Quarterly report pursuant to Section 13 or 15(d)

SELF STORAGE PROPERTY ACQUISITIONS

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SELF STORAGE PROPERTY ACQUISITIONS
 3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
SELF STORAGE PROPERTY ACQUISITIONS
SELF STORAGE PROPERTY ACQUISITIONS
The Company acquired six self storage properties from our PROs with an estimated fair value of $41.0 million during the three months ended March 31, 2015. These self storage property acquisitions were accounted for as business combinations whereby the Company recognized the estimated fair value of the acquired assets and assumed liabilities on the respective dates of such acquisitions. The Company allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired, and liabilities assumed. A portion of the purchase price was allocated to identifiable intangible assets consisting of customer in-place leases which were recorded at estimated fair value of $1.2 million.
The following table summarizes the consideration for the business combinations completed by the Company during the three months ended March 31, 2015 (dollars in thousands):
 
 
Summary of Consideration
 
Number of Properties
 
 
 
 
 
 
 
Liabilities Assumed
 
 
 
 
Cash
 
Value of OP Equity (1)
 
Settlement of Note Receivable
 
Mortgages
 
Other
 
Total
 
6
 
$
6,991

 
$
8,954

 
$
1,778

 
$
16,442

 
$
70

 
$
34,235

(2) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
Value of OP equity represents the fair value of OP units and subordinated performance units. 
(2) 
Excludes the fair value of noncontrolling interests associated with self storage properties acquired in DownREIT partnerships which amounted to $6.8 million for the three months ended March 31, 2015. We estimate the portion of the fair value of the net assets owned by noncontrolling interests based on the fair value of the real estate and debt assumed.  
Three of the six self storage properties acquired during the three months ended March 31, 2015 are subject to non-cancelable leasehold interest agreements that are classified as operating leases. These lease agreements expire between 2034 and 2051, inclusive of extension options that we anticipate exercising.
The results of operations for these business combinations are included in our statements of operations beginning on the respective closing date for each acquisition. For the three months ended March 31, 2015, the accompanying statement of operations includes aggregate revenue of $1.2 million and operating income of $0.7 million related to the six self storage properties acquired. Acquisition costs in the accompanying statements of operations include consulting fees, transaction expenses, and other costs to complete the business combinations shown above, which amounted to $0.6 million for the three months ended March 31, 2015.
Self Storage Properties Under Contract
As of March 31, 2015, the Company was under contract to acquire an additional 21 self storage properties, as discussed further in Note 12.
Pro Forma Financial Information
The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to the acquisitions and related financing activities for (i) each of the 21 self storage properties discussed in Note 12 that were acquired in April and May 2015, as if each had occurred on January 1, 2014, and (ii) each of the six self storage properties discussed above that were acquired in January 2015, as if each had occurred on January 1, 2014 (five of the six properties acquired during the three months ended March 31, 2015 were acquired on January 1, 2015 and are therefore included in the historical results for the entirety of the three months ended March 31, 2015). The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company's future results of operations. The following table summarizes on a pro forma basis the results of operations for the three months ended March 31, 2015 and 2014 (dollars in thousands, except per share amounts):
 
Three Months Ended
March 31,
 
2015
 
2014
Pro forma revenue:
 
 
 
Historical results
$
28,291

 
$
13,161

April-May 2015 Acquisitions
2,821

 
2,586

January 2015 Acquisitions (excluding those in historical results)
86

 
1,217

Total
$
31,198

 
$
16,964

Pro forma net income (loss): (1)
 
 
 
Historical results
$
(2,771
)
 
$
(2,803
)
April-May 2015 Acquisitions
888

 
(563
)
January 2015 Acquisitions (excluding those in historical results)
891

 
(839
)
Total
$
(992
)
 
$
(4,205
)
Earnings (loss) per share:
 
 
 
Basic and diluted—as reported
$
—

 
$
—

Basic and diluted—pro forma
$
—

 
$
—

(1) 
Significant assumptions and adjustments in preparation of the pro forma information include the following: (i) for the cash portion of the purchase price, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 2.78% as of March 31, 2015; (ii) for assumed debt financing directly associated with the acquisition of specific self storage properties, interest was computed for the entirety of the periods presented using the effective interest rates under such financings; and (iii) for acquisition costs of $0.6 million incurred during the three months ended March 31, 2015, pro forma adjustments give effect to these costs as if they were incurred on January 1, 2014.