Quarterly report pursuant to Section 13 or 15(d)

SELF STORAGE PROPERTY ACQUISITIONS

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SELF STORAGE PROPERTY ACQUISITIONS
6 Months Ended
Jun. 30, 2015
Business Combinations [Abstract]  
SELF STORAGE PROPERTY ACQUISITIONS
SELF STORAGE PROPERTY ACQUISITIONS
The Company acquired 27 self storage properties with an estimated fair value of $136.1 million during the six months ended June 30, 2015. Of these acquisitions, 10 were acquired by us from our PROs and 17 were acquired by us from third-party sellers. 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 preliminarily allocated the total purchase price to the estimated fair value of tangible and intangible assets acquired, and liabilities assumed. The Company allocated a portion of the purchase price to identifiable intangible assets consisting of customer in-place leases which were recorded at estimated fair value of $4.0 million, resulting in a total fair value of $132.1 million allocated to real estate.
The following table summarizes, by calendar quarter, the consideration for the business combinations completed by the Company during the six months ended June 30, 2015 (dollars in thousands):
Acquisitions Closed During the Three Months Ended:
 
 
 
Summary of Consideration
 
 
Number of Properties
 
 
 
Value of OP Equity (1)
 
Settlement of Note Receivable
 
Liabilities Assumed (Assets Acquired)
 
 
 
 
 
Cash
 
 
 
Mortgages(3)
 
Other
 
Total
 
March 31, 2015
 
6
 
$
6,991

 
$
8,954

 
$
1,778

 
$
16,442

 
$
70

 
$
34,235

(2) 
June 30, 2015
 
21
 
41,277

 
22,971

 

 
30,547

 
288

 
95,083

 
Total
 
27
 
$
48,268

 
$
31,925

 
$
1,778

 
$
46,989

 
$
358

 
$
129,318

 
(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. 
(3) 
Includes fair value of debt adjustment for assumed mortgages of approximately $2.0 million.  
Three of the 27 self storage properties acquired during the six months ended June 30, 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 and six months ended June 30, 2015, the accompanying statements of operations includes aggregate revenue of $3.3 million and $4.5 million, respectively, and operating income of $1.9 million and $2.6 million, respectively, related to the 27 self storage properties acquired. Acquisition costs in the accompanying statements of operations include consulting fees, transaction expenses, and other costs related to business combinations, which amounted to $0.7 million and $1.3 million for the three and six months ended June 30, 2015, respectively.
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 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 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 and six months ended June 30, 2015). Pro forma financial information is not presented for the self storage properties that were acquired subsequent to June 30, 2015 since all information required to complete this disclosure is not currently available to the Company.
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 and six months ended June 30, 2015 and 2014 (dollars in thousands, except per share amounts):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Pro forma revenue:
 
 
 
 
 
 
 
Historical results
$
31,650

 
$
16,215

 
$
59,941

 
$
29,376

April-May 2015 Acquisitions (excluding those in historical results)
961

 
2,629

 
3,782

 
5,215

January 2015 Acquisitions (excluding those in historical results)

 
1,226

 
86

 
2,443

Total
$
32,611

 
$
20,070

 
$
63,809

 
$
37,034

Pro forma net income (loss): (1)
 
 
 
 
 
 
 
Historical results
$
93

 
$
(6,158
)
 
$
(2,678
)
 
$
(8,961
)
April-May 2015 Acquisitions (excluding those in historical results)
1,404

 
(55
)
 
2,292

 
(1,337
)
January 2015 Acquisitions (excluding those in historical results)
317

 
(152
)
 
1,208

 
(991
)
Total
$
1,814

 
$
(6,365
)
 
$
822

 
$
(11,289
)
Earnings (loss) per share - basic:
 
 
 
 
 
 
 
As reported
$
0.22

 
$

 
$
0.44

 
$

Pro forma
$
0.22

 
$

 
$
0.44

 
$

Earnings (loss) per share - diluted:
 
 
 
 
 
 
 
As reported
$

 
$

 
$

 
$

Pro forma
$
0.03

 
$

 
$
0.03

 
$

 
 
 
 
 
 
 
 
(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 1.79% as of June 30, 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 $1.3 million incurred during the six months ended June 30, 2015, pro forma adjustments give effect to these costs as if they were incurred on January 1, 2014.