Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

November 15, 2021

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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 September 30, 2021

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.

3814 Route 44

Millbrook, NY 12545

(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.

3814 Route 44

Millbrook, NY 12545

(212) 785-0900

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common shares, $0.01 par value per share

 

SELF

 

NASDAQ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

 

 

 

 

 Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of October 29, 2021 was 10,708,613.

 

 

 


 

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.

 

21

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

36

 

Item 4.

Controls and Procedures.

 

36

PART II – OTHER INFORMATION

 

38

 

Item 1.

Legal Proceedings.

 

38

 

Item 1A.

Risk Factors.

 

38

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

39

 

Item 3.

Defaults Upon Senior Securities.

 

39

 

Item 4.

Mine Safety Disclosures.

 

39

 

Item 5.

Other Information.

 

39

 

Item 6.

Exhibits.

 

39

Exhibit Index

 

40

SIGNATURES

 

41

 

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. Except as required by law, 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. One of the most significant factors is the ongoing impact of the novel coronavirus (“COVID-19”) pandemic on the economy, the self storage industry and the broader financial markets. The Company is unable to predict whether the continuing effects of the COVID-19 pandemic will trigger a further economic slowdown and to what extent the Company will experience disruptions related to the COVID-19 pandemic. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty regarding the severity and duration of the outbreak domestically and internationally and the emergence and severity of COVID-19 variants, uncertainty regarding the effectiveness of federal, state and local governments' efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity, including the timing of the successful distribution of an effective vaccine. The outbreak of COVID-19 has also impacted, and is likely to continue to impact, directly or indirectly, many of the other important factors below and the risks described in “Item 1A. Risk Factors” included in our most recent annual report on Form 10-K and in this quarterly report and in our subsequent 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 or redevelopment (including expansions) 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 expansions and related lease up at our existing 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;

3


 

increases in taxes, fees and assessments from state and local jurisdictions;
security breaches or a failure of our networks, systems or technology;
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;
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;
fiscal policies or inaction at the U.S. federal government level, which may lead to federal government shutdowns or negative impacts on the U.S economy;
estimates relating to our ability to make distributions to our stockholders in the future;
our ability to receive forgiveness for our proportionate share of the Paycheck Protection Program loan; and
economic uncertainty due to the impact of terrorism, infectious or contagious diseases or pandemics, or war.

 

 

4


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBAL SELF STORAGE, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Assets

 

 

 

 

 

 

Real estate assets, net

 

$

58,790,221

 

 

$

59,768,533

 

Cash and cash equivalents

 

 

2,527,319

 

 

 

1,614,771

 

Restricted cash

 

 

231,505

 

 

 

340,672

 

Investments in securities

 

 

2,707,640

 

 

 

1,916,451

 

Accounts receivable

 

 

106,200

 

 

 

106,521

 

Prepaid expenses and other assets

 

 

510,420

 

 

 

351,764

 

Line of credit issuance costs, net

 

 

258,948

 

 

 

152,542

 

Goodwill

 

 

694,121

 

 

 

694,121

 

Total assets

 

$

65,826,374

 

 

$

64,945,375

 

Liabilities and equity

 

 

 

 

 

 

Note payable, net

 

$

18,036,797

 

 

$

18,389,176

 

Accounts payable and accrued expenses

 

 

1,439,711

 

 

 

1,373,308

 

Line of credit borrowing

 

 

 

 

 

5,144,000

 

Total liabilities

 

 

19,476,508

 

 

 

24,906,484

 

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, 10,708,613 and 9,343,118 issued and outstanding at September 30, 2021 and December 31, 2020, respectively

 

 

107,086

 

 

 

93,431

 

Additional paid in capital

 

 

46,766,712

 

 

 

40,455,409

 

Accumulated deficit

 

 

(523,932

)

 

 

(509,949

)

Total equity

 

 

46,349,866

 

 

 

40,038,891

 

Total liabilities and equity

 

$

65,826,374

 

 

$

64,945,375

 

 

See notes to unaudited consolidated financial statements.

 

5


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

2,608,664

 

 

$

2,237,424

 

 

$

7,402,570

 

 

$

6,521,176

 

Other property related income

 

 

102,428

 

 

 

90,989

 

 

 

288,249

 

 

 

246,148

 

Management fees and other income

 

 

19,426

 

 

 

17,496

 

 

 

56,408

 

 

 

52,341

 

Total revenues

 

 

2,730,518

 

 

 

2,345,909

 

 

 

7,747,227

 

 

 

6,819,665

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Property operations

 

 

940,372

 

 

 

907,350

 

 

 

2,831,693

 

 

 

2,698,639

 

General and administrative

 

 

594,547

 

 

 

564,162

 

 

 

1,804,371

 

 

 

1,822,353

 

Depreciation and amortization

 

 

409,763

 

 

 

509,219

 

 

 

1,221,938

 

 

 

1,527,901

 

Business development

 

 

1,797

 

 

 

471

 

 

 

6,635

 

 

 

10,528

 

Total expenses

 

 

1,946,479

 

 

 

1,981,202

 

 

 

5,864,637

 

 

 

6,059,421

 

Operating income

 

 

784,039

 

 

 

364,707

 

 

 

1,882,590

 

 

 

760,244

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Dividend and interest income

 

 

19,533

 

 

 

17,648

 

 

 

56,396

 

 

 

62,017

 

Unrealized gain on marketable equity securities

 

 

81,992

 

 

 

245,571

 

 

 

791,189

 

 

 

27,402

 

Interest expense

 

 

(256,502

)

 

 

(290,802

)

 

 

(828,567

)

 

 

(891,107

)

Total other income (expense), net

 

 

(154,977

)

 

 

(27,583

)

 

 

19,018

 

 

 

(801,688

)

Net income (loss) and comprehensive income (loss)

 

$

629,062

 

 

$

337,124

 

 

$

1,901,608

 

 

$

(41,444

)

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.06

 

 

$

0.04

 

 

$

0.19

 

 

$

(0.00

)

Diluted

 

$

0.06

 

 

$

0.04

 

 

$

0.19

 

 

$

(0.00

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10,601,521

 

 

 

9,277,043

 

 

 

9,757,458

 

 

 

9,269,834

 

Diluted

 

 

10,635,006

 

 

 

9,290,984

 

 

 

9,787,317

 

 

 

9,269,834

 

 

See notes to unaudited consolidated financial statements.

6


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

 Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balances at December 31, 2020

 

 

9,343,118

 

 

$

93,431

 

 

$

40,455,409

 

 

$

(509,949

)

 

$

40,038,891

 

Restricted stock grants issued

 

 

63,475

 

 

 

635

 

 

 

(635

)

 

 —

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

31,706

 

 

 —

 

 

 

31,706

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

 

411,247

 

 

 

411,247

 

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

(607,303

)

 

 

(607,303

)

Balances at March 31, 2021

 

 

9,406,593

 

 

 

94,066

 

 

 

40,486,480

 

 

 

(706,005

)

 

 

39,874,541

 

Restricted stock grants issued

 

 

12,300

 

 

 

123

 

 

 

(123

)

 

 —

 

 

 —

 

Issuance of common stock, net of expenses

 

 

1,289,720

 

 

 

12,897

 

 

 

6,171,787

 

 

 —

 

 

 

6,184,684

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

54,476

 

 

 —

 

 

 

54,476

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

 

861,299

 

 

 

861,299

 

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

(612,228

)

 

 

(612,228

)

Balances at June 30, 2021

 

 

10,708,613

 

 

 

107,086

 

 

 

46,712,620

 

 

 

(456,934

)

 

 

46,362,772

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

54,092

 

 

 —

 

 

 

54,092

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

 

629,062

 

 

 

629,062

 

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

(696,060

)

 

 

(696,060

)

Balances at September 30, 2021

 

 

10,708,613

 

 

$

107,086

 

 

$

46,766,712

 

 

$

(523,932

)

 

$

46,349,866

 

 

See notes to unaudited consolidated financial statements.

7


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid in

 

 

 

Retained

 

 

 

Stockholders'

 

 

 

 Shares

 

 

Par Value

 

 

Capital

 

 

 

Earnings

 

 

 

Equity

 

Balances at December 31, 2019

 

 

9,330,297

 

 

$

93,303

 

 

$

40,329,502

 

 

 

$

1,643,111

 

 

 

$

42,065,916

 

Restricted stock grants issued

 

 

25,905

 

 

 

259

 

 

 

(259

)

 

 

 —

 

 

 

 —

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

29,162

 

 

 

 —

 

 

 

 

29,162

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 

 

(356,424

)

 

 

 

(356,424

)

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

 

(606,469

)

 

 

 

(606,469

)

Balances at March 31, 2020

 

 

9,356,202

 

 

 

93,562

 

 

 

40,358,405

 

 

-

 

 

680,218

 

 

-

 

 

41,132,185

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

35,317

 

 

 

 —

 

 

 

 

35,317

 

Net loss

 

 —

 

 

 —

 

 

 —

 

 

 

 

(22,144

)

 

 

 

(22,144

)

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

 

(608,154

)

 

 

 

(608,154

)

Balances at June 30, 2020

 

 

9,356,202

 

 

 

93,562

 

 

 

40,393,722

 

 

 

 

49,920

 

 

 

 

40,537,204

 

Stock-based compensation

 

 —

 

 

 —

 

 

 

35,283

 

 

 

 —

 

 

 

 

35,283

 

Net income

 

 —

 

 

 —

 

 

 —

 

 

 

 

337,124

 

 

 

 

337,124

 

Dividends

 

 —

 

 

 —

 

 

 —

 

 

 

 

(608,153

)

 

 

 

(608,153

)

Balances at September 30, 2020

 

 

9,356,202

 

 

$

93,562

 

 

$

40,429,005

 

 

 

$

(221,109

)

 

 

$

40,301,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to unaudited consolidated financial statements.

8


 

GLOBAL SELF STORAGE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

Net income (loss)

 

$

1,901,608

 

 

$

(41,444

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

1,221,938

 

 

 

1,527,901

 

Unrealized gain on marketable equity securities

 

 

(791,189

)

 

 

(27,402

)

Amortization of loan procurement costs

 

 

155,176

 

 

 

149,946

 

Stock-based compensation

 

 

140,274

 

 

 

99,762

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

321

 

 

 

95,006

 

Prepaid expenses and other assets

 

 

(158,656

)

 

 

(275,825

)

Accounts payable and accrued expenses

 

 

64,324

 

 

 

(310,392

)

Net cash provided by operating activities

 

 

2,533,796

 

 

 

1,217,552

 

Cash flows from investing activities

 

 

 

 

 

 

Improvements and equipment additions

 

 

(243,626

)

 

 

(194,787

)

Construction

 

 

 

 

(1,402,573

)

Net cash used in investing activities

 

 

(243,626

)

 

 

(1,597,360

)

Cash flows from financing activities

 

 

 

 

 

 

Issuance of common stock, net of expenses

 

 

6,184,684

 

 

 

Line of credit (repayment) borrowing, net

 

 

(5,144,000

)

 

 

230,000

 

Issuance costs on renewal of revolving line of credit

 

 

(231,926

)

 

 

Principal payments on note payable

 

 

(382,035

)

 

 

(366,378

)

Dividends paid

 

 

(1,913,512

)

 

 

(1,819,845

)

Net cash used in financing activities

 

 

(1,486,789

)

 

 

(1,956,223

)

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

803,381

 

 

 

(2,336,031

)

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

 

 

1,955,443

 

 

 

4,253,565

 

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

 

$

2,758,824

 

 

$

1,917,534

 

Supplemental cash flow and noncash information

 

 

 

 

 

 

Cash paid for interest

 

$

688,695

 

 

$

757,537

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

Dividends payable

 

$

2,079

 

 

$

2,930

 

 

See notes to unaudited consolidated financial statements.

9


 

GLOBAL SELF STORAGE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

1. ORGANIZATION

Global Self Storage, Inc. (the “Company,” “we,” “our,” “us”) is a self-administered and self-managed Maryland real estate investment trust (“REIT”) that owns, operates, manages, acquires, develops and redevelops self storage properties (“stores” or “properties”) in the United States. As of September 30, 2021, through its wholly owned subsidiaries, the Company owned and/or managed 13 self-storage properties in Connecticut, Illinois, Indiana, New York, Ohio, Pennsylvania, South Carolina, and Oklahoma. The Company operates primarily in one segment: rental operations.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

Upon deregistration as an investment company, effective January 19, 2016, 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 nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The consolidated balance sheet as of December 31, 2020 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, 2020.

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. Cash equivalents consists of money market fund shares and may include, among other things, highly liquid investments purchased with an original maturity of three months or less. 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 unaudited consolidated balance sheets to the total amount shown in our consolidated statements of cash flows:

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Cash and cash equivalents

 

$

2,527,319

 

 

$

1,614,771

 

Restricted cash

 

 

231,505

 

 

 

340,672

 

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

 

$

2,758,824

 

 

$

1,955,443

 

 

10


 

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 has elected to treat its corporate subsidiary, SSG TRS LLC, as a taxable REIT subsidiary (“TRS”). In general, the Company’s TRS may perform additional services for tenants and may engage in any real estate or non-real estate related business. A TRS is subject to federal corporate income tax.

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 (2017 – 2020), or is expected to be taken in the Company’s 2021 tax returns.

Marketable Equity Securities

Investments in equity securities that have readily determinable fair values are 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. 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.

 

Acquisition costs are accounted for in accordance with Accounting Standard Update ("ASU") No. 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business, which was adopted on January 1, 2018 and are generally capitalized for acquisitions that qualify as asset acquisitions. When properties are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. Allocations to land, building and improvements, and equipment are recorded based upon their respective fair values as estimated by management.

 

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases. This intangible is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the leases in place at acquired properties are at market rates, as the majority of the leases are month-to-month contracts.

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.

 

Derivative Financial Instruments

The Company carries all derivative financial instruments on the balance sheet at fair value. Fair value of derivatives is determined by reference to observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a

11


 

hedging relationship. The Company’s use of derivative instruments has been limited to an interest rate cap agreement. The fair values of derivative instruments are included in prepaid expenses and other assets in the accompanying balance sheets. For derivative instruments not designated as cash flow hedges, the unrealized gains and losses are included in interest expense in the accompanying statements of operations. For derivatives designated as cash flow hedges, the effective portion of the changes in the fair value of the derivatives is initially reported in accumulated other comprehensive income (loss) in the Company’s balance sheets and subsequently reclassified into earnings when the hedged transaction affects earnings. The valuation analysis of the interest rate cap reflects the contractual terms of derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses generally consist of property tax accruals, unearned rental income, and trade payables.

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 in accordance with ASC Topic 842, Leases. Promotional discounts reduce rental income over the promotional period. Ancillary revenues from sales of merchandise and tenant insurance and other income are recognized when earned.

The Company's management fees are earned subject to the terms of the related property management services agreements (“PSAs”). These PSAs provide that the Company will perform management services, which include leasing and operating the property and providing accounting, marketing, banking, maintenance and other services. These services are provided in exchange for monthly management fees, which are based on a percentage of revenues collected from stores owned by third parties. PSAs generally have original terms of three years, after which management services are provided on a month-to-month basis unless terminated. Management fees are due on the last day of each calendar month that management services are provided.

The Company accounts for the management services provided to a customer as a single performance obligation which are rendered over time each month in accordance with ASC Topic 606, Revenue from Contracts with Customers. The total amount of consideration from the contract is variable as it is based on monthly revenues, which are influenced by multiple factors, some of which are outside the Company's control. Therefore, the Company recognizes the revenue at the end of each month once the uncertainty is resolved. No disaggregated information relating to PSAs is presented as the Company currently has only one contract.

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. Cost of operations and general and administrative expense are expensed as incurred.

Evaluation of Asset Impairment

The Company evaluates its real estate assets and intangible assets consisting of in-place leases for indicators of impairment. If there are indicators of impairment and we determine that the 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.

The Company evaluates goodwill for impairment annually and whenever relevant events, circumstances, and other related factors indicate that fair value may be less that carrying amounts. If it is determined that the carrying amount of goodwill exceeds the amount that would be allocated to goodwill if the reporting unit were acquired for estimated fair value, an impairment charge is recorded. There were no indicators of impairment to goodwill, real estate assets, and intangible assets as of September 30, 2021, and no impairment charges were recorded during for any periods presented herein.

 

Stock-based Compensation
 

The measurement and recognition of compensation expense for all stock-based compensation awards to employees are based on estimated fair values. Awards granted are measured at fair value and any compensation expense is recognized over the service periods of each award. For awards granted which contain a graded vesting schedule and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. For awards granted for which vesting is subject to a performance condition, compensation cost is recognized over the requisite service period if and when the Company concludes it is probable that the performance condition will be achieved.

 

 

Loan Procurement Costs

 

12


 

Loan procurement costs, net are presented as a direct deduction from the carrying amount of the related debt liability and are amortized using the effective interest method. If there is not an associated debt liability recorded on the consolidated balance sheets, the costs are recorded as an asset net of accumulated amortization. Loan procurement costs associated with the Company's revolving credit facility remain in Line of credit issuance costs, net of amortization on the Company's consolidated balance sheets. The costs associated with the line of credit are amortized using the straight-line method over the estimated life of the related debt.

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.

Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848)." ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 

 

3. REAL ESTATE ASSETS

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

 

 

 

September 30, 2021

 

 

December 31, 2020

 

Land

 

$

6,122,065

 

 

$

6,122,065

 

Buildings, improvements, and equipment

 

 

60,561,544

 

 

 

60,317,918

 

Self storage properties

 

 

66,683,609

 

 

 

66,439,983

 

Less: Accumulated depreciation

 

 

(7,893,388

)

 

 

(6,671,450

)

Real estate assets, net

 

$

58,790,221

 

 

$

59,768,533

 

 

During 2020, the Company:

 

completed the conversion of certain commercially-leased space to all-climate-controlled units at McCordsville, IN which added approximately 13,713 leasable square feet to the property;

 

completed the expansion at Millbrook, NY which added approximately 11,800 of leasable square feet of all-climate-controlled units to the property; and

 

completed the expansion at West Henrietta, NY, which added approximately 7,300 leasable square feet of drive-up storage units to the property.

 

 

4. MARKETABLE EQUITY SECURITIES

Investments in marketable equity securities consisted of the following:

 

 

 

 

 

 

Gross Unrealized

 

 

 

 

September 30, 2021

 

Cost Basis

 

 

Gains

 

 

Losses

 

 

Value

 

Investment in marketable equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Common stocks

 

$

755,487

 

 

$

1,952,153

 

 

$

 

 

$

2,707,640

 

Total investment in marketable equity securities

 

$

755,487

 

 

$

1,952,153

 

 

$

 

 

$

2,707,640