

 

Toronto

 

Toronto, Ontario

 

April 2021

 

Under development

 

50%

 

$

3,985,248

 

 

$

3,820,955

 

Toronto II

 

Toronto, Ontario

 

December 2021

 

Under development

 

50%

 

 

6,120,793

 

 

 

5,706,395

 

Dorval

 

Dorval, Quebec

 

February 2023

 

Under development

 

50%

 

 

2,497,506

 

 

 

 

 

 

 

 

 

 

 

 

 

$

12,603,547

 

 

$

9,527,350

 

 

24


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

On April 19, 2021, our Operating Partnership (through its subsidiaries) and SmartCentres (through its subsidiaries) acquired an undeveloped tract of land located in Toronto, Ontario (the “Toronto Land”) from an unaffiliated third party. The Toronto Land is owned by a limited partnership in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) are each a 50% limited partner and each have an equal ranking general partner. At closing, our Operating Partnership (through its subsidiaries) subscribed for 50% of the units of the limited partnership at an agreed upon subscription price of approximately CAD $4.25 million, representing a contribution equivalent to 50% of the purchase price of the Toronto Land. We expect that the limited partnership will develop the Toronto Land into a self storage facility (the “Toronto Property”). Our 50% share of estimated development costs are approximately CAD $8 million which is expected to be funded with debt proceeds.

On December 14, 2021, our Operating Partnership (through its subsidiaries) and SmartCentres (through its subsidiaries) acquired three parcels of land located in Toronto, Ontario (the “Toronto II Land”) from an unaffiliated third party. The Toronto II Land is owned by a limited partnership in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) are each a 50% limited partner and each have an equal ranking general partner. At closing, our Operating Partnership (through its subsidiaries) subscribed for 50% of the units of the limited partnership at an agreed upon subscription price of approximately CAD $6.6 million, representing a contribution equivalent to 50% of the purchase price of the Toronto II Land. We expect that the limited partnership will develop the Toronto II Land into a self storage facility (the “Toronto II Property”). Our 50% share of estimated development costs are approximately CAD $11 million which is expected to be funded with debt proceeds.

On February 21, 2023, our Operating Partnership (through its subsidiaries) and SmartCentres (through its subsidiaries) acquired an undeveloped tract of land located in Dorval, Quebec (the “Dorval Land”) from an unaffiliated third party. The Dorval Land is owned by a limited partnership in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) are each a 50% limited partner and each have an equal ranking general partner. At closing, our Operating Partnership (through its subsidiaries) subscribed for 50% of the units of the limited partnership at an agreed upon subscription price of approximately CAD $3.0 million, representing a contribution equivalent to 50% of the purchase price of the Dorval Land. We expect that the limited partnership will develop the Dorval Land into a self storage facility (the “Dorval Property”). Our 50% share of estimated development costs are approximately CAD $12 million which is expected to be funded with debt proceeds.

Note 5. Debt

The Company’s secured debt is summarized as follows:

 

Debt

 

June 30,
2023

 

 

December 31,
2022

 

 

Interest
Rate

 

 

Maturity
Date

Huntington Credit Facility

 

$

107,574,000

 

 

$

95,091,351

 

 

 

7.75

%

(1)

11/30/2025

Skymar Loan

 

 

4,800,000

 

 

 

4,800,000

 

 

 

4.125

%

 

8/1/2024

SmartStop Delayed Draw Mezzanine Loan

 

 

 

 

 

35,000,000

 

 

 

 

 

N/A

National Bank of Canada - Burlington Loan

 

 

12,078,974

 

 

 

12,055,230

 

 

 

7.52

%

(2)

9/20/2025

National Bank of Canada - Cambridge Loan

 

 

11,392,197

 

 

 

11,439,000

 

 

 

7.52

%

(3)

12/20/2025

National Bank of Canada - North York Loan

 

 

18,867,500

 

 

 

 

 

 

7.67

%

(4)

1/31/2025

Bank of Montreal Loan

 

 

16,320,388

 

 

 

 

 

 

7.77

%

(5)

5/4/2025

First National Loan

 

 

6,645,134

 

 

 

 

 

 

8.85

%

(6)

5/18/2025

National Bank of Canada - Ontario Loan

 

 

95,997,840

 

 

 

 

 

 

7.87

%

(7)

6/15/2025

SmartStop Bridge Loan

 

 

15,000,000

 

 

 

 

 

 

8.09

%

 

12/31/2023

Debt issuance costs, net

 

 

(2,417,739

)

 

 

(1,216,158

)

 

 

 

 

 

Total Secured Debt

 

$

286,258,294

 

 

$

157,169,423

 

 

 

 

 

 

 

25


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

(1)
This variable rate loan encumbers 12 properties (Phoenix I, Phoenix II, Surprise, Bradenton, Apopka, Vancouver WA, Portland, Newark, Levittown, Chandler, St. Johns and Oxford). We entered into interest rate swap agreements and an interest rate cap that fixes SOFR at 3.39% until the maturity of the loan.
(2)
This variable rate loan encumbers our Burlington, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023 and December 31, 2022, respectively. We entered into an interest rate swap agreement that fixes CDOR at 4.02% until the maturity of the loan.
(3)
This variable rate loan encumbers our Cambridge, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023 and December 31, 2022, respectively. We entered into an interest rate swap agreement that fixes CDOR at 3.83% until the maturity of the loan.
(4)
This variable rate loan encumbers our North York, ONT property and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 3.79% until the maturity of the loan.
(5)
This variable rate loan encumbers our Vancouver, BC property and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 4.47% until the maturity of the loan.
(6)
This variable rate loan encumbers our Edmonton, AB property and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023.
(7)
This variable rate loan encumbers our Ontario Portfolio and the amount shown above is in USD based on the foreign exchange rate in effect as of June 30, 2023. We entered into an interest rate swap agreement that fixes CDOR at 4.73% until the maturity of the loan.

The weighted average interest rate on our consolidated debt, excluding the impact of our interest rate hedging activities, as of June 30, 2023 was approximately 7.75%.


Huntington Credit Facility

On November 30, 2021, we, through three special purpose entities (collectively, the “Borrower”) wholly owned by our Operating Partnership, entered into a credit agreement (the “Credit Agreement”) with Huntington National Bank (“Huntington”), as administrative agent and sole lead arranger.

Under the terms of the Credit Agreement, the Borrower had a maximum borrowing capacity of $50 million (the “Huntington Credit Facility”). However, certain financial requirements with respect to both the Borrower and the “Pool” of “Mortgaged Properties” must be satisfied prior to making any drawdowns on the Huntington Credit Facility in accordance with the Credit Agreement. At close, we borrowed approximately $22.4 million on the Huntington Credit Facility, secured by a first mortgage deed of trust on the Surprise, Phoenix and Phoenix II Properties. On December 30, 2021, in conjunction with the acquisitions of the Bradenton Property and Apopka Property, we borrowed an additional approximately $14.7 million pursuant to the Huntington Credit Facility and the Bradenton and Apopka Properties were added as security. On April 26, 2022, the Vancouver Property was added as security to the Huntington Credit Facility and we borrowed approximately $12.9 million.

On May 17, 2022, we entered into an amendment and joinder to amend the Huntington Credit Facility (the “Second Amendment”). Under the terms of the Second Amendment, we increased our borrowing capacity by $50 million for a total borrowing capacity of $100 million. In conjunction with the increase of the maximum borrowing capacity we drew approximately $14.5 million on the Huntington Credit Facility to acquire the Chandler Property and the property was added as security. On May 26, 2022, we borrowed approximately $30.6 million on the Huntington Credit Facility, secured by a first mortgage deed of trust on the Levittown, Newark and Portland Properties. In conjunction with the May 26, 2022 draw on the Huntington Credit Facility, the Huntington Bridge Loan (described below) was repaid and terminated in accordance with the Huntington Bridge Loan Agreement without any fees or penalties.

On April 13, 2023, we entered into an amendment and joinder to the Huntington Credit Facility to: (i) increase the borrowing capacity up to approximately $107.6 million; (ii) extend the maturity date by one-year until November 30, 2025; (iii) add two additional special purpose entities as borrowers under the Huntington Credit Facility (the “Additional Borrowers” and together with the Initial Borrower, the “Borrower”); and (iv) modify certain other covenants. In connection

26


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

with such amendment and joinder, we, through the Additional Borrowers, added the St. Johns and Oxford properties owned by the Additional Borrowers to the Huntington Credit Facility and drew approximately $12.5 million.

In conjunction with the amendment to the Huntington Credit Facility, we entered into an interest rate swap agreement with a notional amount of $60.0 million, whereby Secured Overnight Financing Rate ("SOFR") is fixed at 4.01% through the maturity of the Huntington Credit Facility. On April 13, 2023, we entered into an interest rate cap agreement with a notional amount of $47.6 million, whereby SOFR is capped at 2.6% through the maturity of the Huntington Credit Facility.

The Huntington Credit Facility is a term loan that has a maturity date of November 30, 2025, which may, in certain circumstances, be extended at the option of the Borrower until November 30, 2027. Payments due under the Huntington Credit Facility are interest-only during the initial term of the loan.

The amounts outstanding under the Huntington Credit Facility bear interest at a variable rate equal to the 1 month Term SOFR plus 2.61%, adjusted monthly, with a floor of 3.25%. As of June 30, 2023, the interest rate on the Huntington Credit Facility was 7.75%. The loan may be prepaid in whole or in part, without penalty or premium, at any time, subject to certain conditions as set forth in the Credit Agreement.

The Credit Agreement contains certain customary representations and warranties, affirmative, negative and financial covenants, borrowing conditions, and events of default. We serve as a limited recourse guarantor with respect to the Huntington Credit Facility. In particular, the financial covenants include a minimum debt service coverage ratio and minimum net worth and liquid assets requirements applicable to us and our Operating Partnership as guarantors. As of June 30, 2023, we are in compliance with all such covenants.

Huntington Bridge Loan

On April 26, 2022, in connection with the acquisition of the Levittown and Newark Properties, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, entered into a term loan agreement (the “Huntington Bridge Loan Agreement”) with Huntington National Bank, for approximately $30.6 million (the “Huntington Bridge Loan”). The Huntington Bridge Loan was secured by a deed of trust on the Levittown, Newark and Portland Properties. We and our Operating Partnership served as limited guarantors with respect to the Huntington Bridge Loan. The interest rate on the Huntington Bridge Loan was equal to SOFR plus 2.61%, adjusted monthly, with a floor of 3.25%. Payments on the Huntington Bridge Loan were interest only until July 25, 2022, which was the initial maturity date. On May 26, 2022, in connection with a draw on the Huntington Credit Facility, the Huntington Bridge Loan was repaid and terminated in accordance with the Huntington Bridge Loan Agreement without fees or penalties.

Skymar Loan

On July 8, 2021, we, through a wholly-owned special purposes entity, entered into a $4.8 million financing with Skymar Capital Corporation (“Skymar”) as lender pursuant to a mortgage loan (the “Skymar Loan”). The Skymar Loan is secured by a first mortgage deed of trust on the Las Vegas property. The loan has a maturity date of August 1, 2024. Monthly payments due under the loan agreement (the “Skymar Loan Agreement”) are interest-only for the first two years, with principal and interest payments thereafter.

The amount outstanding under the Skymar Loan bears interest at an annual fixed rate equal to 4.125%. The loan may be prepaid in whole, but not in part, at any time, subject to certain conditions as set forth in the Skymar Loan Agreement. The loan documents contain agreements; representations; warranties and borrowing conditions; reserve requirements and events of default. In addition, and pursuant to the terms of the limited recourse guaranty, we serve as a non-recourse guarantor with respect to the Skymar Loan.

Loans from SmartStop OP, L.P.

SmartStop Delayed Draw Mezzanine Loan

On December 30, 2021, in connection with the acquisition of the Bradenton Property and the Apopka Property, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a mezzanine loan agreement (the “SmartStop Delayed Draw Mezzanine Loan Agreement”) with SmartStop OP, an affiliate of our sponsor, for up to $45 million (the

27


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

“SmartStop Delayed Draw Mezzanine Loan”). The SmartStop Delayed Draw Mezzanine Loan required a commitment fee equal to 1.0% of the amount drawn at closing. On December 30, 2021, we borrowed $6.8 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to partially fund the acquisitions of the Bradenton Property and the Apopka Property. The SmartStop Delayed Draw Mezzanine Loan is secured by a pledge of the equity interest in the indirect, wholly-owned subsidiaries of our Operating Partnership that own the Bradenton Property and the Apopka Property. Our Operating Partnership serves as a non-recourse guarantor with respect to the SmartStop Delayed Draw Mezzanine Loan.

On July 8, 2022, in connection with the acquisition of the St. Johns Property, we amended the SmartStop Delayed Draw Mezzanine Loan to allow for the addition of the St. Johns Property and we drew an additional $7.2 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to partially fund the acquisition of the St. Johns Property.

On September 21, 2022, in connection with the acquisition of the Oxford Property, we amended the SmartStop Delayed Draw Mezzanine Loan Agreement to allow for the addition of the Oxford Property and drew an additional $11.0 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to fund the acquisition of the Oxford Property.

On December 20, 2022, in connection with the acquisition of the Cambridge Property, we amended the SmartStop Delayed Draw Mezzanine Loan Agreement (the “Mezzanine Loan Amendment”) to increase the maximum principal amount of the loan from $45.0 million to $55.0 million and drew an additional $10.0 million to fund the acquisition of the Cambridge Property. The Amendment also extended the loan maturity date for an additional year, through December 30, 2023, converted the interest rate index from LIBOR to Daily Simple SOFR, and adjusted the contractual interest rate to remain at Daily Simple SOFR plus 3% during the extension period.

On January 31, 2023, in connection with the acquisition of the Edmonton Property, we drew an additional $15.0 million pursuant to the SmartStop Delayed Draw Mezzanine Loan. The proceeds were used to fund the acquisition of the Edmonton Property.

On May 2, 2023, we repaid the $50 million outstanding balance on the SmartStop Delayed Draw Mezzanine Loan with all accrued interest.

SmartStop Bridge Loan

On June 15, 2023, in connection with the acquisition of the Ontario Portfolio, we, through a wholly-owned subsidiary of our Operating Partnership (the “Bridge Loan Borrower”), entered into a bridge loan agreement (the “SmartStop Bridge Loan Agreement”) with SmartStop OP for $15.0 million (the “SmartStop Bridge Loan”). The SmartStop Bridge Loan required a commitment fee equal to 1.0% of the amount drawn at closing. The obligations of the Bridge Loan Borrower under the SmartStop Bridge Loan Agreement are unsecured. The proceeds of the SmartStop Bridge Loan were used to partially fund the acquisition of the Ontario Portfolio.

Pursuant to the SmartStop Bridge Loan Agreement, the amounts outstanding under the SmartStop Bridge Loan bear a floating rate equal to SOFR plus 3.00%. As of June 30, 2023, the interest rate on the SmartStop Bridge Loan was 8.09%. The SmartStop Bridge Loan has an initial maturity date of December 31, 2023, which may be extended until December 31, 2024 at the option of the Bridge Loan Borrower upon payment of an extension fee equal to $37,500 and an increase to the interest rate of 1.00%. Payments under the SmartStop Bridge Loan are interest-only and payable monthly. The SmartStop Bridge Loan may be prepaid either in whole or in part, at any time, without penalty or premium.

The SmartStop Bridge Loan contains customary affirmative and negative covenants, agreements, representations, warranties and borrowing conditions, and events of default.

National Bank of Canada - Burlington Loan

On September 20, 2022, in connection with the acquisition of the property in Burlington, Ontario (the “Burlington Property”), we, through a special purpose entity formed to acquire and hold the Burlington Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Burlington Loan”) for CAD $16.5 million, which is secured

28


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

by a deed of trust on the Burlington Property. Under the terms of the loan agreement (the “National Bank of Canada Burlington Loan Agreement”) the interest rate is equal to the one month Canadian Dollar Offered Rate ("CDOR"), plus 2.25%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $16.5 million, whereby the CDOR is fixed at 4.02% through the maturity of the loan. The National Bank of Canada - Burlington Loan has a maturity date of September 20, 2025, and monthly payments are principal and interest, calculated using 25 year amortization. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Burlington Loan.

The National Bank of Canada Burlington Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of June 30, 2023, we were in compliance with such covenants.

National Bank of Canada - Cambridge Loan

On December 20, 2022, in connection with the acquisition of the property in Cambridge, Ontario (the “Cambridge Property”), we, through a special purpose entity formed to acquire and hold the Cambridge Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - Cambridge Loan”) for CAD $15.5 million, which is secured by a deed of trust on the Cambridge Property. Under the terms of the loan agreement (the “National Bank of Canada Cambridge Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.25%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $15.5 million, whereby the CDOR is fixed at 3.83% through the maturity of the loan. The National Bank of Canada - Cambridge Loan has a maturity date of December 20, 2025, and monthly payments are interest-only for the first four quarters, payable monthly and payments of principal and interest, calculated using 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Cambridge Loan. On May 10, 2023, we made a CAD $0.4 million paydown of the outstanding loan balance in accordance with the loan agreement.

The National Bank of Canada Cambridge Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of June 30, 2023, we were in compliance with such covenants.

National Bank of Canada – North York Loan

On January 31, 2023, in connection with the acquisition of the property in North York, Ontario (the “North York Property”), we, through a special purpose entity formed to acquire and hold the North York Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada - North York Loan”) for CAD $25.0 million, which is secured by a deed of trust on the North York Property. Under the terms of the loan agreement (the “National Bank of Canada North York Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.40%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $25.0 million, whereby the CDOR is fixed at 3.79% through the maturity of the loan. The National Bank of Canada - North York Loan also has a maturity date of January 31, 2025. The National Bank of Canada - North York Loan is interest-only for the first year, payable monthly, and payments of principal and interest, calculated using a 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - North York Loan.

The National Bank of Canada North York Loan Agreement also contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants; agreements; representations; warranties and borrowing conditions; and events of default all as set forth in such loan agreement. As of June 30, 2023, we were in compliance with such covenants.

Bank of Montreal Loan

On May 4, 2023, in connection with the acquisition of the Vancouver, BC Property, we, through a special purpose entity formed to acquire and hold the Vancouver, BC Property, entered into a term loan with Bank of Montreal (the “Bank of Montreal Loan”) for approximately CAD $21.6 million, which is secured by a deed of trust on the Vancouver, BC Property. Under the terms of the loan agreement (the “Bank of Montreal Loan Agreement”) the interest rate is equal to the one-month

29


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

CDOR, plus 2.50%. In addition, we entered into an interest rate swap agreement with a notional amount of approximately CAD $21.6 million, whereby the CDOR is fixed at 4.47% through the maturity of the loan. The Bank of Montreal Loan also has an initial term of two years, maturing on May 4, 2025 with a one year extension option. The Bank of Montreal Loan is interest-only over the initial term of the loan.

The Bank of Montreal Loan Agreement contains a debt service coverage ratio covenant and customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as full recourse guarantor with respect to the Bank of Montreal Loan. As of June 30, 2023, we are in compliance with all such covenants.

First National Loan

On May 19, 2023, we, through a wholly-owned subsidiary of our Operating Partnership, entered into a term loan with First National Financial LP (the “First National Loan”) for approximately CAD $8.8 million. The First National Loan is secured by a deed of trust on the Edmonton Property.

Pursuant to the terms of the loan agreement for the First National Loan (the “First National Loan Agreement”), the amounts outstanding under the First National Loan bear a floating rate equal to the Royal Bank of Canada Prime Rate, plus 1.90%. As of June 30, 2023, the interest rate on the First National Loan was approximately 8.85%. The First National Loan has an initial term of two years and an initial maturity date of May 18, 2025. Payments under the First National Loan are interest-only and payable monthly.

The loan may be prepaid in whole, but not in part, at any time, subject to certain conditions as set forth in the First National Loan Agreement. The loan documents contain agreements; representations; warranties and borrowing conditions; reserve requirements and events of default. In addition, and pursuant to the terms of the limited recourse guaranty, we serve as a full recourse guarantor with respect to the First National Loan. As of June 30, 2023, we are in compliance with all such covenants.

National Bank of Canada – Ontario Loan

On June 15, 2023, in connection with the acquisition of the Ontario Portfolio (the “Ontario Portfolio”), we, through certain wholly-owned subsidiaries of our Operating Partnership, entered into a CAD $127.2 million financing with National Bank of Canada (the “National Bank of Canada - Ontario Loan”). The National Bank of Canada - Ontario Loan is secured by first mortgage of each of the six properties that comprise the Ontario Portfolio. The proceeds of the National Bank of Canada - Ontario Loan were used to partially fund the acquisition of the Ontario Portfolio.

Pursuant to the loan agreement (the “National Bank of Canada Ontario Loan Agreement”) the interest rate is equal to the one month CDOR, plus 2.60%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $127.2 million, whereby the CDOR is fixed at 4.73% through the maturity of the loan. The National Bank of Canada - Ontario Loan also has a maturity date of June 15, 2025. The National Bank of Canada - Ontario Loan is interest-only for the first year, payable monthly, and payments of principal and interest, calculated using a 25 year amortization, are due monthly after. In addition, we serve as a full recourse guarantor with respect to the National Bank of Canada - Ontario Loan.

The National Bank of Canada Ontario Loan Agreement contains an interest reserve requirement and a modified debt service coverage ratio covenant applicable to the Borrowers whereby the collateral properties must, in general, have a modified debt service coverage ratio of not less than 1.30 to 1.00. The National Bank of Canada Ontario Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. As of June 30, 2023, we were in compliance with such covenants.

30


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

The following table presents the future principal payment requirements on our outstanding secured debt as of June 30, 2023:

2023

 

$

15,358,887

 

2024

 

 

8,601,774

 

2025

 

 

264,715,372

 

Thereafter

 

 

 

Total payments

 

 

288,676,033

 

Debt issuance costs, net

 

 

(2,417,739

)

Total

 

$

286,258,294

 

 

Note 6. Derivative Instruments

Interest Rate Derivatives

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps and caps as part of our interest rate risk management strategy. The effective portion of the change in the fair value of the derivative that qualifies as a cash flow hedge 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 derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt.

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 derivative fair value adjustment within our consolidated statements of operations.


The following table summarizes the terms of our derivative financial instruments as of June 30, 2023:

 

 

Notional
Amount

 

Strike

 

Effective
Date

 

Maturity
Date

Interest Rate Derivative:

 

 

 

 

 

 

 

 

CDOR Swap - Burlington Loan (1)

 

$16,005,000

 

4.02%

 

September 27, 2022

 

September 20, 2025

CDOR Swap - Cambridge Loan (1)

 

$15,095,000

 

3.83%

 

December 20, 2022

 

December 22, 2025

CDOR Swap - North York Loan (1)

 

$25,000,000

 

3.79%

 

January 31, 2023

 

February 2, 2026

SOFR Swap - Huntington Credit Facility I (2)

 

$38,000,000

 

4.01%

 

April 12, 2023

 

November 28, 2025

SOFR Swap - Huntington Credit Facility II (2)

 

$22,000,000

 

4.01%

 

April 12, 2023

 

November 28, 2025

SOFR Cap - Huntington Credit Facility (2)

 

$47,574,000

 

2.60%

 

April 13, 2023

 

November 28, 2025

CDOR Swap - Bank of Montreal Loan (1)

 

$21,625,000

 

4.47%

 

May 4, 2023

 

May 4, 2026

CDOR Swap - Ontario Loan (3)

 

$127,200,000

 

4.73%

 

June 15, 2023

 

June 15, 2026

 

(1)
Notional amount is denominated in CAD and has been designated as a cash flow hedge.
(2)
Notional amount is denominated in USD and has been designated as a cash flow hedge.
(3)
Notional amount is denominated in CAD and we have elected not to apply hedge accounting.

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:

 

 

 

Asset/Liability Derivatives
Fair Value

 

 

 

June 30,
2023

 

 

December 31,
2022

 

Interest Rate Derivatives

 

 

 

 

 

 

Other assets

 

$

4,002,624

 

 

$

126,864

 

Accounts payable and accrued liabilities

 

 

104,453

 

 

 

 

 

31


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

The following table presents the effects of our derivative financial instruments on our consolidated statements of operations for the periods presented:

 

 

Location of
amounts reclassified from
OCI into income

 

 

 

Gain (loss) recognized in OCI

 

 

 

 

Gain (loss) reclassified from OCI

 

 

 

Three Months Ended June 30,

 

Type

 

2023

 

 

2022

 

 

 

 

2023

 

 

2022

 

Interest Rate Swaps

 

$

2,012,970

 

 

$

 

 

Interest Expense

 

$

266,325

 

 

$

 

Interest Rate Caps

 

$

663,616

 

 

$

 

 

Interest Expense

 

$

98,841

 

 

$

 

 

$

2,676,586

 

 

$

 

 

 

 

$

365,166

 

 

$

 

 

 

 

Location of
amounts reclassified from
OCI into income

 

 

 

Gain (loss) recognized in OCI

 

 

 

 

Gain (loss) reclassified from OCI

 

 

 

For the Six Months Ended June 30,

 

Type

 

2023

 

 

2022

 

 

 

 

2023

 

 

2022

 

Interest Rate Swaps

 

$

1,938,251

 

 

$

 

 

Interest Expense

 

$

353,498

 

 

$

 

Interest Rate Caps

 

$

663,616

 

 

$

 

 

Interest Expense

 

$

98,841

 

 

$

 

 

$

2,601,867

 

 

$

 

 

 

 

$

452,339

 

 

$

 

Based upon the forward rates in effect as of June 30, 2023, we estimate that approximately $2.0 million related to our qualifying cash flow hedges will be reclassified to reduce interest expense during the next 12 months.

Note 7. Preferred equity

Issuance of Preferred Units of Our Operating Partnership

On January 30, 2023, we, the Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”) pursuant to which the Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased 600,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Preferred Units”) at a liquidation preference of $25.00 per unit (the “Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to the Operating Partnership in an amount of $15 million (the “Preferred Investment”). The proceeds of the Preferred Investment were used to partially fund the acquisition of the North York Property. In connection with the Preferred Investment, we paid the Preferred Investor an investment fee equal to $150,000.

Amendment to our Operating Partnership Agreement

On January 30, 2023, in connection with the Preferred Investment, we and the Operating Partnership entered into Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amendment”) with the Preferred Investor, to establish a series of preferred units of limited partnership interest of the Operating Partnership which shall be designated the “Series A Cumulative Redeemable Preferred Units.” The Amendment sets forth the key terms of the Preferred Units which are summarized below.

Distribution Rate

The Preferred Units will receive current distributions (the “Current Distributions”) at a rate of 7.0% per annum on the Liquidation Amount 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 and calculated on an actual/360 basis.

Redemptions; Repurchases

The Preferred Units may be redeemed by the Operating Partnership, in whole or in part, at the option of the Operating Partnership at any time or from time to time following the second anniversary of the initial date of issuance. The redemption

32


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

price for the Preferred Units will be equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption (the “Redemption Price”). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot or in such other manner as determined by us, as the general partner of the Operating Partnership.

Covenants

The Amendment contains a number of covenants applicable to us and the Operating Partnership, including, but not limited to, certain covenants that require that distributions on the Preferred Units be given priority over other disbursements, including distributions on Common Units and certain redemptions of our shares of common stock, each under the circumstances outlined further in the Amendment.

Events of Default; Protective Provisions

The Amendment contains standard events of default. The Amendment also contains certain protective provisions, including a requirement that the Operating Partnership must obtain the consent of the Preferred Investor before issuing stock or units that rank senior to the Preferred Units, engaging in a change of control, and certain other actions.

On May 2, 2023, the Preferred Investor waived the two year lock out clause on redemptions and the Operating Partnership redeemed all $15 million in Preferred Units and unpaid preferred distributions.

Issuance of Preferred Stock of Our Company

On May 1, 2023, we issued $150 million in shares (the “Shares”) of our new Series B Convertible Preferred Stock (the “Series B Preferred Stock”) pursuant to a preferred stock purchase agreement (the “Series B Preferred Stock Purchase Agreement”) with Extra Space Storage LP (the “Investor”), a subsidiary of Extra Space Storage Inc. (NYSE: EXR). We paid the Investor an investment fee equal to 0.50% of the aggregate Purchase Price at the closing.

The Series B Preferred Stock Purchase Agreement provides that the purchase price for the Shares shall be equal to $1,000 per share (the “Purchase Price”). The terms of the Series B Preferred Stock, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, are set forth in the articles supplementary for the Series B Preferred Stock (the “Series B Articles Supplementary”), which are described in more detail below.

In connection with the issuance of the Series B Preferred Stock, and in certain other limited circumstances, we permitted the Investor, or any entity that beneficially owns or constructively owns shares of our stock as a result of the Investor’s ownership of Series B Preferred Stock, to beneficially own and constructively own the Series B Preferred Stock issued to the Investor pursuant to the Series B Preferred Stock Purchase Agreement and any Class A Common Stock issued upon conversion of the Series B Preferred Stock.

We primarily used the net proceeds from the issuance of the Shares to repay the SmartStop Delayed Draw Mezzanine Loan, to redeem the Series A Preferred Units of our Operating Partnership, to finance the acquisitions of the Vancouver Property and Ontario Portfolio, to fund development and improvement pipelines, for working capital and for other general corporate purposes.

Articles Supplementary

On May 1, 2023, in connection with the issuance of the Series B Preferred Stock, we filed the Series B Articles Supplementary with the State Department of Assessments and Taxation of Maryland, to classify and designate 150,000 authorized but unissued shares of preferred stock as the “Series B Convertible Preferred Stock.” The Series B Articles Supplementary sets forth the key terms of the Series B Preferred Stock which are summarized below.

As set forth in the Series B Articles Supplementary, the Series B Preferred Stock ranks senior to all other classes of our capital stock, including the Class A common stock (“Class A Common Stock”), Class P common stock, Class T common stock and Class W common stock (collectively, the “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. Dividends payable on each share of Series B Preferred Stock will initially be equal to a rate of 8.35% per annum. If the Series B Preferred Stock has not been redeemed on or prior to the fifth anniversary of the issuance of the Shares pursuant to the Series B Preferred Stock Purchase Agreement, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 11.0% per annum until the tenth anniversary of the issuance of the Shares pursuant to the Series B Preferred

33


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Stock Purchase Agreement, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series B Preferred Stock is redeemed or repurchased in full.

Upon any voluntary or involuntary liquidation, dissolution or winding up, the holders of Series B Preferred Stock will be entitled to receive a payment equal to the greater of (i) the aggregate Purchase Price of all outstanding Shares (the “Series B Preferred Stock Liquidation Amount”), plus an amount equal to any accrued and unpaid dividends and other distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that that would have been payable had the Shares been converted into Common Stock pursuant to the terms of the Series B Articles Supplementary immediately prior to such liquidation.

Subject to certain additional redemption rights, as described herein, we have the right to redeem the Series B Preferred Stock for cash at any time following the third anniversary of the issuance of the Shares pursuant to the Series B Preferred Stock Purchase Agreement. The amount of such redemption will be equal to the aggregate Purchase Price of all outstanding Shares, plus applicable redemption premium as set forth in the Series B Articles Supplementary (together, the “Redemption Price”) and an amount equal to any accrued and unpaid dividends and distributions on the Series B Preferred Stock (whether or not accumulated or authorized and declared) up to the redemption date. Upon the listing of Common Stock on a national securities exchange (the “Listing”), we have the right to redeem any or all outstanding Series B Preferred Stock at an amount equal to the greater of (i) the amount that the holders of such Shares would have received had such Shares been converted into Common Stock pursuant to the terms of the Series B Articles Supplementary immediately prior to the initial Listing, and then all of such Shares had been sold in the initial Listing, up to the Conversion Value Limitation (as described herein), or (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions on the Series B Preferred Stock (whether or not accumulated or authorized and declared) up to the date of initial Listing. The Conversion Value Limitation is an amount per share determined using an as-converted value limitation equal to a premium of $40 million if any or all 150,000 shares of Series B Preferred Stock are issued and outstanding. Upon a change of control event, we have the right to redeem any or all outstanding Series B Preferred Stock at an amount equal to the greater of (i) the amount that the holders of such Shares would have received had the Shares been converted into Common Stock pursuant to the terms of the Series B Articles Supplementary immediately prior to such change of control, up to the Conversion Value Limitation or (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions up to the redemption date. In addition, subject to certain cure provisions, if we fail to maintain our status as a real estate investment trust, the holders of Series B Preferred Stock have the right to require us to repurchase the Series B Preferred Stock at an amount equal to the Redemption Price plus an amount equal to any accrued and unpaid dividends and distributions on the Series B Preferred Stock (whether or not accumulated or authorized and declared) up to the redemption date.

At any time after the earlier to occur of (i) the third anniversary of the issuance of the Shares is issued pursuant to the Series B Preferred Stock Purchase Agreement or (ii) 180 days after an initial Listing, the holders of Series B Preferred Stock have the right to convert any or all of the Series B Preferred Stock held by such holders into Class A Common Stock at a rate per share equal to the quotient obtained by dividing the Series B Preferred Stock Liquidation Amount, plus an amount equal to any accrued and unpaid dividends or other distributions (whether or not accumulated or authorized and declared), by the conversion price. The conversion price is initially $11.00, and may be adjusted in connection with stock splits, stock dividends and other similar transactions. In no event will the value of the Class A Common Stock issued by us upon conversion of the Series B Preferred Stock into Class A Common Stock exceed the Conversion Value Limitation.

The holders of Series B 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 B Preferred Stock has not been paid for at least four quarterly dividend periods (whether or not consecutive), the holders of Series B Preferred Stock have the right to vote together with the holders of Common Stock as a single class on any matter submitted to a vote of our stockholders. The number of votes applicable to a share of Series B Preferred Stock will be equal to the number of shares of Class A Common Stock into which a share of Series B Preferred Stock could have been converted 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 B 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 Chief Executive Officer as of the date of the Purchase Agreement, or any entities in which such person has a controlling interest (excluding certain self-storage real estate programs sponsored by our sponsor or us), (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related, (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 the our revenues for our last fiscal year and (v) permitting any individual other than H. Michael Schwartz to (A) serve as our Chairman or any similar role or (B) otherwise perform any of the duties typically performed by Mr. Schwartz in his capacity as Chairman as of the date of the Series B Preferred Stock Purchase Agreement.

34


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Investor's Right Agreement

On May 1, 2023, concurrent with our entry into the Series B Preferred Stock Purchase Agreement, we and the Investor entered into an investors’ rights agreement (the “Investors’ Rights Agreement”). Pursuant to the Investors’ Rights Agreement, the Investor has the right to request us to register for resale under the Securities Act of 1933, as amended, shares of the Class A Common Stock issued to the Investor upon conversion of the Shares acquired pursuant to the Series B Preferred Stock Purchase Agreement, subject to certain limitations. After the first anniversary of the issuance of the Shares, the Investor may request up to four demand registrations for an amount of shares equal to at least $15 million each. We will use our reasonable best efforts to (i) file a registration statement on Form S-3 within 30 days of such request (or a registration statement on Form S-11 or such other appropriate form within 60 days of such request) and (ii) cause such registration statement to become effective as promptly as practicable thereafter. The Investors’ Rights Agreement also grants the Investor certain “piggyback” registration rights.

Further Amendment to our Operating Partnership Agreement

On May 1, 2023, concurrent with our entry into the Series B Preferred Stock Purchase Agreement, we and the Operating Partnership entered into Amendment No. 2 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, which amended the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended (the “Operating Partnership Agreement”), to create Series B Convertible Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series B Preferred Stock and are summarized below:

Distribution Rate: Outstanding Series B Convertible Preferred Units will receive current distributions at a rate of 8.35% per annum on the liquidation amount of such Series B Convertible Preferred Units, payable monthly and calculated on an actual/360 basis. If any Series B Convertible Preferred Units have not been redeemed on or prior to the fifth anniversary of the issuance of such Series B Convertible Preferred Units, the distribution rate will increase an additional 0.75% per annum each year thereafter to a maximum of 11.0% per annum until the tenth anniversary of the issuance of such Series B Convertible Preferred Units, at which time the distribution rate shall increase 0.75% per annum each year thereafter until the Series B Convertible Preferred Units are redeemed or repurchased in full.

Liquidation Rights: Upon any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership, the holders of Series B Convertible Preferred Units will be entitled to receive a payment equal to the greater of (i) the liquidation amount of such Series B Convertible Preferred Units, plus an amount equal to any accrued and unpaid distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that that would have been payable had such Series B Convertible Preferred Units been converted into common units of our Operating Partnership immediately prior to such liquidation.

Redemptions; Repurchases: In connection with any redemption of shares of Series B Preferred Stock, our Operating Partnership shall redeem, on the date of such redemption, an equal number Series B Convertible Preferred Units in exchange for an amount of cash equal to the amount of cash, if any, paid to redeem the shares of Series B Preferred Stock.

Conversion Rights: In the event that any share of Series B Preferred Stock is converted into shares of any class of our common stock, our Operating Partnership shall convert, on the date of such conversion, an equal number of Series B Convertible Preferred Units into common units of our Operating Partnership at the same conversion rate at which such shares of Series B Preferred Stock are convertible into such class of common stock.

As of June 30, 2023, there were 150,000 Preferred Shares outstanding with an aggregate liquidation preference of approximately $152.1 million, which consists of $150 million from the initial closing and approximately $2.1 million of accumulated and unpaid distributions.

Note 8. Related Party Transactions

Fees to Affiliates

Our Private Offering Advisory Agreement and our Private Offering Dealer Manager Agreement entitled our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Private Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.

In addition, our Advisory Agreement with our Advisor and our Dealer Manager Agreement with our Dealer Manager entitle our Advisor and our Dealer Manager to specified fees upon the provision of certain services with regard to the Public Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organization

35


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

and offering costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.

Organization and Offering Costs

Organization and offering costs of the Private Offering paid by our Advisor on our behalf will be reimbursed to our Advisor. In addition, organization and offering costs of the Public Offering have been paid and will continue to be paid by our Advisor on our behalf and will be reimbursed to our Advisor; provided, however, that our Advisor will fund, and will not be reimbursed for, 1.0% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses. Organization and offering costs consist of all expenses (other than sales commissions, the dealer manager fee, stockholder servicing fees and dealer manager servicing fees) to be paid by us in connection with the Private Offering and Public Offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder and other accountable organization and offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Private Offering and Public Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Our Advisor will be required to reimburse us within 60 days after the end of the month which the Public Offering terminates to the extent we paid or reimbursed organization and offering costs (including sales commissions, dealer manager fees, stockholder servicing fees, and dealer manager servicing fees) in excess of 15% of the gross offering proceeds from the Primary Offering.

Advisory Agreements

We do not have any employees. Our Advisor is primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory Agreement. As discussed above, we will be required under our Advisory Agreement to reimburse our Advisor for organization and offering costs; provided, however, our Advisor funded, and will not be reimbursed for, 1% of the gross offering proceeds from the sale of Class W shares towards payment of organization and offering expenses. As noted above, the Advisory Agreement also requires our Advisor to reimburse us to the extent that offering expenses, including sales commissions, dealer manager fees, stockholder servicing fees and dealer manager servicing fees, are in excess of 15% of gross proceeds from the Primary Offering.

Our Advisor receives acquisition fees equal to 1.0% of the contract purchase price of each property we acquire plus reimbursement of any acquisition expenses our Advisor incurs. Our Advisor also receives a monthly asset management fee equal to 0.0625%, which is one-twelfth of 0.75%, of our aggregate asset value, as defined. Under our Advisory Agreement, our Advisor will receive a disposition fee equal to the lesser of 1% of the contract sales price of each property sold or 50% of the competitive commission rate.

SSA may also be entitled to various subordinated distributions under our Operating Partnership agreement if we (1) list our shares of common stock on a national exchange, (2) terminate or do not renew the Advisory Agreement, (3) liquidate our portfolio, or (4) effect a merger or other corporate reorganization.

Our Advisory Agreement provides for reimbursement of our Advisor’s direct and indirect costs of providing administrative and management services to us. Beginning four fiscal quarters after commencement of the Public Offering, pursuant to our Advisory Agreement, our Advisor will be required to pay or reimburse us the amount by which our aggregate annual operating expenses, as defined, exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60 days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that the excess expenses were justified. As of June 30, 2023, our aggregate annual operating expenses, as defined, did not exceed the threshold described above.

Property Management Agreement

Each of our self storage properties is managed by our Property Manager under separate property management agreements. Under each agreement, our Property Manager receives a fee for its services in managing our properties, generally equal to the greater of $3,000 or 6% of the gross revenues from the properties plus reimbursement of the Property

36


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Manager’s costs of managing the properties. In addition, our Property Manager or an affiliate has the exclusive right to offer tenant insurance plans, tenant protection plans or similar programs (collectively “Tenant Programs”) to customers at our properties and is entitled to substantially all of the benefits of such Tenant Programs. The property management agreements have a three-year term and automatically renew for successive three year periods thereafter, unless we or our Property Manager provide prior written notice at least 90 days prior to the expiration of the term. After the end of the initial three year term, either party may terminate a property management agreement generally upon 60 days’ prior written notice. With respect to each new property we acquire for which we enter into a property management agreement with our Property Manager we also pay our Property Manager a one-time start-up fee in the amount of $3,750.

All of our properties are operated under the “SmartStop® Self Storage” brand. An affiliate of our Sponsor owns the rights to the “SmartStop® Self Storage” brand.

Transfer Agent Agreement

Our Chief Executive Officer is also the chief executive officer and indirect owner of the parent company of our transfer agent (our "Transfer Agent"), which is a registered transfer agent with the SEC. Pursuant to our transfer agent agreement, our Transfer Agent provides transfer agent and registrar services to us. These services are substantially similar to what a third party transfer agent would provide in the ordinary course of performing its functions as a transfer agent, including, but not limited to: providing customer service to our stockholders, processing the distributions and any servicing fees with respect to our shares and issuing regular reports to our stockholders. Our Transfer Agent may retain and supervise third party vendors in its efforts to administer certain services. Our Transfer Agent also conducts transfer agent and registrar services for our Sponsor and other non-traded REITs sponsored by our Sponsor.

Fees paid to our Transfer Agent are based on a fixed quarterly distribution fee, monthly open account fee, monthly portal fee, one-time initial account setup fee, one-time transfer fee and phone call fee per investor call received by our transfer agent. In addition, we will reimburse 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 will pay our Transfer Agent fees for any additional services we may request from time to time, in accordance with its rates then in effect. Upon the request of our Transfer Agent, we may also advance payment for substantial reasonable out-of-pocket expenditures to be incurred by it.

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

Pursuant to the terms of the agreements described above, the following table summarizes related party costs incurred and paid by us for the year ended December 31, 2022 and the six months ended June 30, 2023, as well as any related amounts payable as of December 31, 2022 and June 30, 2023:

 

 

 

Year Ended December 31, 2022

 

For the Six Months Ended June 30, 2023

 

 

Incurred

 

Paid

 

Payable

 

Incurred

 

Paid

 

Payable

Expensed

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses
   (including organizational costs)

 

$2,761,281

 

$1,936,266

 

$947,486

 

$2,554,375

 

$2,141,659

 

$1,360,202

Asset management fees

 

1,348,314

 

1,370,458

 

 

1,315,925

 

1,044,717

 

271,208

Property management fees

 

551,493

 

559,698

 

 

511,193

 

376,863

 

134,330

Transfer Agent expenses

 

145,716

 

138,529

 

7,187

 

104,067

 

111,254

 

Acquisition expenses (1)

 

631,575

 

739,556

 

3,674

 

280,899

 

179,263

 

105,310

Capitalized

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related (2)

 

4,797,897

 

4,442,083

 

751,460

 

5,808,206

 

3,851,088

 

2,708,578

Additional Paid-in Capital

 

 

 

 

 

 

 

 

 

 

 

 

Offering costs

 

102,285

 

167,785

 

 

14,940

 

14,940

 

Total

 

$10,338,561

 

$9,354,375

 

$1,709,807

 

$10,589,605

 

$7,719,784

 

$4,579,628

 

37


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

 

(1)
Amounts include third party acquisition expenses paid by our Sponsor and reimbursed by the Company.
(2)
Amounts include acquisition fees paid to our Sponsor and third party earnest money deposits paid by our Sponsor and reimbursed by the Company.

Tenant Programs

We may offer Tenant Programs to customers at our properties pursuant to which our Property Manager or an affiliate is entitled to substantially all of the net revenue attributable to the sale of Tenant Programs at our properties.

In order to protect the interest of the Property Manager in receiving these revenues in light of the fact that we control the properties and, hence, the ability of the Property Manager to receive such revenues, we and an affiliate of our Property Manager agreed to transfer our respective rights in such revenue to a joint venture entity owned 0.1% by our TRS subsidiary and 99.9% by our Property Manager’s affiliate (the “PM Affiliate”). Under the terms of the operating agreement of the joint venture entity, dated March 8, 2021 (the “JV Agreement”), our TRS receives 0.1% of the net revenues generated from such Tenant Programs and the PM Affiliate receives the other 99.9% of such net revenues. The JV Agreement further provides, among other things, that if a member or its affiliate terminates all or substantially all of the property management agreements or defaults in its material obligations under the JV Agreement or undergoes a change of control, as defined, (the “Triggering Member”), the other member generally shall have the right (but not the obligation) to either (i) sell all of its interest in the joint venture to the Triggering Member at fair market value (as agreed upon or as determined under an appraisal process) or (ii) purchase all of the Triggering Member’s interest in the joint venture at 95% of fair market value. For the six months ended June 30, 2023 and 2022, an affiliate of our Property Manager received net revenue from this joint venture of approximately $0.3 million and $0.1 million, respectively.

Storage Auction Program

Our Sponsor owns a minority interest in a company that owns 50% of an online auction company (the “Auction Company”) that serves as a web portal for self storage companies to post their auctions for the contents of abandoned storage units online instead of using live auctions conducted at the self storage facilities. The Auction Company receives a service fee for such services. During the six months ended June 30, 2023 and 2022, we paid approximately $11,000 and $1,000 in fees to the Auction Company related to our properties, respectively. Our properties will receive the proceeds from such online auctions.

Note 9. Commitments and Contingencies

Distribution Reinvestment Plan

We adopted a distribution reinvestment plan that will allow our stockholders to have distributions otherwise distributable to them invested in additional shares of our common stock at a price equal to 95% of the then-current per share offering price. We adopted an amended and restated distribution reinvestment plan in connection with the Public Offering. The purchase price per share is 95% of the latest per share offering price offered in the Private Offering for Class P shares and 95% of the current offering price of our shares in the Primary Offering for Class A, Class T and Class W shares. No sales commission or dealer manager fee will be paid on shares sold through the distribution reinvestment plan. We may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days’ prior written notice to stockholders.

As of June 30, 2023, we have sold approximately 0.4 million Class P shares, 32,500 Class A shares, 56,300 Class T shares and 7,500 Class W shares through our distribution reinvestment plan offering.

Share Redemption Program

We adopted a share redemption program for stockholders purchasing Class P shares in the Private Offering and a separate share redemption program for stockholders purchasing Class A shares, Class T shares and Class W shares in the Public Offering, each of which enables stockholders to sell their shares to us in limited circumstances. As long as our common stock is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption.

38


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Until we establish a net asset value per share, the redemption price per share for Class A shares, Class T shares and Class W shares purchased in our Public Offering shall initially be equal to the net investment amount of such shares, which will be based on the “amount available for investment” percentage for the respective class of shares, assuming the maximum amount of our public offering is raised, shown in the estimated use of proceeds table in our prospectus in effect as of the investor’s purchase date. For each class of shares, this amount will equal the then-current offering price of the shares, less the associated sales commissions, dealer manager fees and estimated organization and offering expenses not reimbursed by our Advisor assuming the maximum amount of our Public Offering is raised.

The redemption price per for Class P shares purchased in the Private Offering will depend on the length of time such stockholders have held such shares as follows (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock):

after one year from the purchase date — 90.0% of the Redemption Amount (as defined below);
after two years from the purchase date — 92.5% of the Redemption Amount;
after three years from the purchase date — 95.0% of the Redemption Amount; and
after four years from the purchase date — 100% of the Redemption Amount.

At any time we are engaged in an offering of Class P shares, the Redemption Amount for Class P shares purchased under the share redemption program will always be equal to or lower than the applicable per share offering price for such Class P shares. As long as we are engaged in an offering of Class P shares, the Redemption Amount shall be the lesser of the amount such stockholders paid for their Shares or the price per share in the offering. If we are no longer engaged in an offering of Class P shares, the per Share Redemption Amount will be determined by our board of directors.

Our board of directors may amend, suspend or terminate the share redemption program with 30 days’ notice to our stockholders. We may provide this notice by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.

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

Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” (as defined under the share redemption program) or bankruptcy, we may not redeem shares until the stockholder has held his or her shares for one year.
During any calendar year, we will not redeem in excess of 5% of the weighted-average number of shares outstanding during the prior calendar year.
The cash available for redemption is limited to the proceeds from the sale of shares pursuant to our distribution reinvestment plan.
We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

For the six months ended June 30, 2023 and 2022, we received redemption requests totaling approximately $0.2 million and none, respectively. The redemption requests were included in accounts payable and accrued liabilities as of June 30, 2023 and fulfilled in July 2023.

39


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Operating Partnership Redemption Rights

The limited partners of our Operating Partnership have the right to cause our Operating Partnership to redeem their limited partnership units for cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised under certain circumstances that could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. SSA and SmartStop OP are prohibited from exchanging or otherwise transferring units representing $202,000 of the initial investments in our Operating Partnership so long as our Advisor is acting as our Advisor pursuant to our Advisory Agreement.

Other Contingencies

From time to time, we are party to legal proceedings that arise in the ordinary course of our business. We are not aware of any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.

Note 10. Declaration of Distributions

Cash Distribution Declaration

On June 26, 2023, our board of directors declared a daily distribution rate of approximately $0.001698 per day per share on the outstanding shares of common stock payable to Class A, Class T, Class W and Class P stockholders of record of such shares as shown on our books at the close of business on each day of the period commencing on July 1, 2023 and ending September 30, 2023. In connection with this distribution, for the stockholders of Class T shares, after the stockholder servicing fee is paid, approximately $0.001424 per day will be paid per Class T share and for the stockholders of Class W shares, after the dealer manager servicing fee is paid, approximately $0.001569 per day will be paid per Class W share. Such distributions payable to each stockholder of record during a month will be paid the following month.

Note 11. Potential Acquisitions

Potential Acquisition of Scarborough Property

On July 15, 2021, an affiliate of our Sponsor assigned its interest in a purchase and sale agreement (the “Scarborough Purchase Agreement”) with an unaffiliated third party for the acquisition of a parcel of land to be developed into a self storage facility located in Scarborough, in the city of Toronto, Ontario (the “Scarborough Property”) to a wholly-owned subsidiary of our Operating Partnership. The purchase price of the Scarborough Property is approximately CAD $2.2 million. Construction is expected to commence following the closing of the acquisition. We expect to fund the acquisition of the Scarborough Property with a combination of net proceeds from our Primary Offering and/or potential future debt financing. If we fail to complete the acquisition, we may forfeit CAD $350,000 in earnest money deposits.

Potential Acquisition of Hamilton Property

On August 31, 2021, one of our subsidiaries entered into a contribution agreement with a subsidiary of SmartCentres, to acquire a tract of land owned by SmartCentres and located in Hamilton, Ontario (the “Hamilton Land”) in the Greater Toronto Area of Canada.

Upon closing, the Hamilton Land will be owned by a limited partnership (the “Hamilton Limited Partnership”), in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) will each be a 50% limited partner and each have an equal ranking general partner in the Hamilton Limited Partnership. It is intended that the Hamilton Limited Partnership develops a self storage facility on the land. At closing, we (through our subsidiaries) will subscribe for 50% of the units in the Hamilton Limited Partnerships at an agreed upon subscription price of approximately CAD $750,000, representing contributions equivalent to 50% of the agreed upon fair market value of the land. Construction is expected to commence following the closing of the acquisition. We expect to fund the acquisition of the Hamilton Land with a combination of net proceeds from our Primary Offering and/or potential future debt financing. If we fail to complete the acquisition, we may forfeit CAD $150,000 in earnest money deposits.

40


STRATEGIC STORAGE TRUST VI, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

 

Potential Acquisition of New Westminster Property

On August 3, 2022, one of our subsidiaries entered into a contribution agreement with a subsidiary of SmartCentres, to acquire a tract of land owned by SmartCentres and located in New Westminster, British Columbia (the “New Westminster Land”).

Upon closing, the New Westminster Land will be owned by a limited partnership (the “New Westminster Limited Partnership”), in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) will each be a 50% limited partner and each have an equal ranking general partner in the New Westminster Limited Partnership. It is intended that the New Westminster Limited Partnership develops a self storage facility on the land. At closing, we (through our subsidiaries) will subscribe for 50% of the units in the New Westminster Limited Partnership at an agreed upon subscription price of approximately CAD $3.3 million, representing contributions equivalent to 50% of the agreed upon fair market value of the land. Construction is expected to commence following the closing of the acquisition. We expect to fund the acquisition of the New Westminster Land with a combination of net proceeds from our Primary Offering and/or potential future debt financing. If we fail to complete the acquisition, we may forfeit CAD $660,000 in earnest money deposits.

Note 12. Subsequent Events

Offering Status

As of August 4, 2023, in connection with our offerings we have issued approximately 11.0 million Class P shares for gross offering proceeds of approximately $105.0 million, approximately 2.4 million Class A shares for gross offering proceeds of approximately $24.9 million, approximately 4.5 million Class T shares for gross offering proceeds of approximately $45.3 million and approximately 0.5 million Class W shares for gross offering proceeds of approximately $5.2 million.

41


 

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 statements and notes thereto contained elsewhere in this report. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should also be read in conjunction with our 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, 2022. See also “Cautionary Note Regarding Forward Looking Statements” preceding Part I.

Overview

Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), was formed on October 14, 2020 under the Maryland General Corporation Law for the purpose of engaging in the business of investing in self storage facilities and commenced formal operations on March 10, 2021. We made an election to be treated as a REIT under the Internal Revenue Code for federal income tax purposes beginning with our taxable year ended December 31, 2021.

On February 26, 2021, pursuant to a confidential private placement memorandum, we commenced a private offering of up to $200,000,000 in shares of our common stock and $20,000,000 shares of common stock pursuant to our distribution reinvestment plan. Please see Note 1 of the Notes to the Consolidated Financial Statements contained elsewhere in this report for additional information. The primary portion of our private offering was terminated on March 17, 2022. We received approximately $100.7 million in offering proceeds from the sale of our common stock pursuant to the private offering. Through our distribution reinvestment plan, we have issued approximately 0.4 million Class P shares for gross proceeds of approximately $4.0 million.

In connection with the Public Offering, defined below, we filed articles of amendment to our Charter (the “Articles of Amendment”) and articles supplementary to our Charter (the “Articles Supplementary”). Following the filing of the Articles of Amendment and the Articles Supplementary, we authorized 30,000,000 shares of common stock designated as Class P shares, 300,000,000 shares of common stock designated as Class A shares, 300,000,000 shares of common stock designated as Class T shares, and 70,000,000 shares of common stock designated as Class W shares. Any common stock sold in the Private Offering were redesignated as Class P common stock upon the filing of the Articles of Amendment. On May 28, 2021, we filed a Form S-11 Registration Statement, which was subsequently amended, with the Securities and Exchange Commission (“SEC”) to register a maximum of $1,000,000,000 in shares of Class A, Class T, and Class W common stock for sale to the public (the “Primary Offering”) and $95,000,000 in shares of Class A, Class T, and Class W common stock for sale pursuant to our distribution reinvestment plan (collectively, the “Public Offering”). On March 17, 2022, the SEC declared our registration statement effective. As of June 30, 2023, approximately 2.3 million Class A shares, approximately 4.2 million Class T shares and approximately 0.5 million Class W shares had been sold in the Public Offering for gross offering proceeds of approximately $23.9 million, approximately $41.5 million and approximately $4.8 million, respectively. Through our distribution reinvestment plan, we have issued approximately 32,500 Class A shares, approximately 56,300 Class T shares and approximately 7,400 Class W shares for gross proceeds of approximately $0.9 million.

We have invested the net proceeds from our Private Offering and Public Offering primarily in self storage facilities consisting of both income-producing and growth properties located in the United States and Canada. As of June 30, 2023, we owned 24 operating self storage properties located in seven states (Arizona, Delaware, Florida, Nevada, Oregon, Pennsylvania and Washington) and three Canadian provinces (Alberta, British Columbia and Ontario), 50% equity interests in three unconsolidated real estate ventures located in Canadian provinces (Ontario and Quebec) that are intended to be developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust (“SmartCentres”) owning the other 50% of such entity and two development properties in Florida and Ontario.

42


 

As of June 30, 2023, our 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)

 

Alberta

 

 

1

 

 

 

495

 

 

 

49,600

 

 

 

2

%

 

 

89

%

(5)

 

3

%

Arizona

 

 

4

 

 

 

2,850

 

 

 

379,065

 

 

 

18

%

 

 

88

%

(5)

 

21

%

British Columbia

 

 

1

 

 

 

470

 

 

 

39,040

 

 

 

2

%

 

 

53

%

(5)

 

2

%

Delaware

 

 

1

 

 

 

830

 

 

 

80,585

 

 

 

4

%

 

 

77

%

(5)

 

4

%

Florida

 

 

4

 

 

 

2,190

 

 

 

270,975

 

 

 

13

%

 

 

84

%

 

 

16

%

Nevada

 

 

1

 

 

 

335

 

 

 

51,900

 

 

 

2

%

 

 

92

%

 

 

4

%

Ontario

 

 

9

 

 

 

8,945

 

 

 

992,445

 

 

 

47

%

 

 

68

%

(5)

 

36

%

Oregon

 

 

1

 

 

 

520

 

 

 

55,830

 

 

 

3

%

 

 

88

%

 

 

3

%

Pennsylvania

 

 

1

 

 

 

810

 

 

 

78,040

 

 

 

4

%

 

 

90

%

 

 

5

%

Washington

 

 

1

 

 

 

1,095

 

 

 

99,800

 

 

 

5

%

 

 

93

%

 

 

6

%

 

 

24

 

 

 

18,540

 

 

 

2,097,280

 

 

 

100

%

 

 

77

%

 

 

100

%

 

(1)
Includes all rentable units, consisting of storage units and parking units (approximately 975 units).
(2)
Includes all rentable square feet consisting of storage units and parking units (approximately 247,900 square feet).
(3)
Represents the occupied square feet of all facilities we owned in a state divided by total rentable square feet of all the facilities we owned in such state as of June 30, 2023.
(4)
Represents rental income for all facilities we own in a state divided by our total rental income for the month ended June 30, 2023.
(5)
The following recently acquired properties are newly constructed or lease-up properties. The properties' occupancy as of their respective acquisition dates and as of June 30, 2023 are as follows:

Property

 

Acquisition Date

 

Initial
Occupancy %

 

June 30, 2023
Physical
Occupancy %

Newark - DE

 

4/26/2022

 

27%

 

77%

Chandler - AZ

 

5/17/2022

 

58%

 

82%

Cambridge - ONT

 

12/20/2022

 

60%

 

76%

North York - ONT

 

1/31/2023

 

30%

 

57%

Edmonton - AB

 

1/31/2023

 

22%

 

89%

Vancouver - BC

 

5/4/2023

 

38%

 

53%

Mississauga II - ONT

 

6/19/2023

 

15%

 

21%

Burlington II - ONT

 

6/19/2023

 

54%

 

58%

Toronto - ONT

 

6/19/2023

 

70%

 

73%

Hamilton - ONT

 

6/19/2023

 

78%

 

84%

Woodbridge - ONT

 

6/19/2023

 

70%

 

73%

Development properties

Bradenton Land

On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Land”) from an unaffiliated third party. The purchase price for the Bradenton Land was approximately $1.4 million, plus closing costs and an acquisition fee to our advisor, which was funded by proceeds from our Primary Offering. We intend to expand our current self storage property on the Bradenton Land. Estimated development cost are approximately $5.0 million, which we expect to fund with a combination of net proceeds from our Primary Offering and/or potential future debt financing.

Etobicoke Land

On March 27, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land to be developed into a self storage facility located in Etobicoke, in the city of Toronto, Ontario (the “Etobicoke Land”) from an unaffiliated third party. The purchase price for the Etobicoke Land was approximately $2.2 million CAD, plus closing costs and an acquisition fee to our advisor. We funded such acquisition with net proceeds from our Primary

43


 

Offering. Estimated development costs are approximately $20 million CAD, which we expect to fund with a combination of net proceeds from our Primary Offering and/or potential future debt financing.

Investments in Unconsolidated Real Estate Ventures

We have entered into joint venture agreements with a subsidiary of SmartCentres, an unaffiliated third party, to acquire tracts of land and develop them into self storage facilities. We account for these investments using the equity method of accounting and they will be stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings (loss) will generally be recognized based on our ownership interest in the earnings of each of the unconsolidated investments.

The following table summarizes our investments in unconsolidated real estate ventures as of June 30, 2023:

 

 

Location

 

Date Real Estate
Venture Acquired
Land

 

Real Estate
Venture
Status

 

Estimated
Completion Date

 

Equity
Ownership %

 

Approx. Units
at Completion

 

Approx.
Sq. Ft. (net)
at Completion

Toronto

 

Toronto, Ontario

 

April 2021

 

Under Development

 

Second half of 2024

 

50%

 

1,200

 

98,500

Toronto II

 

Toronto, Ontario

 

December 2021

 

Under Development

 

Second half of 2024

 

50%

 

1,500

 

121,500

Dorval

 

Dorval, Quebec

 

February 2023

 

Under Development

 

Second half of 2024

 

50%

 

1,250

 

112,000

 

 

3,950

 

332,000

 

Our 50% share of development costs are currently expected to be approximately CAD $8 million for the Toronto Property, approximately CAD $11 million for the Toronto II Property and approximately CAD $12 million for the Dorval Property, and are expected to be funded with debt proceeds.

Critical Accounting Policies and Estimates

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

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

Real Estate Acquisition Valuation

We account for acquisitions in accordance with GAAP which requires that we allocate the purchase price of a property to the tangible and intangible assets acquired and the liabilities assumed based on their relative fair values. This guidance requires us to make significant estimates and assumptions, including fair value estimates, which requires the use of significant unobservable inputs as of the acquisition date.

The value of the tangible assets, consisting of land and buildings, is determined as if vacant. 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

44


 

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.

Impairment of Long-Lived Assets

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

Estimated Useful Lives of Long-Lived Assets

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

Consolidation Considerations

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

REIT Qualification

We made an election under Section 856(c) of the Internal Revenue Code of 1986 (the “Code”) to be taxed as a REIT under the Code, commencing with the taxable year ended December 31, 2021. By qualifying as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income and could have a material adverse impact on our financial condition and results of operations. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT and intend to operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

Current Market and Economic Conditions

Our rental revenue and operating results depend significantly on the demand for self storage space. Due to the COVID-19 pandemic, our Property Manager adjusted its policies to meet the needs of our customers and employees, while striving to create a safe environment for everyone at our properties. Additionally, our Property Manager expanded our options for customers to rent units via contactless means, including directly through our website and call center.

45


 

The challenges associated with the COVID-19 pandemic were partially offset by other trends that helped maintain the demand for self storage. The broader shift of people working from home, elevated migration patterns and strength in the housing market helped drive continued growth in self storage demand.

Recently, the broader economy began experiencing increased levels of inflation, higher interest rates, tightening monetary and fiscal policies and a slowdown in home price appreciation and new home sales. This could result in less discretionary spending, weakening consumer balance sheets and reduced demand for self storage. 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.

In addition to the sector’s numerous historical demand drivers, one demand driver that increased substantially during the COVID-19 pandemic is the trend towards working from home, or hybrid work environment. We believe the need for work space in residences will continue to be a driver of storage demand in 2023 and going forward, which could partially offset a potential reduction in population migration caused by a softening housing market.

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 have fixed interest rates for most 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 to acquire self storage properties in an as accretive manner going forward.
 

Results of Operations

Overview

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

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

On March 10, 2021, we commenced formal operations and we acquired our first six self storage properties during 2021. As of June 30, 2023 and 2022, we owned 24 and 11 operating self storage facilities, respectively.

Our operating results for the three months ended June 30, 2023 include full period results for 17 properties and partial period results for seven properties acquired during the second quarter of 2023. Our operating results for the three months ended June 30, 2022 include full period results for eight properties and partial period results for three self storage property acquired during the second quarter of 2022. As such, we believe there is little basis for comparison between the three months ended June 30, 2023 and 2022. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

Our operating results for the six months ended June 30, 2023 include full period results for 15 self storage facilities, and partial period results for nine properties acquired during the first six months of 2023. Our operating results for the six months ended June 30, 2022 include full period results for six self storage facilities, and partial period results for five properties acquired during the first six months of 2022. As such, we believe there is little basis for comparison between the six months ended June 30, 2023 and 2022. Operating results in future periods will depend on the results of operations of these properties and the real estate properties that we acquire in the future.

46


 

Comparison of the Three Months Ended June 30, 2023 and 2022

Total Revenues

Total revenues for the three months ended June 30, 2023 and 2022 were approximately $4.5 million and approximately $1.9 million, respectively. The increase in total revenue of approximately $2.6 million is primarily attributable to a full quarter of operations for 17 properties and partial quarter of operations for seven properties acquired in the second quarter of 2023, compared to a full quarter of operations for eight properties and partial quarter of operations for three properties acquired in the second quarter of 2022. We expect total revenues to increase in the future commensurate with our future acquisition activity and lease-up of our non-stabilized properties.

Property Operating Expenses

Property operating expenses for the three months ended June 30, 2023 and 2022 were approximately $2.1 million and approximately $0.9 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses of approximately $1.2 million is primarily attributable to a full quarter of operations for 17 properties and partial quarter of operations for seven properties acquired in the second quarter of 2023, compared to a full quarter of operations for eight properties and partial quarter of operations for three properties acquired in the second quarter of 2022. We expect property operating expenses to increase in the future as our operational activity increases but decrease as a percentage of total revenues as we lease-up our non-stabilized properties.

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the three months ended June 30, 2023 and 2022 were approximately $1.0 million and approximately $0.4 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – affiliates of approximately $0.6 million is primarily attributable to a full quarter of operations for 17 properties and partial quarter of operations for seven properties acquired in the second quarter of 2023, compared to a full quarter of operations for eight properties and partial quarter of operations for three property acquired in the second quarter of 2022. We expect property operating expenses – affiliates to increase in the future as our operational activity increases.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2023 and 2022 were approximately $1.6 million and approximately $0.6 million, respectively. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors related costs. The increase in general and administrative expenses of approximately $1.0 million is primarily attributable to an increase in costs commensurate with the increase in our operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended June 30, 2023 and 2022 were approximately $3.3 million and approximately $1.5 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense of approximately $1.8 million is primarily attributable to a full quarter of operations for 17 properties and partial quarter of operations for seven properties acquired in the second quarter of 2023, compared to a full quarter of operations for eight properties and partial quarter of operations for three properties acquired in the second quarter of 2022. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.

Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for each of the three months ended June 30, 2023 and 2022 were approximately $0.1 million. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses- affiliates to fluctuate in the future commensurate with our acquisition activity.

47


 

Other Property Acquisition Expenses

Other property acquisition expenses for the three months ended June 30, 2023 and 2022 were approximately $0.6 million and approximately $0.2 million, respectively. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.

Interest Expense

Interest expense for the three months ended June 30, 2023 and 2022 was approximately $3.4 million and approximately $0.8 million, respectively. Interest expense consists of interest incurred on the loans related to our 24 self storage properties in 2023 compared to 11 properties in 2022 and an increase in rates on our variable rate debt. We expect interest expense to fluctuate in the future commensurate with our future debt level and interest rates.

Interest Expense – Debt Issuance Costs

Interest expense – debt issuance costs for the three months ended June 30, 2023 and 2022 were approximately $0.6 million and approximately $0.5 million, respectively. Interest expense – debt issuance costs reflects the amortization of fees incurred in connection with obtaining financing. We expect interest expense – debt issuance costs to increase commensurate with our future financing activity.

Derivative fair value adjustment

Derivative fair value adjustment for the three months ended June 30, 2023 and 2022 was approximately $0.1 million and none, respectively. Derivative fair value adjustment consists of fair market value adjustment of one of our interest rate derivatives we elected not to apply hedge accounting. We expect the derivative fair value adjustment to change in the future based upon changes in interest rates.

Foreign currency adjustment

Foreign currency adjustment for the three months ended June 30, 2023 and 2022 was approximately $1.1 million gain and approximately $0.3 million loss, respectively. Foreign currency adjustment consists of changes in foreign currency related to our net investments in unconsolidated real estate ventures and Canadian operations, not classified as long term in accordance with GAAP. We expect foreign currency adjustment to change in the future based upon changes in exchange rates, as well as future net investments in real estate in currencies other than United States dollars.

Comparison of the Six Months Ended June 30, 2023 and 2022

Total Revenues

Total revenues for the six months ended June 30, 2023 and 2022 were approximately $8.5 million and approximately $2.8 million, respectively. The increase in total revenue of approximately $5.7 million is primarily attributable to a full period of operations for 15 properties and partial period of operations for nine properties acquired during the first six months of 2023, compared to a full period of operations for six properties and partial period of operations for five properties acquired during the first six months of 2022. We expect total revenues to increase in the future commensurate with our future acquisition activity and lease-up of our non-stabilized properties.

Property Operating Expenses

Property operating expenses for the six months ended June 30, 2023 and 2022 were approximately $3.9 million and approximately $1.4 million, respectively. Property operating expenses include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, and marketing. The increase in property operating expenses of approximately $2.5 million is primarily attributable to a full period of operations for 15 properties and partial period of operations for nine properties acquired during the first six months of 2023, compared to a full period of operations for six properties and partial period of operations for five properties acquired during the first six months of 2022. We expect property operating expenses to increase in the future as our operational activity increases but decrease as a percentage of total revenues as we lease-up our non-stabilized properties.

48


 

Property Operating Expenses – Affiliates

Property operating expenses – affiliates for the six months ended June 30, 2023 and 2022 were approximately $1.8 million and approximately $0.7 million, respectively. Property operating expenses – affiliates includes property management fees and asset management fees. The increase in property operating expenses – affiliates of approximately $1.1 million is primarily attributable to a full period of operations for 15 properties and partial period of operations for nine properties acquired during the first six months of 2023, compared to a full period of operations for six properties and partial period of operations for five properties acquired during the first six months of 2022. We expect property operating expenses – affiliates to increase in the future as our operational activity increases.

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2023 and 2022 were approximately $2.5 million and approximately $1.0 million, respectively. General and administrative expenses consist primarily of legal expenses, directors’ and officers’ insurance, transfer agent fees, an allocation of a portion of our Advisor’s payroll related costs, accounting expenses and board of directors related costs. The increase in general and administrative expenses of approximately $1.5 million is primarily attributable to an increase in costs commensurate with the increase in our operational activity. We expect general and administrative expenses to increase in the future as our operational activity increases, but decrease as a percentage of total revenue.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the six months ended June 30, 2023 and 2022 were approximately $6.1 million and approximately $2.3 million, respectively. Depreciation expense consists primarily of depreciation on the buildings and site improvements at our properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions. The increase in depreciation and amortization expense of approximately $3.8 million is primarily attributable to a full period of operations for 15 properties and partial period of operations for nine properties acquired during the first six months of 2023, compared to a full period of operations for six properties and partial period of operations for five properties acquired during the first six months of 2022. We expect depreciation and amortization expense to increase in future periods commensurate with our future acquisition activity.

Acquisition Expenses – Affiliates

Acquisition expenses – affiliates for each of the six months ended June 30, 2023 and 2022 were approximately $0.3 million. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect acquisition expenses- affiliates to fluctuate in the future commensurate with our acquisition activity.

Other Property Acquisition Expenses

Other property acquisition expenses for the six months ended June 30, 2023 and 2022 were approximately $0.7 million and approximately $0.5 million, respectively. Acquisition expenses primarily relate to the costs associated with our potential acquisitions prior to the acquisitions becoming probable in accordance with our capitalization policy. We expect other property acquisition expenses to fluctuate in the future commensurate with our acquisition activity.

Interest Expense

Interest expense for the six months ended June 30, 2023 and 2022 was approximately $6.6 million and approximately $1.2 million, respectively. Interest expense consists of interest incurred on the loans related to our 24 self storage properties in 2023 compared to 11 properties in 2022 and an increase in rates on our variable rate debt. We expect interest expense to fluctuate in the future commensurate with our future debt level and interest rates.

Interest Expense – Debt Issuance Costs

Interest expense – debt issuance costs for the six months ended June 30, 2023 and 2022 were approximately $0.8 million and approximately $0.6 million, respectively. Interest expense – debt issuance costs reflects the amortization of fees incurred in connection with obtaining financing. We expect interest expense – debt issuance costs to increase commensurate with our future financing activity.

49


 

Derivative fair value adjustment

Derivative fair value adjustment for the six months ended June 30, 2023 and 2022 was approximately $0.1 million and none, respectively. Derivative fair value adjustment consists of fair market value adjustment of one of our interest rate derivatives we elected not to apply hedge accounting. We expect the derivative fair value adjustment to change in the future based upon changes in interest rates.

Foreign currency adjustment

Foreign currency adjustment for the six months ended June 30, 2023 and 2022 was approximately $0.6 million gain and approximately $0.2 million loss, respectively. Foreign currency adjustment consists of changes in foreign currency related to our net investments in unconsolidated real estate ventures and Canadian operations, not classified as long term in accordance with GAAP. We expect foreign currency adjustment to change in the future based upon changes in exchange rates, as well as future net investments in real estate in currencies other than United States dollars.

Liquidity and Capital Resources

Cash Flows

A comparison of cash flows for operating, investing and financing activities for the six months ended June 30, 2023 and 2022 is as follows:

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,
2023

 

 

June 30,
2022

 

 

Change

 

Net cash flow provided by (used in):

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(8,726,517

)

 

$

(1,935,632

)

 

$

(6,790,885

)

Investing activities

 

 

(257,874,767

)

 

 

(108,605,627

)

 

 

(149,269,140

)

Financing activities

 

 

290,283,206

 

 

 

117,139,071

 

 

 

173,144,135

 

 

Cash flows used in operating activities for the six months ended June 30, 2023 and 2022 were approximately $8.7 million and approximately $1.9 million, respectively, a change of approximately $6.8 million. The increase in cash used in our operating activities is primarily the result of increased acquisitions of lease up and non stabilized properties.

Cash flows used in investing activities for the six months ended June 30, 2023 and 2022 were approximately $257.9 million and approximately $108.6 million, respectively, a change of approximately $149.3 million. The increase in cash used in our investing activities is primarily the result of cash used for the purchase of real estate.

Cash flows provided by financing activities for the six months ended June 30, 2023 and 2022 were approximately $290.3 million and approximately $117.1 million, respectively, a change of approximately $173.2 million. The increase in cash provided by our financing activities is primarily the result of an increase in net debt proceeds used to acquire real estate totaling $70.4 million, and net proceeds raised from issuance of preferred stock $148.6 million, offset by a decrease in net proceeds raised from our Public Offering of approximately $43.7 million.

Short-Term Liquidity and Capital Resources

Our liquidity needs consist primarily of our property operating expenses, general and administrative expenses, debt service payments, capital expenditures, property acquisitions, potential development costs related to our joint venture investments and distributions to our stockholders and limited partners in our Operating Partnership, as necessary to maintain our REIT qualification. We generally expect that we will meet our short-term liquidity requirements from the combination of proceeds from our Primary Offering, proceeds from secured and unsecured financing from banks or other lenders, impound reserve accounts for interest and net cash provided from property operations.

Volatility in the debt and equity markets and continued and/or further impact of COVID-19, rising interest rates, inflation and other economic events will depend on future developments, which are highly uncertain. While we do not expect

50


 

such events to have a material impact upon our liquidity in the short-term, continued uncertainty or deterioration in the debt and equity markets over an extended period of time could potentially impact our liquidity over the long-term.

Distribution Policy and Distributions

Preferred Stock Dividends

The shares of Series B 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 B Convertible Preferred Stock will initially be equal to a rate of 8.35% per annum, which accrues daily but is payable quarterly in arrears. If the Series B Convertible Preferred Stock has not been redeemed on or prior to the fifth anniversary date of the Initial Closing, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 11.0% 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 B Convertible Preferred Stock is either converted or repurchased in full.

Common Stock

We commenced paying distributions to our stockholders in March 2021 and intend to continue to pay regular distributions to our stockholders. From the commencement of paying cash distributions in March 2021, 100% of our cash distributions have been paid from the net proceeds of our Private Offering and our Public Offering. Until we are generating operating cash flow sufficient to fund distributions to our stockholders, we may decide to make stock distributions or to make distributions using a combination of stock and cash, or to fund some or all of our distributions from the proceeds of our private offering, proceeds of our Public Offering or from borrowings in anticipation of future cash flow, which may reduce the amount of capital we ultimately invest in properties. Because substantially all of our operations will be performed indirectly through our Operating Partnership, our ability to pay distributions depends in large part on our Operating Partnership’s ability to pay distributions to its partners, including to us. In the event we do not have enough cash from operations to fund cash distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from our Public Offering. Therefore, it is likely that some or all of the distributions that we make will represent a return of capital to stockholders, at least in the first few years of operation. Though we have no present intention to make in-kind distributions, we are authorized by our charter to make in-kind distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of the charter or distributions that meet all of the following conditions: (a) our board of directors advises each stockholder of the risks associated with direct ownership of the property; (b) our board of directors offers each stockholder the election of receiving such in-kind distributions; and (c) in-kind distributions are only made to those stockholders who accept such offer.

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

51


 

the amount of time required for us to invest the funds received in the offerings;
our operating and interest expenses;
the amount of distributions or dividends received by us from our indirect real estate investments;
our ability to keep our properties occupied;
our ability to maintain or increase rental rates;
the performance of our lease-up, development and redevelopment properties;
any significant delays in construction for development or redevelopment properties;
construction defects or capital improvements;
capital expenditures and reserves for such expenditures;
the issuance of additional shares; and
financings and refinancings.
Dividends with respect to the outstanding shares of our Series B Convertible Preferred Stock

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' investments in our shares. In addition, such distributions may constitute a return of investors’ capital.

We have not been able to and may not be able to pay distributions from our cash flows from operations, in which case distributions may be paid in part from debt financing or from proceeds from the issuance of common stock in our offerings. 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

52


 

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.

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

 

 

 

Six Months Ended June 30, 2023

 

 

 

 

 

Six Months Ended June 30, 2022

 

 

 

 

Distributions paid in cash —
   common stockholders

 

$

2,910,055

 

 

 

 

 

$

1,279,865

 

 

 

 

Distributions paid in cash —
   preferred unitholders in our Operating Partnership

 

 

271,250

 

 

 

 

 

 

 

 

 

 

Distributions paid in cash —
   Operating Partnership unitholders

 

 

170,046

 

 

 

 

 

 

146,383

 

 

 

 

Distributions reinvested

 

 

2,053,882

 

 

 

 

 

 

889,649

 

 

 

 

Total distributions

 

$

5,405,233

 

 

 

 

 

$

2,315,897

 

 

 

 

Source of distributions

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows provided by operations

 

$

 

 

 

0.0

%

 

$

 

 

 

0.0

%

Proceeds from offerings

 

 

3,351,351

 

 

 

62.0

%

 

 

1,426,248

 

 

 

61.6

%

Offering proceeds from distribution
   reinvestment plan

 

 

2,053,882

 

 

 

38.0

%

 

 

889,649

 

 

 

38.4

%

Total sources

 

$

5,405,233

 

 

 

100.0

%

 

$

2,315,897

 

 

 

100.0

%

 

From our inception through June 30, 2023, we have paid cumulative distributions of approximately $12.9 million, as compared to cumulative net loss attributable to our common stockholders of approximately $32.4 million. For the six months ended June 30, 2023, we paid distributions of approximately $5.4 million, as compared to a net loss attributable to our common stockholders of approximately $15.7 million. Net loss attributable to our common stockholders for the six months ended June 30, 2023, reflects non-cash depreciation and amortization of approximately $6.1 million and acquisition related expenses of approximately $1.0 million. From our inception through June 30, 2023, cumulative net loss attributable to our common stockholders reflects non-cash depreciation and amortization of approximately $13.6 million, and acquisition related expenses of approximately $3.8 million.

For the six months ended June 30, 2022, we paid distributions of approximately $2.3 million, as compared to a net loss attributable to our common stockholders of approximately $5.0 million. Net loss attributable to our common stockholders for the six months ended June 30, 2022 reflects non-cash depreciation and amortization of approximately $2.3 million and acquisition related expenses of approximately $0.8 million.

Indebtedness

As of June 30, 2023, our total indebtedness was approximately $286.3 million which included approximately $283.9 million of variable rate debt and approximately $4.8 million of fixed rate debt, less approximately $2.4 million in net debt issuance costs. See Note 5 – Debt, of the Notes to the Consolidated Financial Statements contained in this report for more information about our indebtedness.

Long-Term Liquidity and Capital Resources

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

Our material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the consolidated financial statements:

53


 

Debt — Refer to Note 5 of the Notes to the Consolidated Financial Statements. As of June 30, 2023 excluding the impact of our interest rate hedging activities, future cash payments for interest on debt over the next 12 months is approximately $22.4 million. As of June 30, 2023 future cash payments for maturing debt over the next 12 months is approximately $15.0 million. We expect to meet these future obligations with a combination of proceeds from our Primary Offering, operations, exercising debt extension options and future debt financing.
Commitments and contingencies — Refer to Note 9 of the Notes to the Consolidated Financial Statements.

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

Off Balance Sheet Arrangements

We have joint ventures with SmartCentres, which are accounted for using the equity method of accounting (Refer to Note 4 of the Notes to the Consolidated Financial Statements). Other than the foregoing, we do not currently have any relationships with unconsolidated entities or financial partnerships. Such entities are often referred to as structured finance or special purpose entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Subsequent Events

Please see Note 12 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.

54


 

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 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, 2023, our total indebtedness was approximately $286.3 million, which included approximately $283.9 million in variable rate debt and approximately $4.8 million in fixed rate debt, less approximately $2.4 million in net debt issuance costs. A change in interest rates on variable debt could impact the interest incurred and cash flows and its fair value. Excluding the impact of our interest rate hedging activity, if the underlying rate of the related index on our variable rate debt were to increase by 100 basis points, the increase in interest would decrease future earnings and cash flows by approximately $2.8 million annually.

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

The following table summarizes future debt maturities and average interest rates on our outstanding debt as of June 30, 2023:

 

 

 

Payments due during the years ended December 31,

 

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

Thereafter

 

 

Total

 

Variable rate debt(1)

 

$

15,262,887

 

 

$

3,897,774

 

 

$

264,715,372

 

 

$

 

 

$

 

 

$

 

 

$

283,876,033

 

Average interest rate(1)

 

 

7.88

%

 

 

7.88

%

 

 

7.88

%

 

N/A

 

 

N/A

 

 

N/A

 

 

 

 

Fixed rate debt(1)

 

$

96,000

 

 

$

4,704,000

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

4,800,000

 

Average interest rate(1)

 

 

4.125

%

 

 

4.125

%

 

N/A

 

 

N/A

 

 

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, 2023, excluding the impact of interest rate derivatives. The Huntington Credit Facility, National Bank of Canada - Burlington Loan, National Bank of Canada - Cambridge Loan, National Bank of Canada - North York, Bank of Montreal and National Bank of Canada - Ontario loan have variable rates, however, we entered into interest rate caps or swap agreements that fix SOFR at 3.39%, CDOR at 4.02%, CDOR at 3.83%, CDOR at 3.79%, CDOR at 4.47% and CDOR at 4.73% respectively until the maturity of the loan. Debt denominated in foreign currency has been converted based on the rate in effect as of June 30, 2023.

Currently, our only foreign exchange rate risk comes from our Canadian properties, investments in our Canadian joint ventures and the Canadian Dollar (“CAD”). We generate all of our revenues and expend essentially all of our operating expenses and third party CAD-denominated debt service cost 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 (our Principal Executive Officer) and our Chief Financial Officer (our Principal 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 our 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

55


 

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

None.

ITEM 1A. RISK FACTORS

The following should be read in conjunction with the risk factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022.

We have incurred a net loss to date, have an accumulated deficit and our operations may not be profitable in 2023.

We incurred a net loss attributable to common stockholders of approximately $15.7 million for the six months ended June 30, 2023. Our accumulated deficit was approximately $32.4 million as of June 30, 2023. Given that we are still early in our fundraising and acquisition stage, our operations may not be profitable in 2023.

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

(a)
Distribution Reinvestment Plan - Class P Shares

During the three months ended June 30, 2023, through our distribution reinvestment plan, we have issued approximately 75,000 Class P shares to investors who originally purchased shares in our private offering, for gross proceeds of approximately $0.7 million. No sales commissions or dealer manager fees are paid in connection with the sale of shares pursuant to our distribution reinvestment plan. Each of the purchasers of our shares of common stock under our private offering has represented that he or she is an accredited investor. Based upon these representations, we believe that the foregoing issuances of our shares of Class P common stock were exempt from the registration requirements pursuant to Rule 506 and Section 4(a)(2) of the Act and Regulation D promulgated thereunder.

Restricted Stock Awards

On June 22, 2023, we issued 2,500 shares of restricted stock to each of our independent board members for their services as our directors. The issuance of these securities was affected without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.

(b)
On March 17, 2022, our Public Offering (SEC File No. 333-256598) of up to $1.0 billion in shares of our common stock in our Primary Offering was declared effective by the SEC, consisting of three classes of shares: Class A shares for $10.33 per share (up to $450 million in shares), Class T shares for $10.00 per share (up to $450 million in shares), and Class W shares for $9.40 per share (up to $100 million in shares) and up to $95 million in shares pursuant to our distribution reinvestment plan at $9.81 per share for Class A shares, $9.50 per share for Class T shares and $9.40 per share for Class W shares. As of June 30, 2023, we had sold approximately 2.3 million Class A shares for gross offering proceeds of approximately $23.9 million, approximately 4.2 million Class T shares for gross offering proceeds of approximately $41.5 million and approximately 0.5 million Class W shares for gross offering proceeds of approximately $4.8 million pursuant to our Primary Offering. Through our distribution reinvestment plan, we have issued approximately 32,500 Class A shares, approximately 56,300 Class T shares and approximately 7,500 Class W shares for gross proceeds of approximately $0.9 million. We have incurred approximately $6.3 million in sales commissions and dealer manager fees (of which approximately $3.3 million was re-allowed to a third party broker-dealer) in connection with the Primary Offering, and approximately $2.9 million in organization and offering costs.
(c)
Our share redemption program enables our stockholders to have their shares redeemed by us, subject to the significant conditions and limitations described in our Registration Statement on Form S-11 (SEC Registration No. 333-256598). During the three months ended June 30, 2023, 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 (or Units)
That May Yet to be
Purchased Under the
Plans or Programs

April 30, 2023

 

 

$—

 

 

585,257

May 31, 2023

 

 

 

 

585,257

June 30, 2023

 

19,201

 

9.27

 

 

585,257

 

(1)
A description of the maximum number of shares that may be purchased under our share redemption program is included in Note 9 - 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.

57


 

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.

58


 

EXHIBIT INDEX

The following exhibits are included in this report on Form 10-Q for the period ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.

 

Description

 

 

 

3.1

 

First Articles of Amendment and Restatement of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11, filed on May 28, 2021, Commission File No. 333-256598

 

 

 

3.2

 

Amended and Restated Bylaws of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598

 

 

 

3.3

 

Articles of Amendment of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.3 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598

 

 

 

3.4

 

Articles Supplementary of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.4 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598

 

 

 

3.5

 

Second Articles of Amendment of Strategic Storage Trust VI, Inc., incorporated by reference to Exhibit 3.5 to Pre-Effective Amendment No. 6 to the Company’s Registration Statement on Form S-11, filed on March 15, 2022, Commission File No. 333-256598

 

 

 

3.6

 

Articles Supplementary for Series B Convertible Preferred Stock, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545

 

 

 

4.1

 

Form of Subscription Agreement and Subscription Agreement Signature Page (included as Appendix A to the prospectus), incorporated by reference to the Company’s prospectus dated March 17, 2022, Commission File No. 333-256598

 

 

 

10.1

 

Joinder Agreement and Third Amendment to Loan Documents in favor of Huntington National Bank, dated as of April 13, 2023, incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K, filed on April 19, 2023, Commission File No. 333-256598

 

 

 

10.2

 

Preferred Stock Purchase Agreement, dated as of May 1, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545

 

 

 

10.3

 

Amendment No. 2 to Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, LP, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545

 

 

 

10.4

 

Investors' Rights Agreement, dated as of May 1, 2023, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on May 3, 2023, Commission File No. 000-56545

 

 

 

10.5

 

Purchase Agreement for the Ontario Portfolio, dated as of April 5, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 12, 2023, Commission File No. 000-56545

 

 

 

10.6

 

Non-Revolving Term Facility Credit Agreement in favor of National Bank of Canada, dated as of June 15, 2023, incorporated by reference to exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 22, 2023, Commission File No. 000-56545

 

 

 

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

 

 

 

59


 

101*

 

The following Strategic Storage Trust VI, Inc. financial information for the three and six months ended June 30, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive 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 XBRL tags are embedded within the Inline XBRL document.

 

 

 

104*

 

The cover page from the Strategic Storage Trust VI, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, has been formatted in Inline XBRL.

 

* Filed herewith.

60


 

SIGNATURES

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

 

 

STRATEGIC STORAGE TRUST VI, INC.

(Registrant)

Dated: August 9, 2023

 

By:

/s/ Matt F. Lopez

 

Matt F. Lopez

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

 

 

 

61