Schedule of business combinations |
The following table summarizes, by calendar quarter, the consideration for the business combinations completed by the Company during the years ended December 31, 2015 and 2014 (dollars in thousands):
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Acquisitions Closed During the Three Months Ended: |
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Summary of Consideration |
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Number of Properties |
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Value of OP Equity(2)
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Settlement of Note Receivable |
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Liabilities Assumed (Assets Acquired) |
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Noncontrolling Interests(4)
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Total Fair Value |
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Cash(1)
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Mortgages(3)
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Other |
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3/31/2015 |
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6 |
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$ |
6,991 |
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$ |
8,954 |
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$ |
1,778 |
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$ |
16,442 |
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$ |
70 |
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$ |
6,770 |
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$ |
41,005 |
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6/30/2015 |
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21 |
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41,277 |
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22,971 |
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— |
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30,547 |
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288 |
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— |
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95,083 |
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9/30/2015 |
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15 |
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84,673 |
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10,188 |
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— |
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2,866 |
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512 |
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8,327 |
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106,566 |
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12/31/2015 |
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16 |
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39,626 |
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1,402 |
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— |
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23,643 |
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(359 |
) |
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6,040 |
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70,352 |
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Total |
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58 |
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$ |
172,567 |
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$ |
43,515 |
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$ |
1,778 |
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$ |
73,498 |
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$ |
511 |
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$ |
21,137 |
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$ |
313,006 |
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3/31/2014 |
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1 |
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$ |
1,900 |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
5 |
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$ |
— |
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$ |
1,905 |
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6/30/2014 |
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36 |
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94,580 |
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72,803 |
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— |
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— |
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986 |
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— |
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168,369 |
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9/30/2014 |
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31 |
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77,252 |
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39,547 |
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— |
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59,546 |
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1,070 |
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35,442 |
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212,857 |
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12/31/2014 |
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15 |
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55,242 |
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28,254 |
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— |
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6,270 |
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342 |
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5,855 |
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95,963 |
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Total |
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83 |
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$ |
228,974 |
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$ |
140,604 |
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$ |
— |
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$ |
65,816 |
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$ |
2,403 |
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$ |
41,297 |
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$ |
479,094 |
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(1) |
Includes cash advances during 2014 of $11.0 million for notes receivable that subsequently settled as a reduction of cash payable for self storage property acquisitions.
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(2) |
Value of OP equity represents the fair value of OP units, subordinated performance units, and LTIP units. The amounts shown for OP equity are net of receivables from the OP equity holders of $4.8 million for the three months ended September 30, 2014 and $0.4 million for the three months ended December 31, 2014.
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(3) |
Includes fair value of debt adjustment for assumed mortgages of approximately $2.2 million and $5.5 million during the years ended December 31, 2015 and 2014, respectively.
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(4) |
Represents the fair value of noncontrolling interests associated with self storage properties acquired in DownREIT partnerships. 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. |
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Schedule of pro forma information |
The following table summarizes on an unaudited pro forma basis the results of operations for the years ended December 31, 2015, 2014, and 2013 (dollars in thousands):
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Unaudited |
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NSA Year Ended December 31, |
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Combined(1)
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2015 |
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2014 |
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2013 |
Pro forma revenue: |
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Historical results |
$ |
133,919 |
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$ |
76,970 |
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$ |
40,164 |
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Acquisitions subsequent to December 31, 2015(2)
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4,348 |
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— |
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— |
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2015 Acquisitions(3)
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9,462 |
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22,596 |
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— |
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2014 Acquisitions |
— |
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28,377 |
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46,500 |
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2013 Acquisitions |
— |
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— |
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11,701 |
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Total |
$ |
147,729 |
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$ |
127,943 |
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$ |
98,365 |
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Pro forma net income (loss): (4)
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Historical results |
$ |
4,796 |
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$ |
(16,357 |
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$ |
(11,734 |
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Acquisitions subsequent to December 31, 2015(2)
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(142 |
) |
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— |
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— |
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2015 Acquisitions(3)
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10,403 |
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(7,258 |
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— |
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2014 Acquisitions |
— |
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21,395 |
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(17,721 |
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2013 Acquisitions |
— |
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— |
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7,565 |
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Total |
$ |
15,057 |
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$ |
(2,220 |
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$ |
(21,890 |
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(1) |
In order to present pro forma data in a way that offers a consistent period to period comparison, the historical results of operations of NSA for the nine months ended December 31, 2013 (consisting of total revenue of $32.9 million and net loss of $10.5 million) have been combined with the historical results of operations of NSA Predecessor for the three months ended March 31, 2013 (consisting of total revenue of $7.3 million and net loss of $1.3 million), after giving effect to the pro forma adjustments discussed above for the entire year ended December 31, 2013. The combination of NSA's historical operating results with the historical operating results of NSA Predecessor does not comply with U.S. GAAP and is presented solely for the purposes of this disclosure of pro forma operating results for the year ended December 31, 2013.
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(2) |
Reflects nine of the 16 self storage properties acquired during this period because the information required with respect to the seven remaining properties acquired during this period is not available to the Company.
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(3) |
Reflects 42 of the 58 self storage properties acquired during this period because the information required with respect to the 16 remaining properties acquired during this period is not available to the Company.
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(4) |
Significant assumptions and adjustments in preparation of the pro forma information include the following: (i) for the cash portion of the purchase price for self storage properties acquired during the year ended December 31, 2015 the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 2.03% as of December 31, 2015; (ii) for the cash portion of the purchase price for properties acquired during the year ended December 31, 2014, the Company assumed borrowings under the Company's revolving line of credit with interest computed based on the effective interest rate of 2.66% as of December 31, 2014; (iii) 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; (iv) for acquisition costs of $4.8 million incurred during the year ended December 31, 2015, pro forma adjustments give effect to these costs as if they were incurred on January 1, 2014; and (v) for acquisition costs of $9.6 million incurred during the year ended December 31, 2014, pro forma adjustments give effect to these costs as if they were incurred on January 1, 2013.
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