UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q

 

(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

or

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: 001-12681

 

GLOBAL SELF STORAGE, INC.

(Exact name of registrant as specified in its charter) 

 

 

Maryland

 

13-3926714

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

Global Self Storage, Inc.

11 Hanover Square, 12th Floor

New York, NY 10005

(212) 785-0900

(Address, including zip code, and telephone number, including area code, of Company’s principal executive offices)

Donald Klimoski II, Esq.

Global Self Storage, Inc.

11 Hanover Square, 12th Floor

New York, NY 10005

(212) 785-0900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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

 

(Do not check if a smaller reporting company)

 

 

 

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

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of July 31, 2018, was 7,692,624.

 

 

 

 


 

Table of Contents

 

STATEMENT ON FORWARD LOOKING INFORMATION

 

3

PART I – FINANCIAL INFORMATION

 

5

 

Item 1.

Financial Statements (Unaudited).

 

5

 

Item 2.

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

 

20

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

33

 

Item 4.

Controls and Procedures.

 

33

PART II – OTHER INFORMATION

 

34

 

Item 1.

Legal Proceedings.

 

34

 

Item 1A.

Risk Factors.

 

34

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

34

 

Item 3.

Defaults Upon Senior Securities.

 

34

 

Item 4.

Mine Safety Disclosures.

 

34

 

Item 5.

Other Information.

 

34

 

Item 6.

Exhibits.

 

34

Exhibit Index

 

35

SIGNATURES

 

36

 

2


 

STATEMENT ON FORWARD LOOKING INFORMATION

Certain information presented in this report may contain “forward-looking statements” within the meaning of the federal securities laws including, but not limited to, the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward looking statements can be identified by terminology such as “believes,” “plans,” “intends,” “expects,” “estimates,” “may,” “will,” “should,” or “anticipates” or the negative of such terms or other comparable terminology, or by discussions of strategy. All forward-looking statements by the Company involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, which may cause the Company’s actual results to be materially different from those expressed or implied by such statements. We may also make additional forward looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements. All forward-looking statements, including without limitation, management’s examination of historical operating trends and estimates of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved.

All forward looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events. There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in “Item 1A. Risk Factors” included in our most recent report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). Such factors include, but are not limited to:

 

general risks associated with the ownership and operation of real estate, including changes in demand, risks related to development of self storage properties, potential liability for environmental contamination, natural disasters and adverse changes in tax, real estate and zoning laws and regulations;

 

risks associated with downturns in the national and local economies in the markets in which we operate, including risks related to current economic conditions and the economic health of our customers;

 

the impact of competition from new and existing self storage and commercial properties and other storage alternatives;

 

difficulties in our ability to successfully evaluate, finance, integrate into our existing operations, and manage acquired and developed properties;

 

risks related to our development of new properties and/or participation in joint ventures;

 

risks of ongoing litigation and other legal and regulatory actions, which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business;

 

the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing the environment, taxes and our tenant reinsurance business and real estate investment trusts (“REITs”), and risks related to the impact of new laws and regulations;

 

risk of increased tax expense associated either with a possible failure by us to qualify as a REIT, or with challenges to intercompany transactions with our taxable REIT subsidiaries;

 

changes in federal or state tax laws related to the taxation of REITs, which could impact our status as a REIT;

 

increases in taxes, fees and assessments from state and local jurisdictions;

 

security breaches or a failure of our networks, systems or technology could adversely impact our business, customer and employee relationships;

 

our ability to obtain and maintain financing arrangements on favorable terms;

 

market trends in our industry, interest rates, the debt and lending markets or the general economy;

 

the timing of acquisitions and our ability to execute on our acquisition pipeline;

3


 

 

general volatility of the securities markets in which we participate;

 

changes in the value of our assets;

 

changes in interest rates and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

 

our ability to continue to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

 

availability of qualified personnel;

 

difficulties in raising capital at a reasonable cost;

 

estimates relating to our ability to make distributions to our stockholders in the future; and

 

economic uncertainty due to the impact of terrorism or war.

 

4


 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

GLOBAL SELF STORAGE, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Assets

 

 

 

 

 

 

 

 

Real estate assets, net

 

$

54,447,090

 

 

$

55,045,563

 

Cash and cash equivalents

 

 

2,206,687

 

 

 

2,147,460

 

Restricted cash

 

 

147,478

 

 

 

108,955

 

Marketable equity securities

 

 

1,727,532

 

 

 

1,552,090

 

Accounts receivable

 

 

88,153

 

 

 

103,289

 

Prepaid expenses and other assets

 

 

251,710

 

 

 

221,830

 

Goodwill

 

 

694,121

 

 

 

694,121

 

Total assets

 

$

59,562,771

 

 

$

59,873,308

 

Liabilities and equity

 

 

 

 

 

 

 

 

Note payable

 

$

19,438,623

 

 

$

19,417,405

 

Accounts payable and accrued expenses

 

 

2,136,537

 

 

 

1,954,919

 

Total liabilities

 

 

21,575,160

 

 

 

21,372,324

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value: 50,000,000 shares authorized, no shares outstanding

 

 

 

 

 

 

Common stock, $0.01 par value: 450,000,000 shares authorized, 7,692,624 and 7,619,469 issued and outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

76,926

 

 

 

76,195

 

Additional paid in capital

 

 

33,908,444

 

 

 

33,881,863

 

Accumulated other comprehensive income

 

 

 

 

 

796,603

 

Retained earnings

 

 

4,002,241

 

 

 

3,746,323

 

Total equity

 

 

37,987,611

 

 

 

38,500,984

 

Total liabilities and equity

 

$

59,562,771

 

 

$

59,873,308

 

 

 

See notes to unaudited consolidated financial statements.

 

 

5


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

1,954,052

 

 

$

1,788,881

 

 

$

3,856,153

 

 

$

3,485,879

 

Other property related income

 

 

65,678

 

 

 

57,415

 

 

 

125,461

 

 

 

110,042

 

Total revenues

 

 

2,019,730

 

 

 

1,846,296

 

 

 

3,981,614

 

 

 

3,595,921

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operations

 

 

823,672

 

 

 

723,462

 

 

 

1,673,366

 

 

 

1,412,946

 

General and administrative

 

 

456,330

 

 

 

438,446

 

 

 

921,752

 

 

 

849,000

 

Depreciation and amortization

 

 

349,173

 

 

 

452,685

 

 

 

698,046

 

 

 

901,920

 

Business development

 

 

10,000

 

 

 

8,358

 

 

 

10,000

 

 

 

14,190

 

Total expenses

 

 

1,639,175

 

 

 

1,622,951

 

 

 

3,303,164

 

 

 

3,178,056

 

Operating income

 

 

380,555

 

 

 

223,345

 

 

 

678,450

 

 

 

417,865

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend, interest, and other income

 

 

17,779

 

 

 

14,953

 

 

 

41,126

 

 

 

26,374

 

Unrealized gain on marketable equity securities

 

 

217,349

 

 

 

 

 

 

175,442

 

 

 

 

Interest expense

 

 

(220,209

)

 

 

(220,209

)

 

 

(440,417

)

 

 

(440,417

)

Total other income (expense), net

 

 

14,919

 

 

 

(205,256

)

 

 

(223,849

)

 

 

(414,043

)

Net income

 

$

395,474

 

 

$

18,089

 

 

$

454,601

 

 

$

3,822

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

 

$

0.00

 

 

$

0.06

 

 

$

0.00

 

Diluted

 

$

0.05

 

 

$

0.00

 

 

$

0.06

 

 

$

0.00

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

7,619,549

 

 

 

7,619,469

 

 

 

7,619,509

 

 

 

7,619,469

 

Diluted

 

 

7,620,283

 

 

 

7,619,469

 

 

 

7,619,999

 

 

 

7,619,469

 

 

See notes to unaudited consolidated financial statements.

 

 

 

 

 

GLOBAL SELF STORAGE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

 

$

395,474

 

 

$

18,089

 

 

$

454,601

 

 

$

3,822

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on investment in equity securities

 

 

 

 

 

(46,926

)

 

 

 

 

 

(92,589

)

Comprehensive gain (loss)

 

$

395,474

 

 

$

(28,837

)

 

$

454,601

 

 

$

(88,767

)

 

See notes to unaudited consolidated financial statements.

6


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Comprehensive

 

 

Retained

 

 

Stockholders'

 

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Income

 

 

Earnings

 

 

Equity

 

Balances at December 31, 2017, as reported

 

 

7,619,469

 

 

$

76,195

 

 

$

33,881,863

 

 

$

796,603

 

 

$

3,746,323

 

 

$

38,500,984

 

Adjustment from financial instruments update ASU 2016-01 (Note 2)

 

 

 

 

 

 

 

 

(796,603

)

 

 

796,603

 

 

 

Balances at January 1, 2018, as adjusted

 

 

7,619,469

 

 

 

76,195

 

 

 

33,881,863

 

 

 

 

 

4,542,926

 

 

 

38,500,984

 

Restricted stock grants issued

 

 

73,155

 

 

 

731

 

 

 

(731

)

 

 

 

 

 

 

Compensation expense related to stock-based awards

 

 

 

 

 

 

27,312

 

 

 

 

 

 

 

27,312

 

Net income

 

 

 

 

 

 

 

 

 

 

454,601

 

 

 

454,601

 

Dividends

 

 

 

 

 

 

 

 

 

 

(995,286

)

 

 

(995,286

)

Balances at June 30, 2018

 

 

7,692,624

 

 

$

76,926

 

 

$

33,908,444

 

 

$

 

 

$

4,002,241

 

 

$

37,987,611

 

 

See notes to unaudited consolidated financial statements.

 

 

7


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

454,601

 

 

$

3,822

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

698,046

 

 

 

901,920

 

Unrealized gain on marketable equity securities

 

 

(175,442

)

 

 

Amortization of loan procurement costs

 

 

21,218

 

 

 

21,217

 

Compensation expense related to stock-based awards

 

 

27,312

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

15,136

 

 

 

37,361

 

Prepaid expenses and other assets

 

 

(29,880

)

 

 

68,276

 

Accounts payable and accrued expenses

 

 

181,618

 

 

 

72,828

 

Net cash provided by operating activities

 

 

1,192,609

 

 

 

1,105,424

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Improvements and equipment additions

 

 

(50,680

)

 

 

(196,713

)

Construction

 

 

(48,893

)

 

 

Net cash used in investing activities

 

 

(99,573

)

 

 

(196,713

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Dividends paid

 

 

(995,286

)

 

 

(990,531

)

Net cash used in financing activities

 

 

(995,286

)

 

 

(990,531

)

Net increase (decrease) in cash and cash equivalents

 

 

97,750

 

 

 

(81,820

)

Cash, cash equivalents, and restricted cash, beginning of period

 

 

2,256,415

 

 

 

2,965,694

 

Cash, cash equivalents, and restricted cash, end of period

 

$

2,354,165

 

 

$

2,883,874

 

Supplemental schedule of cash flow information

 

 

 

 

 

 

 

 

Interest paid

 

$

419,200

 

 

$

419,200

 

 

See notes to unaudited consolidated financial statements.

 

 

 

8


 

GLOBAL SELF STORAGE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

 

1. ORGANIZATION

Global Self Storage, Inc. a Maryland corporation (the “Company,” “we,” “our,” or “us”), is a self-administered and self-managed real estate investment trust (“REIT”)  that owns, operates, manages, acquires, develops and redevelops self storage properties (“stores” or “properties”) in the United States. The Company stores are located in the Northeast, Mid-Atlantic and Mid-West regions of the United States. The Company was formerly registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a non-diversified, closed end management investment company. The Securities and Exchange Commission’s (“SEC”) order approving the Company’s application to deregister from the 1940 Act was granted on January 19, 2016. On January 19, 2016, the Company changed its name to Global Self Storage, Inc. from Self Storage Group, Inc., changed its SEC registration from an investment company to an operating company reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed its common stock on NASDAQ under the symbol “SELF”.

The Company has elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended (the “IRC”). To the extent the Company continues to qualify as a REIT, it will not be subject to tax, with certain limited exceptions, on the taxable income that is distributed to its stockholders.

The Company invests in self storage properties by acquiring stores through its wholly owned subsidiaries. At June 30, 2018, the Company owned and operated eleven stores. The Company operates primarily in one segment:  rental operations.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

Upon deregistration as an investment company, the Company's status changed to an operating company from an investment company since it no longer met the assessment of an investment company under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 (“ASC 946”). The Company discontinued applying the guidance in ASC 946 and began to account for the change in status prospectively by accounting for its investments in accordance with other U.S. generally accepted accounting principles (“GAAP”) topics as of the date of the change in status.

The accompanying unaudited consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with GAAP for interim financial information, and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The consolidated balance sheet as of December 31, 2017 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017.

Reclassifications

Certain amounts from the prior year have been reclassified to conform to current year presentation as described below.

On January 1, 2018, the Company also adopted Accounting Standards Update (“ASU”) No. 2016-18: Statement of Cash Flows (Topic 230) – Restricted Cash, which requires restricted cash to be included with cash and cash equivalents as part of the reconciliation of beginning and end of period balances within the consolidated statements of cash flows. As a result of adopting the new guidance, $70,478 of restricted cash, which was previously included as operating cash outflows within the consolidated statements of cash flows six months ended June 30, 2017 has been removed and is now included in the cash, cash equivalents, and restricted cash line items at the beginning and the end of the period.

Accounting Standards Adopted

As required, in the first quarter of 2018 the Company adopted ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires changes to the accounting for financial instruments that affect the Company’s equity investments and the presentation and disclosure for such instruments. Marketable equity securities previously classified as available-for-sale equity investments are now measured and recorded at fair value with changes in fair value recorded in the consolidated statement of operations. The Company utilized a

9


 

modified retrospective approach through a cumulative effect adjustment to retained earnings for the year beginning on January 1, 2018.

The following table summarizes the effects of adopting ASU 2016-01 on the Company’s financial statements for the year beginning January 1, 2018 as an adjustment to the opening balance:

 

 

 

Balance at

 

 

Adjustments from

 

 

Balance at

 

 

 

December 31, 2017

 

 

Financial Instruments

 

 

January 1, 2018

 

 

 

As Previously Reported

 

 

Update ASU 2016-01

 

 

As Adjusted

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investments in securities

 

$

1,552,090

 

 

$

(1,552,090

)

 

$

 

Marketable equity securities

 

$

 

 

$

1,552,090

 

 

$

1,552,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

$

796,603

 

 

$

(796,603

)

 

$

 

Retained earnings

 

$

3,746,323

 

 

$

796,603

 

 

$

4,542,926

 

Cash, Cash Equivalents, and Restricted Cash

The Company’s cash is deposited with financial institutions located throughout the United States and at times may exceed federally insured limits. The Company considers all highly liquid investments, which may include money market fund shares, with a maturity of three months or less to be cash equivalents. Restricted cash is comprised of escrowed funds deposited with a bank relating to capital expenditures.

The carrying amount reported on the balance sheet for cash, cash equivalents, and restricted cash approximates fair value.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash in our consolidated balances sheets to the total amount shown in our consolidated statements of cash flows:

 

 

 

June 30, 2018

 

 

June 30, 2017

 

Cash and cash equivalents

 

$

2,206,687

 

 

$

2,813,396

 

Restricted cash

 

 

147,478

 

 

 

70,478

 

Total cash, cash equivalents, and restricted cash as shown in our consolidated statements of cash flows

 

$

2,354,165

 

 

$

2,883,874

 

 

Income Taxes

The Company has elected to be treated as a REIT under the IRC. In order to maintain its qualification as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income which meets certain criteria and is distributed annually to stockholders. The Company plans to continue to operate so that it meets the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If the Company were to fail to meet these requirements, it would be subject to federal income tax. In managements’ opinion, the requirements to maintain these elections are being fulfilled. The Company is subject to certain state and local taxes.

The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Company has reviewed its tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on federal, state, and local income tax returns for open tax years (2014 – 2016), or is expected to be taken in the Company’s 2017 tax returns.

Legislation, commonly known as the Tax Cuts and Jobs Act (“TCJA”), was signed into law on December 22, 2017. The TCJA makes significant changes to the U.S. federal income tax rates for taxation of individuals and corporations (including REITs), generally effective for taxable years beginning after December 31, 2017.

 

10


 

Marketable Equity Securities

Investments in equity securities that have readily determinable fair values are accounted for equity securities measured at fair value. Gains or losses from changes in the fair value of equity securities are recorded in net income, until the investment is sold or otherwise disposed of, or until the investment is determined to be other-than-temporarily impaired. The specific identification method is used to determine the realized gain or loss on investments sold or otherwise disposed.

Fair value is determined using a valuation hierarchy generally by reference to an active trading market, using quoted closing or bid prices. Judgment is used to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive.

 

Real Estate Assets

Real estate assets are carried at the appreciated value as of January 19, 2016, the effective date of the Company’s change in status to an operating company, less accumulated depreciation from that date. Purchases subsequent to the effective date of the change in status are carried at cost, less accumulated depreciation. Direct and allowable internal costs associated with the development, construction, renovation, and improvement of real estate assets are capitalized. Property taxes and other costs associated with development incurred during a construction period are capitalized. A construction period begins when expenditures for a real estate asset have been made and activities that are necessary to prepare the asset for its intended use are in progress. A construction period ends when an asset is substantially complete and ready for its intended use.

We allocate the net acquisition cost of acquired operating self storage properties to the underlying land, buildings, identified intangible assets, and any noncontrolling interests that remain outstanding based upon their respective individual estimated fair values.  Any difference between the net acquisition cost and the estimated fair value of the net tangible and intangible assets acquired is recorded as goodwill. 

Internal and external transaction costs associated with acquisitions or dispositions of real estate, as well as repairs and maintenance costs, are charged to expense as incurred. Major replacements and betterments that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 39 years.

 

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses generally consist of property tax accruals, unearned rental income, and trade payables. At June 30, 2018 and December 31, 2017, accounts payable and accrued expenses included a $900,000 contingent payment in connection with the purchase of a property made in 2016.

Retained Earnings

Retained earnings includes an increase to fair value of the properties owned by the Company at the effective date of the change in status to a reporting company under the Exchange Act (see Footnote 3) and the accumulated net income or loss and accumulated distributions paid since inception.

11


 

Revenue and Expense Recognition

Revenues from stores, which are primarily composed of rental income earned pursuant to month-to-month leases for storage space, as well as associated late charges and administrative fees, are recognized as earned. Promotional discounts reduce rental income over the promotional period, which is generally one month. Ancillary revenues from sales of merchandise and tenant insurance and other income are recognized when earned.

The Company accrues for property tax expense based upon actual amounts billed and, in some circumstances, estimates and historical trends when bills or assessments have not been received from the taxing authorities or such bills and assessments are in dispute. If these estimates are incorrect, the timing and amount of expense recognition could be incorrect. Cost of operations and general and administrative expense are expensed as incurred.

Credit Risk

Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and certain portions of accounts receivable including rents receivable from our tenants. Cash and cash equivalents are on deposit with highly rated commercial banks.

Evaluation of Asset Impairment

The Company evaluates its real estate assets, intangible assets consisting of in-place leases, and goodwill for impairment annually. If there are indicators of impairment and we determine that an asset is not recoverable from future undiscounted cash flows to be received through the asset’s remaining life (or, if earlier, the expected disposal date), we record an impairment charge to the extent the carrying amount exceeds the asset’s estimated fair value or net proceeds from expected disposal.

 

Stock-based Compensation

The measurement and recognition of compensation expense for all stock-based payment awards to employees are based on estimated fair values. Awards granted are valued at fair value and any compensation expense is recognized over the service periods of each award.

 

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from management’s estimates.

Recently Issued Accounting Standards

In February 2017, as part of the new revenue standard, the FASB issued ASU No. 2017-05 – Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance, which focuses on recognizing gains and losses from the transfer of nonfinancial assets in contracts with non-customers. Specifically, the new guidance defines “in substance nonfinancial asset,” unifies guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing sales of real estate, removes exceptions to the financial asset derecognition model, and clarifies the accounting for contributions of nonfinancial assets to joint ventures. The new guidance became effective on January 1, 2018 when the Company adopted the new revenue standard. Upon adoption, the majority of the Company’s sale transactions are now treated as dispositions of nonfinancial assets rather than dispositions of a business given the FASB’s recently revised definition of a business (see ASU No. 2017-01 below). Additionally, in partial sale transactions where the Company sells a controlling interest in real estate but retains a noncontrolling interest, the Company will now fully recognize a gain or loss on the fair value. The adoption of the standard did not have an impact on the Company’s consolidated financial position or results of operations.

In January 2017, the FASB issued ASU 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business to include an input and a substantive process that provide goods or services to customers, other revenue, or investment income. The standard became effective on January 1, 2018. Upon adoption, of the new guidance, the Company expects that the majority of future property acquisitions will now be considered asset acquisitions, resulting in the capitalization of acquisition related costs incurred in connection with these transactions and the allocation of purchase price and acquisition related costs to the assets acquired based on their relative fair values. The adoption of the standard did not have an impact on the Company’s consolidated financial position or results of operations.

12


 

In November 2016, the FASB issued ASU No. 2016-18 - Statement of Cash Flows (Topic 230): Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard became effective on January 1, 2018 and requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update relates to financial statement presentation and disclosures as discussed in “Reclassifications” above.

In August 2016, the FASB issued ASU No. 2016-15 - Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The eight items that the ASU provides classification guidance on include (1) debt prepayment and extinguishment costs, (2) settlement of zero-coupon debt instruments, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investments, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and application of the predominance principle. The standard became effective on January 1, 2018. The standard requires the use of the retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements as the update relates to financial statement presentation and disclosures.

In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on January 1, 2019, however early adoption is permitted. The Company does not believe this standard will have a material impact on operating results of financial condition, because all lease revenues are derived from month to month self storage leases and the Company does not incur a material amount of lease expense.

 

In May 2014, the FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance outlines a five-step process for customer contract revenue recognition that focuses on transfer of control as opposed to transfer of risk and rewards. The new guidance also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. In May 2016, the FASB issued ASU 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends ASU 2014-09 and is intended to address implementation issues that were raised by stakeholders. ASU 2016-12 provides practical expedients on collectability, noncash consideration, presentation of sales tax and contract modifications and completed contracts in transition. Both standards became effective on January 1, 2018. The standards did not have a material impact on the Company’s consolidated statements of financial position or results of operations primarily because the majority of its revenue is derived from lease contracts, which are excluded from the scope of the new guidance. The Company’s insurance fee revenue, and merchandise sale revenue are included in the scope of the new guidance, however, the Company identified similar performance obligations under this standard as compared with deliverables and separate units of account identified under its previous revenue recognition methodology. Accordingly, revenue recognized under the new guidance does not differ materially from revenue recognized under previous guidance and there is no material prior year impact.

 

 

13


 

3. CHANGE IN STATUS

Prior to the January 19, 2016 change in status from a registered investment company to an operating company, the Company recorded its investments in the self storage properties at fair value and recorded the changes in the fair value as an unrealized gain or loss. Upon the effective date of the deregistration of the Company as a registered investment company, the fair value accounting as a registered investment company was no longer applicable to the Company, rather the Company began presenting on a consolidated basis, the underlying assets and liabilities of the self storage properties. The Company’s initial carrying value of the net assets of the self storage properties is the fair value on the effective date of the change in status determined as follows:

 

Fair value of self storage properties on the effective date of the

   change in status

 

 

 

 

 

$

34,624,573

 

Total net assets of combined self storage properties

 

 

 

 

 

 

 

 

Property plant and equipment - self storage

 

$

26,388,167

 

 

 

 

 

Cash and cash equivalents

 

 

464,585

 

 

 

 

 

Accounts receivable

 

 

87,103

 

 

 

 

 

Prepaid expenses and other assets

 

 

206,146

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(488,514

)

 

 

26,657,487

 

Increase to the initial carrying value of the net assets of self storage properties on the

   effective date of the change in status

 

 

 

 

 

$

7,967,086

 

 

 

4. MARKETABLE EQUITY SECURITIES

Investments in marketable equity securities as of June 30, 2018 consisted of the following:

 

 

 

 

 

 

 

Gross Unrealized

 

 

 

 

 

 

 

Cost Basis

 

 

Gains

 

 

Losses

 

 

Value

 

Investment in marketable equity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

$

755,487

 

 

$

972,045

 

 

$

 

 

$

1,727,532

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment in marketable equity securities

 

$

755,487

 

 

$

972,045

 

 

$

 

 

$

1,727,532

 

 

 

14


 

5. REAL ESTATE ASSETS

The carrying value of the Company’s real estate assets is summarized as follows:

 

Self storage properties, at cost:

 

 

 

 

Beginning balance

 

$

51,415,779

 

Newly developed properties opened for operation

 

 

369,719

 

Improvements and equipment additions

 

 

50,680

 

Ending balance

 

 

51,836,178

 

 

 

 

 

 

Land

 

 

 

 

Beginning balance

 

 

5,493,814

 

Ending balance

 

 

5,493,814

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

Beginning balance

 

 

(2,257,862

)

Depreciation expense

 

 

(698,046

)

Ending balance

 

 

(2,955,908

)

 

 

 

 

 

Construction in progress:

 

 

 

 

Beginning balance

 

 

393,832

 

Current development

 

 

48,893

 

Newly developed properties opened for operation

 

 

(369,719

)

Ending balance

 

 

73,006

 

 

 

 

 

 

Total real estate assets at June 30, 2018

 

$

54,447,090

 

 

The Merrillville, IN expansion was completed in January 2018 and added 13,300 leasable square feet of traditional drive-up storage units. In 2018 the Company expects to break ground on the Millbrook, NY expansion, which, when completed, will add approximately 16,500 of gross square feet of all-climate-controlled units. The planning for the Millbrook, NY expansion is under development and the Company is actively evaluating proposals for its construction. As of June 30, 2018, development costs for these projects have been capitalized while the projects that are under construction and are reflected in real estate assets, net on the Company’s consolidated balance sheet.

 

 

6. FAIR VALUE MEASUREMENTS

GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2018:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities

 

$

1,727,532

 

 

$

 

 

$

 

 

$

1,727,532

 

Total assets at fair value

 

$

1,727,532

 

 

$

 

 

$

 

 

$

1,727,532

 

 

 

There were no assets transferred from level 1 to level 2 as of June 30, 2018. The Company did not have any assets or liabilities that are re-measured on a recurring basis using significant unobservable inputs as of June 30, 2018.

 

The fair values of financial instruments including cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximated their respective carrying values as of June 30, 2018. The aggregate carrying value of the Company’s debt was $20,000,000 as of June 30, 2018. The estimated fair value of the Company’s debt was $18,836,899 as of June 30, 2018. This estimate

15


 

was based on market interest rates for comparable obligations, general market conditions, and maturity. The Company’s debt is classified as level 2 of the fair value hierarchy.

 

 

7. NOTE PAYABLE

On June 24, 2016, certain wholly-owned subsidiaries (“Secured Subsidiaries”) of the Company entered into a loan agreement and certain other related agreements (collectively, the “Loan Agreement”) between the Secured Subsidiaries and Insurance Strategy Funding IV, LLC (the “Lender”). Under the Loan Agreement, the Secured Subsidiaries are borrowing from the Lender in the principal amount of $20 million pursuant to a promissory note (the “Promissory Note”). The Promissory Note bears an interest rate equal to 4.192% per annum (effective interest rate 4.40%) and is due to mature on July 1, 2036. Pursuant to a security agreement (the “Security Agreement”), the obligations under the Loan Agreement are secured by certain real estate assets owned by the Secured Subsidiaries.

The Company entered into a non-recourse guaranty on June 24, 2016 (the “Guaranty,” and together with the Loan Agreement, the Promissory Note and the Security Agreement, the “Loan Documents”) to guarantee the payment to Lender of certain obligations of the Secured Subsidiaries under the Loan Agreement.

The Loan Documents require the Secured Subsidiaries and the Company to comply with certain covenants, including, among others, a minimum net worth test and other customary covenants. The Lender may accelerate amounts outstanding under the Loan Documents upon the occurrence of an event of default (as defined in the Loan Agreement) including, but not limited to, the failure to pay amounts due or commencement of bankruptcy proceedings.

The Company incurred loan procurement costs of $646,246 and such costs have been recorded net of the note payable on the consolidated balance sheet and are amortized as an adjustment to interest expense over the term of the loan.

As of June 30, 2018, the Company’s note payable is summarized as follows:

 

Note Payable

 

Carrying Value

 

Principal balance outstanding

 

$

20,000,000

 

Less: Loan procurement costs, net

 

 

(561,377

)

Total note payable, net

 

$

19,438,623

 

 

As of June 30, 2018, the note payable was secured by certain of its stores with an aggregate net book value of approximately $34.3 million. The note payable pays interest only from August 1, 2016 through June 30, 2018. The following table represents the future principal payment requirements on the note payable as of June 30, 2018:

 

2018

 

$

228,987

 

2019

 

 

472,600

 

2020

 

 

492,797

 

2021

 

 

513,857

 

2022

 

 

535,816

 

2023 and thereafter

 

 

17,755,943

 

Total principal payments

 

 

20,000,000

 

Less: Loan procurement costs, net

 

 

(561,377

)

Total note payable

 

$

19,438,623

 

 

 

16


 

8. EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to potentially diluted securities. The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

 

$

395,474

 

 

$

18,089

 

 

$

454,601

 

 

$

3,822

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding - basic

 

 

7,619,549

 

 

 

7,619,469

 

 

 

7,619,509

 

 

 

7,619,469

 

Net effect of dilutive unvested restricted stock awards included for treasury stock method

 

 

734

 

 

 

 

 

490

 

 

 

Average number of common shares outstanding - diluted

 

 

7,620,283

 

 

 

7,619,469

 

 

 

7,619,999

 

 

 

7,619,469

 

Earnings per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

 

$

0.00

 

 

$

0.06

 

 

$

0.00

 

Diluted

 

$

0.05

 

 

$

0.00

 

 

$

0.06

 

 

$

0.00

 

 

Common stock dividends totaled $500,020 ($0.065 per share) and $495,266 ($0.065 per share) for the three months ended June 30, 2018 and 2017, respectively, and $995,286 ($0.13 per share) and $990,531 ($0.13 per share) for the six months ended June 30, 2018 and 2017, respectively.   The classification of these dividends for federal income tax purposes is expected to be determined after the Company’s fiscal year ending December 31, 2018.

 

 

9. RELATED PARTY TRANSACTIONS

Certain officers and directors of the Company also serve as officers and directors of Winmill & Co. Incorporated (“Winco”), Bexil Corporation, Tuxis Corporation (“Tuxis”), and their affiliates (collectively with the Company, the “Affiliates”). As of June 30, 2018, certain of the Affiliates owned approximately 6% of the Company’s outstanding common stock. Pursuant to an arrangement between a professional employer organization (“PEO”) and the Affiliates, the PEO provides payroll, benefits, compliance, and related services for employees of the Affiliates in accordance with applicable rules and regulations under the IRC and, in connection therewith, Midas Management Corporation (“MMC”), a subsidiary of Winco, acts as a conduit payer of compensation and benefits to the Affiliates’ employees including those who are concurrently employed by the Company and its Affiliates. Rent expense of concurrently used office space and overhead expenses for various concurrently used administrative and support functions incurred by the Affiliates are allocated at cost among them. The Affiliates participate in a 401(k) retirement savings plan for substantially all qualified employees. A matching expense based upon a percentage of contributions to the plan by eligible employees is incurred and allocated among the Affiliates. The matching expense is accrued and funded on a current basis and may not exceed the amount permitted as a deductible expense under the IRC.    The aggregate rent and overhead accrued and paid by the Company to Winco for the three and six months ended June 30, 2018 was $10,369 and $24,333, respectively. As of June 30, 2018, the Company had reimbursements payable to MMC and Winco for compensation and benefits and rent and overhead of $10,199.

The Company currently reimburses monthly automobile expenses of $1,000 per month to its President, Mark C. Winmill. To the extent that the monthly payment under the Company’s automobile lease exceeds the current monthly reimbursement amount, Mr. Winmill voluntarily reimburses the Company for the excess amount. In this regard, Mr. Winmill has reimbursed the Company $3,228 for the automobile payments paid and due in 2018.

The Company leases office space to Tuxis under a rental agreement. The terms of occupancy are month to month and automatically renew unless terminated by either party on ten days’ written notice. The monthly rental charge is $667 per month, due and payable on the first day of each month. For the three and six months ended June 30, 2018, the total rent paid by Tuxis to the Company was $2,001 and $4,002, respectively.

 

 

10. CAPITAL STOCK

As of June 30, 2018, the Company was authorized to issue 450,000,000 shares of $0.01 par value common stock of which 7,692,624 had been issued and was outstanding. The Company was also authorized to issue 50,000,000 shares of preferred stock, $0.01 par value, authorized, of which none has been issued.     

 

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11. STOCK-BASED COMPENSATION

 

 

On October 16, 2017 (“Effective Date”), the Company’s stockholders approved the Company’s 2017 Equity Incentive Plan (the “Plan”). The Plan is designed to provide equity-based incentives to certain eligible persons, as defined in the Plan, in the form of options, share appreciation rights, restricted stock, restricted stock units, dividend equivalent rights or other forms of equity-based compensation as determined in the discretion of the Board of Directors, the Compensation Committee of the Board of Directors, or other designee thereof. The total number of shares of common stock reserved and available for issuance under the Plan on the Effective Date was 760,000.

On March 29, 2018, the Company approved restricted stock awards under the Plan to certain of its officers and employees in the aggregate amount of 73,155 shares, of which 15,025 shares are performance-based grants and 58,130 shares are time-based grants. The Company recorded $26,428 and $27,312 of expense in general and administrative expense in its statement of operations related to restricted stock awards granted to certain officers and employees for the three and six months ended June 30, 2018, respectively. At June 30, 2018, there was $296,033 of total unrecognized compensation expense related to unvested restricted stock awards under the Plan. That cost is expected to be recognized over a weighted—average period of 3.4 years. The fair value of common stock awards is determined based on the closing trading price of the Company’s common stock on the grant date.

Time-Based Restricted Stock Grants

These time-based grants vest solely based on continued employment, with 6.25% of the shares eligible to vest on each three- month anniversary of the grant date during the remaining four-year time vesting period. Time-based restricted stock cannot be transferred during the vesting period. These time-based restricted stock entitles the holder to dividends paid by the Company on shares of its common stock.

A summary of the Company’s time-based restricted stock grant activity is as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

Grant-Date

 

Time-Based Restricted Stock Grants

 

Stock

 

 

Fair Value

 

Unvested at December 31, 2017

 

 

 

$

 

Granted

 

 

58,130

 

 

$

4.42

 

Vested

 

 

(3,634

)

 

$

4.42

 

Unvested at June 30, 2018

 

 

54,496

 

 

$

4.42

 

 

Performance-Based Restricted Stock Grants

 

Performance-based restricted stock grants vest based on continued employment and the achievement of certain Funds from Operations, as adjusted (“AFFO”) and same store revenue growth (“SSRG”) goals by the Company during 2018. Between 0% and 200% of these shares will be earned based on achievement of the AFFO and SSRG goals in 2018, and the shares which are earned will remain subject to quarterly vesting during the remaining four-year time vesting period. Dividends paid by the Company prior to the determination of how many shares are earned will be retained by the Company and released only with respect to earned shares. If a Change in Control (as defined in the Plan) occurs during 2018, the number of shares earned will equal the greater of the number of shares granted and the number of shares which would have been earned based on the AFFO and SSRG through the date of the Change in Control. If following a Change in Control, a grantee is terminated by the Company without Cause or by the grantee with Good Reason (as each is defined in the Plan), all unvested restricted stock will fully vest.

A summary of the Company’s performance-based restricted stock grant activity is as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

Grant-Date

 

Performance-based Stock Grants

 

Stock

 

 

Fair Value

 

Unvested at December 31, 2017

 

 

 

$

 

Granted

 

 

15,025

 

 

$

4.42

 

Unvested at June 30, 2018

 

 

15,025

 

 

$

4.42

 

 

Forfeitures are accounted for as they occur, compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is reversed in the period of the forfeiture.

 

18


 

12. COMMITMENTS AND CONTINGENCIES

The Company enters into contracts that contain a variety of representations and warranties and which may provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown as it involves future claims that may be made against the Company under circumstances that have not occurred.

The Company leases an automobile under a lease expiring on January 3, 2020. The future minimum lease payments under the lease in aggregate are $30,576, comprised of annual payments of $15,288 for each of the years ending December 31, 2018 and 2019, respectively.

Upon the satisfaction of certain conditions described in the 2016 Purchase Agreement with Tuxis, in connection with expanding the Company’s Millbrook, New York store, an additional $900,000 cash payment is due to Tuxis from the Company. On May 2, 2017, the Company received approval from the local municipality for the Millbrook expansion project and, upon commencement of construction, the additional cash payment is expected to be made by the Company to Tuxis. As of June 30, 2018, construction has not started, however, the Company has incurred development costs and is actively evaluating proposals for the construction of the expansion project.

 

 

 

 

 

 

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Item 2.

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

CAUTIONARY LANGUAGE

The following discussion and analysis should be read in conjunction with our unaudited “Condensed Consolidated Financial Statements” and the “Notes to Condensed Consolidated Financial Statements (unaudited)” appearing elsewhere in this report. We make statements in this section that may be forward looking statements within the meaning of the federal securities laws. For a complete discussion of forward looking statements, see the section in this report entitled “Statement on Forward Looking Information.” References to the “Company,” “we,” “us,” or “our company” refer to Global Self Storage, Inc., a Maryland corporation, including, as the context requires, its direct and indirect subsidiaries.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements contained elsewhere in this report, which have been prepared in accordance with GAAP. Our notes to the unaudited condensed consolidated financial statements contained elsewhere in this report describe the significant accounting policies essential to our unaudited condensed consolidated financial statements. Preparation of our financial statements requires estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions that we have used are appropriate and correct based on information available at the time they were made. These estimates, judgments, and assumptions can affect our reported assets and liabilities as of the date of the financial statements, as well as the reported revenues and expenses during the period presented. If there are material differences between these estimates, judgments, and assumptions and actual facts, our financial statements may be affected.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. There are areas in which our judgment in selecting among available alternatives would not produce a materially different result, but there are some areas in which our judgment in selecting among available alternatives would produce a materially different result. Please refer to the notes to the unaudited condensed consolidated financial statements that contain additional information regarding our critical accounting policies and other disclosures.

Management’s Discussion and Analysis Overview

The Company is a self-administered and self-managed REIT that owns, operates, manages, acquires, develops and redevelops self storage properties (“stores” or “properties”) in the United States. Our stores are designed to offer affordable, easily accessible, and secure storage space for residential and commercial customers. The Company currently owns and operates, through its wholly owned subsidiaries, eleven stores located in Connecticut, Illinois, Indiana, New York, Ohio, Pennsylvania, and South Carolina. On January 19, 2016, the Company changed its name to Global Self Storage, Inc. from Self Storage Group, Inc., changed its SEC registration from an investment company to an operating company reporting under the Exchange Act, and listed its common stock on NASDAQ under the symbol “SELF”.

Our store operations generated most of our net income for all periods presented herein. Accordingly, a significant portion of management’s time is devoted to seeking to maximize cash flows from our existing stores, as well as seeking investments in additional stores. The Company expects to continue to earn a majority of its net income from its store operations as its current store operations continue to develop and as it makes additional store acquisitions. Over time, the Company expects to divest its remaining portfolio of investment securities and use the proceeds to acquire, develop, redevelop, and/or operate additional stores. The Company expects its income from investment securities to continue to decrease as it continues to divest its holdings of investment securities.

Financial Condition and Results of Operations

Our financing strategy is to minimize the cost of our capital in order to maximize the returns generated for our stockholders. For future acquisitions, the Company may use various financing and capital raising alternatives including, but not limited to, debt and/or equity offerings, credit facilities, mortgage financing, and joint ventures with third parties.

On June 24, 2016, certain wholly owned subsidiaries (“Secured Subsidiaries”) of the Company entered into a loan agreement and certain other related agreements (collectively, the “Loan Agreement”) between the Secured Subsidiaries and Insurance Strategy Funding IV, LLC (the “Lender”). Under the Loan Agreement, the Secured Subsidiaries are borrowing from the Lender in the principal amount of $20 million pursuant to a promissory note (the “Promissory Note”). The Promissory Note bears an interest rate equal to 4.192% per annum and is due to mature on July 1, 2036. Pursuant to a security agreement (the “Security Agreement”), the obligations under the Loan Agreement are secured by certain real estate assets owned by the Secured Subsidiaries. J.P. Morgan Investment Management, Inc. acted as Special Purpose Vehicle Agent of the Lender.

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The Company entered into a non-recourse guaranty on June 24, 2016 (the “Guaranty,” and together with the Loan Agreement, the Promissory Note and the Security Agreement, the “Loan Documents”) to guarantee the payment to Lender of certain obligations of the Secured Subsidiaries under the Loan Agreement. The Loan Documents require the Secured Subsidiaries and the Company to comply with certain covenants, including, among others, a minimum net worth test and other customary covenants. The Lender may accelerate amounts outstanding under the Loan Documents upon the occurrence of an Event of Default (as defined in the Loan Agreement) including, but not limited to, the failure to pay amounts due or commencement of bankruptcy proceedings. The Company and the Secured Subsidiaries paid customary fees and expenses in connection with their entry into the Loan Documents. There is no material relationship between the Company, its Secured Subsidiaries, or its affiliates and the Lender, other than in respect of the Loan Documents. The foregoing description is qualified in its entirety by the full terms and conditions of the Loan Documents, filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to the Current Report on Form 8-K filed on June 30, 2016. We used the proceeds of such debt financing primarily in connection with store acquisitions in 2016.

As of June 30, 2018, we had capital resources totaling approximately $3.9 million, comprised of $2.2 million of cash and cash equivalents and $1.7 million of marketable securities. Capital resources derived from retained cash flow have been and are currently expected to continue to be negligible. Retained operating cash flow represents our expected cash flow provided by operating activities, less stockholder distributions and capital expenditures to maintain stores.

We have been actively reviewing a number of store and store portfolio acquisition opportunities and have been working to further develop and expand our current stores. We did not make any acquisitions in the three months ended June 30, 2018.

 

Results of Operations for the Three Months Ended June 30, 2018 Compared with the Three Months Ended June 30, 2017

Revenues

Total revenues increased from $1,846,296 during the three months ended June 30, 2017 to $2,019,730 during the three months ended June 30, 2018, an increase of $173,434, or 9.4%. Rental income increased from $1,788,881 during the three months ended June 30, 2017 to $1,954,052 during the three months ended June 30, 2018, an increase of $165,171, or 9.2%. The increase was primarily attributable to the additional income from the Bolingbrook and Merrillville expansion and increases in rental and occupancy rates.

 

Other store related income consists of customer insurance fees, sales of storage supplies, and other ancillary revenues. Other store related income increased from $57,415 during the three months ended June 30, 2017 to $65,678 during the three months ended June 30, 2018, an increase of $8,263, or 14.4%. This increase was primarily attributable to increased insurance participation and higher average occupancy.

Operating Expenses

Total operating expenses increased from $1,622,951 during the three months ended June 30, 2017 to $1,639,175 during the three months ended June 30, 2018, an increase of $16,224, or 1.0%. Store operating expenses increased from $723,462 during the three months ended June 30, 2017 to $823,672 during the three months ended June 30, 2018, an increase of $100,210, or 13.9%, which was primarily attributable to the increased expenses associated with increased property tax expenses.

Depreciation and amortization decreased from $452,685 during the three months ended June 30, 2017 to $349,173 during the three months ended June 30, 2018, a decrease of $103,512, or 22.9%. The decrease is primarily attributable to the amortization of the in-place leases related to the stores acquired in 2016.

General and administrative expenses increased from $438,446 during the three months ended June 30, 2017 to $456,330 during the three months ended June 30, 2018, an increase of $17,884, or 4.1%. The change was primarily attributable to increased expenses in connection with its administration of the Company’s 2017 Equity Incentive Plan and D&O insurance. Increased expenses for employment costs including compensation related to stock-based awards also contributed to the change.  

Business development costs increased from $8,358 during the three months ended June 30, 2017 to $10,000 during the three months ended June 30, 2018. Business development costs are typically non-recurring and fluctuate based on periodic business development and acquisition activity.

Operating Income

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Operating income increased from $223,345 during the three months ended June 30, 2017 to $380,555 during the three months ended June 30, 2018, an increase of $157,210, or 70.4%.

Other income (expense)

Interest expense on loans was the same amount, $220,209 during the three months ended June 30, 2017 and during the three months ended June 30, 2018.  

Dividend, interest, and other income was $14,953 during the three months ended June 30, 2017 and $17,779 during the three months ended June 30, 2018. The increase was primarily attributable to higher dividend payments received from investments in equity securities and increased interest rates for cash deposits held in interest paying bank accounts.

In accordance with the adoption of ASU 2016-01, the Company now recognizes changes in the fair value of its investments in equity securities with readily determinable fair values in net income and as such recorded an unrealized gain of $217,349 for the three months ended June 30, 2018. Previously, changes in fair value of the Company’s investments in equity securities were recognized in accumulated other comprehensive income on the Company’s consolidated balance sheets. As such, the Company included an unrealized loss on its investments in equity securities of $22,605 in accumulated other comprehensive income at June 30, 2017.

Net income (loss)

For the three months ended June 30, 2017, the net income was $18,089, or $0.00 per fully diluted share. For the three months ended June 30, 2018, the net income was $395,474, or $0.05 per fully diluted share.

 

Results of Operations for the Six Months Ended June 30, 2018 Compared with the Six Months Ended June 30, 2017

Revenues

Total revenues increased from $3,595,921 during the six months ended June 30, 2017 to $3,981,614 during the six months ended June 30, 2018, an increase of $385,693, or 10.7%. Rental income increased from $3,485,879 during the six months ended June 30, 2017 to $3,856,153 during the six months ended June 30, 2018, an increase of $370,274, or 10.6%. The increase was primarily attributable to the additional income from the Bolingbrook and Merrillville expansion and increases in rental and occupancy rates.

 

Other store related income consists of customer insurance fees, sales of storage supplies, and other ancillary revenues. Other store related income increased from $110,042 during the six months ended June 30, 2017 to $125,461 during the six months ended June 30, 2018, an increase of $15,419, or 14.0%. This increase was primarily attributable to increased insurance participation and higher average occupancy.

Operating Expenses

Total operating expenses increased from $3,178,056 during the six months ended June 30, 2017 to $3,303,164 during the six months ended June 30, 2018, an increase of $125,108, or 3.9%. Store operating expenses increased from $1,412,946 during the six months ended June 30, 2017 to $1,673,366 during the six months ended June 30, 2018, an increase of $260,420, or 18.4%, which was primarily attributable to the increased expenses associated with increased property tax expenses.

Depreciation and amortization decreased from $901,920 during the six months ended June 30, 2017 to $698,046 during the six months ended June 30, 2018, a decrease of $203,874, or 22.6%. The decrease is primarily attributable to the amortization of the in-place leases related to the stores acquired in 2016.

General and administrative expenses increased from $849,000 during the six months ended June 30, 2017 to $921,752 during the six months ended June 30, 2018, an increase of $72,752, or 8.6%. The change was primarily attributable to increased expenses in connection with its establishment and administration of the Company’s 2017 Equity Incentive Plan and D&O insurance. Increased expenses for employment costs including compensation related to stock-based awards also contributed to the change.  

Business development and store acquisition related costs decreased from $14,190 during the six months ended June 30, 2017 to $0 during the six months ended June 30, 2018. Business development and store acquisition-related costs are typically non-recurring and fluctuate based on periodic business development and acquisition activity.

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Operating Income

Operating income increased from $417,865 during the six months ended June 30, 2017 to $678,450 during the six months ended June 30, 2018, an increase of $260,585, or 62.4%.

Other income (expense)

Interest expense on loans was the same amount, $440,417 during the six months ended June 30, 2017 and during the six months ended June 30, 2018.  

Dividend, interest, and other income was $26,374 during the six months ended June 30, 2017 and $41,126 during the six months ended June 30, 2018. The increase was primarily attributable to higher dividend payments received from investments in equity securities and increased interest rates for cash deposits held in interest paying bank accounts, and a nonrecurring receipt of $6,396 relating to a class action claim originating prior to the Company deregistering as an investment company.

 

In accordance with the adoption of ASU 2016-01, the Company now recognizes changes in the fair value of its investments in equity securities with readily determinable fair values in net income and as such recorded an unrealized gain of $175,442 for the six months ended June 30, 2018. Previously, changes in fair value of the Company’s investments in equity securities were recognized in accumulated other comprehensive income on the Company’s consolidated balance sheets. As such, the Company included an unrealized loss on its investments in equity securities of $92,589 in accumulated other comprehensive income at June 30, 2017.

Net income (loss)

For the six months ended June 30, 2017, the net income was $3,822, or $0.00 per fully diluted share. For the six months ended June 30, 2018, the net income was $454,601, or $0.06 per fully diluted share.

 

 

Non-GAAP Financial Measures

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and are considered helpful measures of REIT performance by REITs and many REIT analysts. NAREIT defines FFO as a REIT’s net income, excluding gains or losses from sales of property, and adding back real estate depreciation and amortization. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for GAAP net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes financing activities presented on our statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful. However, the Company believes that to further understand the performance of its stores, FFO should be considered along with the net income and cash flows reported in accordance with GAAP and as presented in the Company’s financial statements.

Adjusted FFO (“AFFO”) represents FFO excluding the effects of business development and acquisition related costs and non-recurring items, which we believe are not indicative of the Company’s operating results. We present AFFO because we believe it is a helpful measure in understanding our results of operations insofar as we believe that the items noted above that are included in FFO, but excluded from AFFO, are not indicative of our ongoing operating results. We also believe that the investment community considers our AFFO (or similar measures using different terminology) when evaluating us. Because other REITs or real estate companies may not compute AFFO in the same manner as we do, and may use different terminology, our computation of AFFO may not be comparable to AFFO reported by other REITs or real estate companies.

We believe net operating income or “NOI” is a meaningful measure of operating performance because we utilize NOI in making decisions with respect to, among other things, capital allocations, determining current store values, evaluating store performance, and in comparing period-to-period and market-to-market store operating results. In addition, we believe the investment community utilizes NOI in determining operating performance and real estate values and does not consider depreciation expense because it is based upon historical cost. NOI is defined as net store earnings before general and administrative expenses, interest, taxes, depreciation, and amortization.

NOI is not a substitute for net income, net operating cash flow, or other related GAAP financial measures, in evaluating our operating results.

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Self Storage Portfolio

The following discussion and analysis of our same-store self storage operations and our combined same-store and non same-store (“Combined store”) self storage operations are presented on a comparative basis for the three and six months ended June 30, 2017 and June 30, 2018, respectively.

GLOBAL SELF STORAGE STORES

 

 

 

 

 

 

Year Store

 

Number

 

 

Net Leasable

 

 

June 30, 2018 Square Foot

 

 

June 30, 2017 Square Foot

 

Property

 

Address

 

Opened / Acquired

 

of Units