SmartStop Self Storage REIT, Inc 8-K, filed Nov 5, 2025
SmartStop Self Storage REIT, Inc. (SMA)
About this 8-K
SmartStop Self Storage REIT, Inc filed this 8-K on November 5, 2025.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(IRS Employer Identification No.) |
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2025 SmartStop Self Storage REIT, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Current Report, including Exhibit 99.1 and information set forth therein, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. |
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99.1 |
SmartStop Self Storage REIT, Inc. Press Release, dated November 5, 2025 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SMARTSTOP SELF STORAGE REIT, Inc. |
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Date: November 5, 2025 |
By: |
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/s/ James R. Barry |
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James R. Barry |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
November 5, 2025
SmartStop Self Storage REIT, Inc. Reports Third Quarter 2025 Results
LADERA RANCH, CA – November 5, 2025 – SmartStop Self Storage REIT, Inc. (“SmartStop” or “the Company”), a self-managed and fully-integrated self storage company, announced its overall results for the three and nine months ended September 30, 2025.
“We have accomplished a tremendous amount in our short time as a publicly traded company,” said H. Michael Schwartz, Chairman and Chief Executive Officer of SmartStop. “In the third quarter, we continued to successfully execute on the business plan we laid out on our public offering road show, highlighted by a CAD $200 million Maple Bond offering, nearly $90 million of high quality on-balance sheet acquisitions, and a transformative agreement to acquire Argus Professional Storage Management, accretively launching SmartStop into the third-party management business.”
“We are encouraged by the sector’s stabilization following years of elevated new supply,” continued Mr. Schwartz. “However, the storage market undoubtedly remains choppy month-to-month, as customer demand ebbs and flows. Despite the choppiness, we delivered solid third quarter same-store results with average occupancy of 92.6% and sector leading revenue growth of 2.5%. We continue to be able to capture demand through our technology-driven North American platform. As sector fundamentals continue to stabilize, our accomplishments over the past seven months position SmartStop to achieve solid forward growth and to take advantage of an improving self-storage landscape.”
Three Months Ended September 30, 2025 Financial Highlights:
Nine Months Ended September 30, 2025 Financial Highlights:
Financing Activities
On September 24, 2025, we, as guarantor, and the Operating Partnership, as issuer, completed the sale on a private placement basis, an aggregate principal amount of $200 million CAD senior unsecured notes (the "2030 Canadian Notes"), which 2030 Canadian Notes incur interest only at a fixed rate of 3.89% and become due on September 24, 2030. The 2030 Canadian Notes bear interest at a rate of approximately 3.89% per annum, payable semiannually on September 24 and March 24 in each year, beginning on March 24, 2026, until maturity. The 2030 Canadian Notes were rated BBB (Stable) by Morningstar DBRS, and proceeds from the 2030 Canadian Notes were used to paydown existing borrowings on the Credit Facility.
On October 31, 2025, ten of our joint ventures with SmartCentres closed on a $160 million CAD term loan (the “RBC JV Term Loan III”) with RBC pursuant to which ten of our joint venture subsidiaries that each own 50% of a Joint Venture property serve as borrowers (the “RBC Borrowers III”). The RBC JV Term Loan III is secured by first mortgages on ten of the Canadian JV Properties, most of which were previously encumbered by either the RBC JV Term Loan, the RBC JV Term Loan II or the SmartCentres Financings . The RBC JV Term Loan III matures on November 1, 2030, which may be extended by one additional year, subject to certain terms. Interest on the RBC JV Term Loan III is fixed at an annual rate of 3.87%, and monthly payments include interest and principal, amortized on a 30 year basis until maturity. Proceeds from the RBC JV Term Loan III were used to fully pay down the outstanding principal and accrued interest on the RBC JV Term Loan, the RBC JV Term Loan II, and the SmartCentres Financing. We serve as a recourse guarantor with respect to $80 million CAD of the obligations under the RBC JV Term Loan III.
External Growth
On August 12, 2025, we invested approximately $1.2 million USD into a newly formed SmartCentres joint venture, which acquired a parcel of land in Alberta, Canada. The joint venture plans to develop the land into a self storage property. On August 26, 2025, we purchased a portfolio of five self storage facilities located in Alberta, Canada. The combined purchase price for these five properties was approximately $97.4 million CAD or approximately $70.3 million USD, plus closing costs. This acquisition was funded with proceeds drawn from the Credit Facility. On September 3, 2025, we purchased a self storage facility located in Rahway, New Jersey (the "Rahway Property"). The purchase price for the Rahway Property was approximately $15.3 million, plus closing costs. This acquisition was funded with proceeds drawn from the Credit Facility.
Subsequent to quarter end, we purchased a self storage facility located in the Orlando, Florida MSA (the "Winter Garden Property"). The purchase price for the Winter Garden Property was approximately $15.3 million, plus closing costs. This acquisition was funded with proceeds drawn from the Credit Facility.
2
Third Party Management
Subsequent to quarter end, pursuant to a contribution agreement (the “Contribution Agreement”), we acquired Argus Professional Storage Management, LLC (“Argus”). Under the terms of the Contribution Agreement, total upfront consideration provided in the transaction was approximately $21.1 million, composed of $8.5 million in cash and 328,343 units of limited partnership interests (“OP Units”) in our Operating Partnership. In addition, the Contribution Agreement includes a potential earnout of up to an additional $11.0 million based on revenues generated during fiscal year 2028, with 75% payable in cash and 25% being payable in OP Units. After the acquisition of Argus, we own or manage over 460 self-storage properties in North America.
Managed REIT Platform Update
SmartStop, through an indirect subsidiary, serves as the sponsor of Strategic Storage Growth Trust III, Inc. (“SSGT III”), Strategic Storage Trust VI, Inc. (“SST VI”), and Strategic Storage Trust X (“SST X” and together with SSGT III and SST VI, the “Managed REITs”). SmartStop receives asset management fees, property management fees, acquisition fees, and other fees, as applicable and receives substantially all of the tenant protection program revenue earned by the Managed REITs, which had a combined portfolio of 48 operating properties and approximately 38,600 units and 4.2 million rentable square feet at quarter end. Assets under management for the Managed REITs was approximately $972.1 million at quarter end. SmartStop also manages one additional property, not owned by the Managed REITs.
Other
During the quarter, a tenant renting industrial space at one of our non-same store properties unexpectedly defaulted on their lease and vacated the space. This tenant accounted for approximately $0.7 million of net operating income in the trailing twelve months ending June 30, 2025. We are in the process of finding a replacement tenant while simultaneously evaluating a redevelopment of the space into traditional self storage. We believe the impact to our FFO, as adjusted per share and OP unit outstanding to be approximately $0.007 for the full year 2025.
During the quarter, we recorded approximately $0.8 million of additional equity based compensation expense in general and administrative expense from the expectation that the performance-based LTIP Units issued in 2023 will vest at 200% of target. These units are tied to our same-store operating performance relative to our peer group. Our previous guidance for general and administrative expenses, issued in August 2025, did not contemplate the recognition of this expense on the midpoint for the full year 2025. We believe the impact to our FFO, as adjusted per share and OP unit outstanding to be approximately $0.016 for the full year 2025.
New York Preferred Investment
On October 31, 2025, we, through our TRS, invested approximately $4.8 million in an unaffiliated entity to facilitate its purchase of five self storage properties and one retail property in the state of New York (the “NY Preferred Investment”). Our investment was structured as preferred equity, carrying a 10.0% distribution rate. We will receive a 1.0% investment fee for all amounts invested, and a redemption fee of 1.0% for any amounts redeemed, unless redeemed within the first 90 days following the closing. We hold customary preferred equity rights and protections, and we have the right to call the NY Preferred Investment amounts after five years. The investment was utilized to purchase five self storage properties, all of which have us serving as property manager.
Declared Distributions
On August 28, 2025, our board of directors approved a distribution amount for the month of September 2025 such that all holders of our outstanding common stock for the month of September, inclusive of our Class A, Class T and unclassified shares of Common Stock, received a distribution equal to $0.1315 per share. The September 2025 distribution payable to each stockholder of record at the end of September was paid on October 15, 2025.
On September 26, 2025, our board of directors approved a distribution amount for the month of October 2025 such that all holders of our outstanding common stock for the month of October will receive a distribution equal to $0.1359 per share. The October 2025 distribution payable to each stockholder of record at the end of October will be paid on or about November 14, 2025.
3
Webcast & Conference Call
Management will host a conference call and webcast to discuss the results on Thursday, November 6, 2025, at 1:00 p.m. Eastern Standard Time. During the call, company officers will review operating performance, discuss recent events, and conduct a question-and-answer period. The question-and-answer period will be limited to registered financial analysts. All other participants will have listen-only capability.
A live webcast of the call will be available in the Investor Relations section of the Company’s website at investors.smartstopselfstorage.com. To access the live webcast, participants are encouraged to visit the site at least 15 minutes before the start time to register and download any necessary software.
Contact:
David Corak
SVP of Corporate Finance & Strategy
SmartStop Self Storage REIT, Inc.
investors.smartstopselfstorage.com
ir@smartstop.com
4
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
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September 30, |
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December 31, |
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ASSETS |
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Real estate facilities: |
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Land |
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$ |
538,799 |
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$ |
480,539 |
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Buildings |
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1,769,744 |
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1,516,095 |
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Site improvements |
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101,637 |
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94,562 |
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2,410,180 |
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2,091,196 |
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Accumulated depreciation |
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(349,789 |
) |
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(305,132 |
) |
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2,060,391 |
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1,786,064 |
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Construction in process |
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7,747 |
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9,503 |
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Real estate facilities, net |
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2,068,138 |
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1,795,567 |
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Cash and cash equivalents |
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47,806 |
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23,112 |
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Restricted cash |
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6,406 |
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|
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6,189 |
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Investments in unconsolidated real estate ventures |
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41,896 |
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38,797 |
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Investments in and advances to Managed REITs |
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110,624 |
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57,722 |
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Deferred tax assets |
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4,437 |
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4,310 |
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Other assets, net |
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25,263 |
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33,538 |
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Intangible assets, net of accumulated amortization |
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13,340 |
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6,766 |
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Trademarks, net of accumulated amortization |
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15,700 |
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15,700 |
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Goodwill |
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53,643 |
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53,643 |
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Debt issuance costs, net of accumulated amortization |
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4,026 |
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6,723 |
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Total assets |
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$ |
2,391,279 |
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$ |
2,042,067 |
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LIABILITIES, TEMPORARY EQUITY, AND EQUITY |
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Debt, net |
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$ |
1,041,661 |
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$ |
1,317,435 |
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Accounts payable and accrued liabilities |
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45,325 |
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38,113 |
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Due to affiliates |
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12 |
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|
362 |
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Distributions payable |
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8,559 |
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|
9,257 |
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Deferred tax liabilities |
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6,492 |
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|
|
5,954 |
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Total liabilities |
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1,102,049 |
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1,371,121 |
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Commitments and contingencies |
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|
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Redeemable common stock |
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— |
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62,042 |
|
Preferred stock, $0.001 par value; 50,000,000 and 200,000,000 shares authorized |
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|
|
|
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|
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Series A Convertible Preferred Stock, $0.001 par value; 0 and 200,000 shares authorized at |
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— |
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196,356 |
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Equity: |
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SmartStop Self Storage REIT, Inc.: |
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Common Stock, $0.001 par value; 141,250,000 shares and 0 shares authorized at September 30, 2025 |
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31 |
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— |
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Class A Common Stock, $0.001 par value; 31,250,000 shares and 350,000,000 shares authorized |
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22 |
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89 |
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Class T Common Stock, $0.001 par value; 2,500,000 shares and 350,000,000 shares authorized |
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2 |
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8 |
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Additional paid-in capital |
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1,839,823 |
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|
|
895,118 |
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Distributions |
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|
(440,850 |
) |
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|
(382,160 |
) |
Accumulated deficit |
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(197,189 |
) |
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(185,649 |
) |
Accumulated other comprehensive income (loss) |
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268 |
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|
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(1,708 |
) |
Total SmartStop Self Storage REIT, Inc. equity |
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1,202,107 |
|
|
|
325,698 |
|
Noncontrolling interests in our Operating Partnership |
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|
87,123 |
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86,470 |
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Other noncontrolling interests |
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— |
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|
380 |
|
Total noncontrolling interests |
|
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87,123 |
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|
86,850 |
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Total equity |
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1,289,230 |
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|
412,548 |
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Total liabilities, temporary equity and equity |
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$ |
2,391,279 |
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$ |
2,042,067 |
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5
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Amounts in thousands, except share and per share data)
|
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues: |
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Self storage rental revenue |
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$ |
61,768 |
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$ |
52,921 |
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$ |
176,509 |
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$ |
156,050 |
|
Ancillary operating revenue |
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|
2,825 |
|
|
|
2,457 |
|
|
|
8,161 |
|
|
|
6,973 |
|
Managed REIT Platform revenues |
|
|
3,841 |
|
|
|
2,923 |
|
|
|
11,990 |
|
|
|
8,328 |
|
Reimbursable costs from Managed REITs |
|
|
1,995 |
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|
|
1,856 |
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|
|
6,035 |
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|
|
5,011 |
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Total revenues |
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70,429 |
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60,157 |
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|
202,695 |
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176,362 |
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Operating expenses: |
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Property operating expenses |
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23,491 |
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18,249 |
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|
65,628 |
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|
53,334 |
|
Managed REIT Platform expenses |
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|
2,074 |
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|
|
1,053 |
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|
|
6,559 |
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|
|
2,552 |
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Reimbursable costs from Managed REITs |
|
|
1,995 |
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|
|
1,856 |
|
|
|
6,035 |
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|
|
5,011 |
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General and administrative |
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10,435 |
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|
7,210 |
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|
|
29,980 |
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|
|
22,449 |
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Depreciation |
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|
16,274 |
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|
|
13,836 |
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|
|
46,741 |
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|
|
41,057 |
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Intangible amortization expense |
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|
2,904 |
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|
|
215 |
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|
6,431 |
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|
|
461 |
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Acquisition expenses |
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|
480 |
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|
|
38 |
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|
|
1,042 |
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|
|
121 |
|
Total operating expenses |
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57,653 |
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|
|
42,457 |
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|
|
162,416 |
|
|
|
124,985 |
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Income from operations |
|
|
12,776 |
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|
|
17,700 |
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|
|
40,279 |
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|
|
51,377 |
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Other income (expense): |
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|
|
|
|
|
|
|
|
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||||
Equity in earnings (losses) from |
|
|
(47 |
) |
|
|
(380 |
) |
|
|
(408 |
) |
|
|
(1,068 |
) |
Equity in earnings (losses) from |
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|
(248 |
) |
|
|
(248 |
) |
|
|
(620 |
) |
|
|
(957 |
) |
Other, net |
|
|
4,667 |
|
|
|
(1,981 |
) |
|
|
3,703 |
|
|
|
(2,949 |
) |
Interest income |
|
|
1,536 |
|
|
|
1,023 |
|
|
|
2,984 |
|
|
|
2,375 |
|
Interest expense |
|
|
(12,521 |
) |
|
|
(19,102 |
) |
|
|
(46,573 |
) |
|
|
(52,949 |
) |
Loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
(2,533 |
) |
|
|
(471 |
) |
Income tax expense |
|
|
(615 |
) |
|
|
(404 |
) |
|
|
(1,538 |
) |
|
|
(1,093 |
) |
Net income (loss) |
|
|
5,548 |
|
|
|
(3,392 |
) |
|
|
(4,706 |
) |
|
|
(5,735 |
) |
Net (income) loss attributable to |
|
|
(321 |
) |
|
|
314 |
|
|
|
377 |
|
|
|
405 |
|
Less: Distributions to preferred stockholders |
|
|
— |
|
|
|
(3,142 |
) |
|
|
(3,567 |
) |
|
|
(9,358 |
) |
Less: Accretion - preferred equity costs |
|
|
— |
|
|
|
— |
|
|
|
(3,644 |
) |
|
|
— |
|
Net income (loss) attributable to |
|
$ |
5,227 |
|
|
$ |
(6,220 |
) |
|
$ |
(11,540 |
) |
|
$ |
(14,688 |
) |
Net income (loss) per Common Stock, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.09 |
|
|
$ |
(0.26 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.62 |
) |
Diluted |
|
$ |
0.09 |
|
|
$ |
(0.26 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.62 |
) |
Weighted average Common Stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
31,050,000 |
|
|
|
— |
|
|
|
20,586,264 |
|
|
|
— |
|
Diluted |
|
|
31,050,000 |
|
|
|
— |
|
|
|
20,586,264 |
|
|
|
— |
|
Weighted average Class A Common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
22,004,477 |
|
|
|
22,086,796 |
|
|
|
21,996,871 |
|
|
|
22,142,691 |
|
Diluted |
|
|
22,252,179 |
|
|
|
22,086,796 |
|
|
|
21,996,871 |
|
|
|
22,142,691 |
|
Weighted average Class T Common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
2,043,484 |
|
|
|
2,032,451 |
|
|
|
2,042,815 |
|
|
|
2,030,828 |
|
Diluted |
|
|
2,043,484 |
|
|
|
2,032,451 |
|
|
|
2,042,815 |
|
|
|
2,030,828 |
|
6
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES NON-GAAP MEASURE –
COMPUTATION OF FUNDS FROM OPERATIONS, AS ADJUSTED
(UNAUDITED)
(Amounts in thousands)
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
5,227 |
|
|
$ |
(6,220 |
) |
|
$ |
(11,540 |
) |
|
$ |
(14,688 |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of real estate |
|
|
15,978 |
|
|
|
13,526 |
|
|
|
45,712 |
|
|
|
40,189 |
|
Amortization of real estate related intangible assets |
|
|
2,881 |
|
|
|
178 |
|
|
|
6,362 |
|
|
|
278 |
|
Depreciation and amortization of real estate and |
|
|
768 |
|
|
|
719 |
|
|
|
2,205 |
|
|
|
1,914 |
|
Deduct: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustment for noncontrolling interests |
|
|
(1,136 |
) |
|
|
(1,739 |
) |
|
|
(4,220 |
) |
|
|
(5,086 |
) |
FFO (attributable to common stockholders) |
|
$ |
23,718 |
|
|
$ |
6,464 |
|
|
$ |
38,519 |
|
|
$ |
22,607 |
|
Other Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intangible amortization expense - contracts (2) |
|
|
24 |
|
|
|
37 |
|
|
|
70 |
|
|
|
183 |
|
Acquisition expenses (3) |
|
|
480 |
|
|
|
38 |
|
|
|
1,042 |
|
|
|
121 |
|
Acquisition expenses and foreign currency |
|
|
87 |
|
|
|
(27 |
) |
|
|
161 |
|
|
|
42 |
|
Accretion of fair market value of secured debt |
|
|
176 |
|
|
|
— |
|
|
|
544 |
|
|
|
80 |
|
Foreign currency and interest rate derivative |
|
|
(4,729 |
) |
|
|
1,671 |
|
|
|
(2,945 |
) |
|
|
2,308 |
|
Transactional expenses (5) |
|
|
— |
|
|
|
— |
|
|
|
2,422 |
|
|
|
330 |
|
IPO Grant (6) |
|
|
4,430 |
|
|
|
— |
|
|
|
8,736 |
|
|
|
— |
|
Adjustment of deferred tax assets and liabilities (2) |
|
|
441 |
|
|
|
282 |
|
|
|
883 |
|
|
|
602 |
|
Sponsor funding reduction (7) |
|
|
272 |
|
|
|
218 |
|
|
|
779 |
|
|
|
598 |
|
Amortization of debt issuance costs (2) |
|
|
1,100 |
|
|
|
1,202 |
|
|
|
3,089 |
|
|
|
2,975 |
|
Loss due to hurricane |
|
|
— |
|
|
|
500 |
|
|
|
— |
|
|
|
500 |
|
Net loss on extinguishment of debt (8) |
|
|
— |
|
|
|
— |
|
|
|
2,533 |
|
|
|
471 |
|
Accretion - preferred equity costs |
|
|
— |
|
|
|
— |
|
|
|
3,644 |
|
|
|
— |
|
Adjustment for noncontrolling interests |
|
|
(132 |
) |
|
|
(473 |
) |
|
|
(1,423 |
) |
|
|
(987 |
) |
FFO, as adjusted (attributable to common |
|
$ |
25,867 |
|
|
$ |
9,912 |
|
|
$ |
58,054 |
|
|
$ |
29,830 |
|
FFO (attributable to common stockholders) |
|
$ |
23,718 |
|
|
$ |
6,464 |
|
|
$ |
38,519 |
|
|
$ |
22,607 |
|
Net income (loss) attributable to the noncontrolling |
|
|
321 |
|
|
|
(422 |
) |
|
|
(682 |
) |
|
|
(729 |
) |
Adjustment for noncontrolling interests |
|
|
1,136 |
|
|
|
1,739 |
|
|
|
4,220 |
|
|
|
5,086 |
|
FFO (attributable to common stockholders and |
|
$ |
25,175 |
|
|
$ |
7,781 |
|
|
$ |
42,057 |
|
|
$ |
26,964 |
|
FFO, as adjusted (attributable to common stockholders) |
|
$ |
25,867 |
|
|
$ |
9,912 |
|
|
$ |
58,054 |
|
|
$ |
29,830 |
|
Net income (loss) attributable to the noncontrolling |
|
|
321 |
|
|
|
(422 |
) |
|
|
(682 |
) |
|
|
(729 |
) |
Adjustment for noncontrolling interests |
|
|
1,268 |
|
|
|
2,212 |
|
|
|
5,643 |
|
|
|
6,073 |
|
FFO, as adjusted (attributable to common |
|
$ |
27,456 |
|
|
$ |
11,702 |
|
|
$ |
63,015 |
|
|
$ |
35,174 |
|
7
(1) This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to our noncontrolling interests in our Operating Partnership.
(2) These items represent the amortization, accretion, or adjustment of intangible assets, debt issuance costs, or deferred tax assets and liabilities.
(3) This represents acquisition expenses associated with investments in real estate that were incurred prior to the acquisitions becoming probable and therefore not capitalized in accordance with our capitalization policy.
(4) This represents the mark-to-market adjustment for certain of our derivative instruments not designated for hedge accounting and the ineffective portion of the change in fair value of derivatives recognized in earnings. Changes in foreign currency related to our foreign equity investments not classified as long term under GAAP are also included in this adjustment. There was no adjustment during the nine months ended September 30, 2025 for the approximately $0.5 million of income received during the period related to the short term forward entered into and settled in the period to hedge interest rate movements related to the 2028 Canadian Notes. Changes in foreign currency related to our foreign equity investments not classified as long term are included in this adjustment.
(5) Such costs incurred for the nine months ended September 30, 2025 primarily included: i) approximately $1.0 million related to our Underwritten Public Offering, but were not directly attributable thereto, and were therefore included in general and administrative expenses in our consolidated statements of operations; ii) approximately $1.2 million of termination costs related to our Former Dealer Manager; and iii) approximately $0.6 million of professional fees related to the calculation of our estimated net asset value, which we will no longer incur, given the listing of our common stock and other similar minor amounts. Such costs in 2024 relate to our filing of a registration statement on Form S-11 and our pursuit of a potential offering of our common stock. As these items are non-recurring and not a primary driver in our decision-making process, FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.
(6) The amounts adjusted for in the table above relate to the stock compensation expense and related employer tax liabilities recorded related to the equity grants issued in connection with the Underwritten Public Offering. FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.
(7) Pursuant to the Sponsor Funding Agreement, SmartStop funded certain costs of SST VI's share sales, and in return
receives Series C Units in Strategic Storage Operating Partnership VI, L.P. The excess of the funding over the value of the Series C Units received is accounted for as a reduction of Managed REIT Platform revenues from SST VI over the remaining estimated term of the management contracts with SST VI. See Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements. FFO is adjusted for its effect to arrive at FFO, as adjusted, as a means of determining a comparable sustainable operating performance metric.
(8) The net loss associated with the extinguishment of debt includes prepayment penalties, defeasance costs, the write-off of unamortized deferred financing fees, and other fees incurred.
8
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
NON-GAAP MEASURE – COMPUTATION OF FUNDS FROM OPERATIONS, AS ADJUSTED ATTRIBUTABLE TO COMMON STOCKHOLDERS AND OP UNITS OUTSTANDING – DILUTED
(UNAUDITED)
(Amounts in thousands, except share and per share data)
The following is a reconciliation of FFO and FFO, as adjusted (attributable to common stockholders), to FFO and FFO, as adjusted (attributable to common stockholders and OP unit holders), for each of the periods presented below:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
FFO (attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FFO (attributable to common stockholders) |
|
$ |
23,718 |
|
|
$ |
6,464 |
|
|
$ |
38,519 |
|
|
$ |
22,607 |
|
Net income (loss) attributable to the noncontrolling |
|
|
321 |
|
|
|
(422 |
) |
|
|
(682 |
) |
|
|
(729 |
) |
Adjustment for noncontrolling interests |
|
|
1,136 |
|
|
|
1,739 |
|
|
|
4,220 |
|
|
|
5,086 |
|
FFO (attributable to common stockholders |
|
$ |
25,175 |
|
|
$ |
7,781 |
|
|
$ |
42,057 |
|
|
$ |
26,964 |
|
FFO, as adjusted (attributable to common |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FFO, as adjusted (attributable to common |
|
$ |
25,867 |
|
|
$ |
9,912 |
|
|
$ |
58,054 |
|
|
$ |
29,830 |
|
Net income (loss) attributable to the noncontrolling |
|
|
321 |
|
|
|
(422 |
) |
|
|
(682 |
) |
|
$ |
(729 |
) |
Adjustment for noncontrolling interests |
|
|
1,268 |
|
|
|
2,212 |
|
|
|
5,643 |
|
|
|
6,073 |
|
FFO, as adjusted (attributable to common |
|
$ |
27,456 |
|
|
$ |
11,702 |
|
|
$ |
63,015 |
|
|
$ |
35,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average Common Stock, |
|
|
55,097,961 |
|
|
|
24,119,247 |
|
|
|
44,625,950 |
|
|
|
24,173,519 |
|
Weighted average OP units outstanding |
|
|
3,407,954 |
|
|
|
3,311,340 |
|
|
|
3,391,728 |
|
|
|
3,300,315 |
|
Weighted average other dilutive securities |
|
|
400,789 |
|
|
|
108,460 |
|
|
|
245,115 |
|
|
|
94,753 |
|
Weighted average shares & OP units |
|
|
58,906,704 |
|
|
|
27,539,047 |
|
|
|
48,262,793 |
|
|
|
27,568,587 |
|
FFO, as adjusted per share & OP unit |
|
$ |
0.47 |
|
|
$ |
0.42 |
|
|
$ |
1.31 |
|
|
$ |
1.28 |
|
(1) This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to our noncontrolling interests.
(2) Includes all Common Stock, Class A Shares, Class T Shares and OP Units, as well as the dilutive effect on FFO and FFO, as adjusted of both unvested restricted stock and long term incentive plan units (both time-based units and performance based-units), and is calculated using the two-class, treasury stock or if-converted method, as applicable. The outstanding convertible preferred stock was excluded for the periods it was outstanding, as the conversion of such shares was antidilutive to FFO and FFO, as adjusted.
9
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
COMPUTATION OF SAME-STORE OPERATING RESULTS
(UNAUDITED)
Same-Store Facility Results - three months ended September 30, 2025 and 2024
The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2024, excluding four other properties) for the three months ended September 30, 2025 and 2024. We consider the following data to be meaningful as this allows generally for the comparison of results without the effects of acquisition, dispositions, development activity, properties impacted by casualty events, lease up properties or similar other such factors (in thousands unless otherwise noted).
|
|
Same-Store Facilities |
|
|
Non Same-Store Facilities |
|
Total |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
% |
|
2025 |
|
|
2024 |
|
|
% |
|
||||||||
Revenue (1) |
|
$ |
52,623 |
|
|
$ |
51,342 |
|
|
|
2.5 |
% |
|
$ |
9,476 |
|
|
$ |
1,861 |
|
|
N/M |
|
$ |
62,099 |
|
|
$ |
53,203 |
|
|
|
16.7 |
% |
Property |
|
|
17,470 |
|
|
|
16,715 |
|
|
|
4.5 |
% |
|
|
3,881 |
|
|
|
924 |
|
|
N/M |
|
|
21,351 |
|
|
|
17,639 |
|
|
|
21.0 |
% |
Net operating |
|
$ |
35,153 |
|
|
$ |
34,627 |
|
|
|
1.5 |
% |
|
$ |
5,595 |
|
|
$ |
937 |
|
|
N/M |
|
$ |
40,748 |
|
|
$ |
35,564 |
|
|
|
14.6 |
% |
Number of |
|
|
149 |
|
|
|
149 |
|
|
|
|
|
|
28 |
|
|
|
8 |
|
|
|
|
|
177 |
|
|
|
157 |
|
|
|
|
||
Rentable |
|
|
11,563,400 |
|
|
|
11,526,700 |
|
|
|
|
|
|
2,325,575 |
|
|
|
707,100 |
|
|
|
|
|
13,888,975 |
|
|
|
12,233,800 |
|
|
|
|
||
Average |
|
|
92.6 |
% |
|
|
92.2 |
% |
|
|
0.4 |
% |
|
|
87.7 |
% |
|
N/M |
|
|
N/M |
|
|
91.8 |
% |
|
|
91.8 |
% |
|
|
00.0 |
% |
|
Annualized |
|
$ |
20.35 |
|
|
$ |
20.21 |
|
|
|
0.7 |
% |
|
$ |
22.10 |
|
|
N/M |
|
|
N/M |
|
$ |
20.61 |
|
|
$ |
20.04 |
|
|
|
2.8 |
% |
|
N/M Not meaningful
10
Our same-store revenue increased by approximately $1.3 million, or approximately 2.5%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to an approximately 0.4% increase in average occupancy, an approximately 0.7% increase in annualized rent per occupied square foot, and an increase in administrative and late fees. Property operating expenses increased by approximately 4.5%, primarily attributable to increased property taxes and payroll costs.
Net operating income, or NOI, is a non-GAAP measure that we define as net income (loss), computed in accordance with GAAP, generated from properties before corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization, acquisition expenses, tenant protection economics, stock compensation related to our IPO Grant and other non-property related income and expense. We believe that NOI is useful for investors as it provides a measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the ongoing operation of the properties. Additionally, we believe that NOI (sometimes referred to as property operating income) is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. In addition, NOI is not a substitute for net income (loss), cash flows from operations, or other related financial measures, in evaluating our operating performance.
The following table presents a reconciliation of net income (loss) as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands):
|
|
For the Three Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net loss |
|
$ |
5,548 |
|
|
$ |
(3,392 |
) |
Adjusted to exclude: |
|
|
|
|
|
|
||
Tenant Protection Program revenue(1) |
|
|
(2,494 |
) |
|
|
(2,175 |
) |
Tenant Protection Program |
|
|
261 |
|
|
|
610 |
|
IPO Grant (2) |
|
|
1,879 |
|
|
|
— |
|
Managed REIT Platform revenues |
|
|
(3,841 |
) |
|
|
(2,923 |
) |
Managed REIT Platform expenses |
|
|
2,074 |
|
|
|
1,053 |
|
General and administrative |
|
|
10,435 |
|
|
|
7,210 |
|
Depreciation |
|
|
16,274 |
|
|
|
13,836 |
|
Intangible amortization expense |
|
|
2,904 |
|
|
|
215 |
|
Acquisition expenses |
|
|
480 |
|
|
|
38 |
|
Interest expense |
|
|
12,521 |
|
|
|
19,102 |
|
Interest income |
|
|
(1,536 |
) |
|
|
(1,023 |
) |
Other, net |
|
|
(4,667 |
) |
|
|
1,981 |
|
Earnings from our equity method |
|
|
47 |
|
|
|
380 |
|
Earnings from our equity method |
|
|
248 |
|
|
|
248 |
|
Income tax expense |
|
|
615 |
|
|
|
404 |
|
Total net operating income |
|
$ |
40,748 |
|
|
$ |
35,564 |
|
(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $2.1 million and $2.0 million of Tenant Protection Program revenue was earned at same-store facilities during the three months ended September 30, 2025 and 2024, respectively, with the remaining approximately $0.4
11
million and $0.1 million earned at non same-store facilities during the three months ended September 30, 2025 and 2024, respectively.
(2) Stock compensation and related expense herein only includes such expense related to the Underwritten Public Offering (the "IPO Grant") which is included in property operating expense.
Same-Store Facility Results - nine months ended September 30, 2025 and 2024
The following table sets forth operating data for our same-store facilities (stabilized and comparable properties that have been included in the consolidated results of operations since January 1, 2024, excluding four other properties) for the nine months ended September 30, 2025 and 2024. We consider the following data to be meaningful as this allows generally for the comparison of results without the effects of acquisition, dispositions, development activity, properties impacted by casualty events, lease up properties or similar other such factors (in thousands unless otherwise noted).
|
|
Same-Store Facilities |
|
|
Non Same-Store Facilities |
|
Total |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
% |
|
2025 |
|
|
2024 |
|
|
% |
|
||||||||
Revenue (1) |
|
$ |
155,377 |
|
|
$ |
152,288 |
|
|
|
2.0 |
% |
|
$ |
22,085 |
|
|
$ |
4,584 |
|
|
N/M |
|
$ |
177,462 |
|
|
$ |
156,872 |
|
|
|
13.1 |
% |
Property operating |
|
|
52,179 |
|
|
|
49,981 |
|
|
|
4.4 |
% |
|
|
9,314 |
|
|
|
2,487 |
|
|
N/M |
|
|
61,493 |
|
|
|
52,468 |
|
|
|
17.2 |
% |
Net operating |
|
$ |
103,198 |
|
|
$ |
102,307 |
|
|
|
0.9 |
% |
|
$ |
12,771 |
|
|
$ |
2,097 |
|
|
N/M |
|
$ |
115,969 |
|
|
$ |
104,404 |
|
|
|
11.1 |
% |
Number of |
|
|
149 |
|
|
|
149 |
|
|
|
|
|
|
28 |
|
|
|
8 |
|
|
|
|
|
177 |
|
|
|
157 |
|
|
|
|
||
Rentable square |
|
|
11,563,400 |
|
|
|
11,526,700 |
|
|
|
|
|
|
2,325,575 |
|
|
|
707,100 |
|
|
|
|
|
13,888,975 |
|
|
|
12,233,800 |
|
|
|
|
||
Average physical |
|
|
92.6 |
% |
|
|
92.2 |
% |
|
|
0.4 |
% |
|
|
88.2 |
% |
|
N/M |
|
|
N/M |
|
|
92.1 |
% |
|
|
91.7 |
% |
|
|
0.4 |
% |
|
Annualized rent |
|
$ |
20.03 |
|
|
$ |
19.92 |
|
|
|
0.6 |
% |
|
$ |
21.40 |
|
|
N/M |
|
|
N/M |
|
$ |
20.19 |
|
|
$ |
19.82 |
|
|
|
1.9 |
% |
|
N/M Not meaningful
12
Our same-store revenue increased by approximately $3.1 million, or approximately 2.0%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to an approximately 0.4% increase in average occupancy, an approximately 0.6% increase in annualized rent per occupied square foot and increased administrative and late fees. Property operating expenses increased by approximately 4.4%, primarily attributable to increased property taxes and payroll costs.
The following table presents a reconciliation of net income (loss) as presented on our consolidated statements of operations to net operating income, as stated above, for the periods indicated (in thousands):
|
|
For the Nine Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net loss |
|
$ |
(4,706 |
) |
|
$ |
(5,735 |
) |
Adjusted to exclude: |
|
|
|
|
|
|
||
Tenant Protection Program revenue(1) |
|
|
(7,208 |
) |
|
|
(6,152 |
) |
Tenant Protection Program |
|
|
551 |
|
|
|
867 |
|
IPO Grant (2) |
|
|
3,584 |
|
|
|
— |
|
Managed REIT Platform revenues |
|
|
(11,990 |
) |
|
|
(8,328 |
) |
Managed REIT Platform expenses |
|
|
6,559 |
|
|
|
2,552 |
|
General and administrative |
|
|
29,980 |
|
|
|
22,449 |
|
Depreciation |
|
|
46,741 |
|
|
|
41,057 |
|
Intangible amortization expense |
|
|
6,431 |
|
|
|
461 |
|
Acquisition expenses |
|
|
1,042 |
|
|
|
121 |
|
Interest expense |
|
|
46,573 |
|
|
|
52,949 |
|
Interest income |
|
|
(2,984 |
) |
|
|
(2,375 |
) |
Other, net |
|
|
(3,703 |
) |
|
|
2,949 |
|
Earnings from our equity method |
|
|
408 |
|
|
|
1,068 |
|
Earnings from our equity method |
|
|
620 |
|
|
|
957 |
|
Loss on debt extinguishment |
|
|
2,533 |
|
|
|
471 |
|
Income tax expense |
|
|
1,538 |
|
|
|
1,093 |
|
Total net operating income |
|
$ |
115,969 |
|
|
$ |
104,404 |
|
(1) Included within ancillary operating revenue within our consolidated statements of operations, approximately $6.2 million and $5.8 million of Tenant Protection Program revenue was earned at same-store facilities during the nine months ended September 30, 2025 and 2024, respectively, with the remaining approximately $1.0 million and $0.3 million earned at non same-store facilities during the nine months ended September 30, 2025 and 2024, respectively.
(2) Stock compensation and related expense herein only includes such expense related to the Underwritten Public Offering (the "IPO Grant") which is included in property operating expense.
13
The following tables present a reconciliation of same-store as reported net operating income to same-store constant currency net operating income (dollars in thousands):
|
Three Month Ended September 30, |
||||||
|
2025 |
|
2024 |
|
% Change |
||
Total revenues |
|
|
|
|
|
||
As reported |
$ |
52,623 |
|
$ |
51,342 |
|
2.5% |
Impact of FX rate |
|
55 |
|
|
— |
|
|
Constant currency basis |
$ |
52,678 |
|
$ |
51,342 |
|
2.6% |
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
||
As reported |
$ |
17,470 |
|
$ |
16,715 |
|
4.5% |
Impact of FX rate |
|
16 |
|
|
— |
|
|
Constant currency basis |
$ |
17,486 |
|
$ |
16,715 |
|
4.6% |
|
|
|
|
|
|
||
Net operating income |
|
|
|
|
|
||
As reported |
$ |
35,153 |
|
$ |
34,627 |
|
1.5% |
Impact of FX rate |
|
39 |
|
|
— |
|
|
Constant currency basis |
$ |
35,192 |
|
$ |
34,627 |
|
1.6% |
|
Nine Month Ended September 30, |
||||||
|
2025 |
|
2024 |
|
% Change |
||
Total revenues |
|
|
|
|
|
||
As reported |
$ |
155,377 |
|
$ |
152,288 |
|
2.0% |
Impact of FX rate |
|
458 |
|
|
— |
|
|
Constant currency basis |
$ |
155,835 |
|
$ |
152,288 |
|
2.3% |
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
||
As reported |
$ |
52,179 |
|
$ |
49,981 |
|
4.4% |
Impact of FX rate |
|
147 |
|
|
— |
|
|
Constant currency basis |
$ |
52,326 |
|
$ |
49,981 |
|
4.7% |
|
|
|
|
|
|
||
Net operating income |
|
|
|
|
|
||
As reported |
$ |
103,198 |
|
$ |
102,307 |
|
0.9% |
Impact of FX rate |
|
311 |
|
|
— |
|
|
Constant currency basis |
$ |
103,509 |
|
$ |
102,307 |
|
1.2% |
Note: The Company's 13 same-store properties in Canada are operated in Canadian Dollars (CAD), and their financial results are translated to U.S. Dollars (USD) in accordance with GAAP. To provide additional operating fundamentals on a constant currency basis, these selected financial results are presented in both USD as translated and on a constant currency basis, to remove the impact of non-operational foreign currency fluctuations. Constant currency results are calculated by translating current year results at prior year average exchange rates. The actual average USD/CAD exchange rate for the three months ending September 30, 2025 and September 30, 2024 was approximately 0.73x and 0.73x, respectively. The actual average USD/CAD exchange rate for the nine months ending September 30, 2025 and September 30, 2024 was approximately 0.72x and 0.74x, respectively.
14
15
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
OUTLOOK FOR FULL YEAR 2025
(UNAUDITED)
(Dollar amounts in thousands, except share and per share data)
|
|
Ranges for 2025 Annual Assumptions |
|
|
Notes for Updated Annual Assumptions |
|||||||||||||
|
|
as of August 6, 2025 |
|
|
as of November 5, 2025 |
|
|
as of November 5, 2025 |
||||||||||
Same-store growth |
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
|
||||
Revenue |
|
1.8% |
|
|
2.8% |
|
|
1.9% |
|
|
2.3% |
|
|
|
||||
Operating expense |
|
4.3% |
|
|
5.3% |
|
|
4.0% |
|
|
4.4% |
|
|
Excludes an estimated $3.6 million of equity based compensation expense related to IPO grants. (Not in thousands) |
||||
Net operating income |
|
0.6% |
|
|
1.6% |
|
|
0.9% |
|
|
1.1% |
|
|
Reflects an average USD/CAD exchange rate for full year 2024 of approximately 0.73x. The average USD/CAD exchange rate for the nine months ended September 30, 2025 and September 30, 2024 was approximately 0.72x and 0.74x, respectively. |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Same-store growth |
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
|
||||
Revenue |
|
2.2% |
|
|
3.2% |
|
|
2.2% |
|
|
2.6% |
|
|
|
||||
Operating expense |
|
4.7% |
|
|
5.7% |
|
|
4.2% |
|
|
4.7% |
|
|
Excludes an estimated $3.6 million of equity based compensation expense related to IPO grants. (Not in thousands) |
||||
Net operating income |
|
1.0% |
|
|
2.3% |
|
|
1.2% |
|
|
1.6% |
|
|
Reflects an average USD/CAD exchange rate of approximately 0.73x for full year 2024 and 2025. |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FFO, as Adjusted(2) |
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
|
||||
FFO, as adjusted per share & |
|
$ |
1.85 |
|
|
$ |
1.93 |
|
|
$ |
1.87 |
|
|
$ |
1.91 |
|
|
|
Weighted average share count |
|
|
50,950,000 |
|
|
|
50,950,000 |
|
|
|
51,020,000 |
|
|
|
51,020,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
|
||||
Non same-store net operating |
|
NA |
|
|
NA |
|
|
$ |
20,600 |
|
|
$ |
20,950 |
|
|
Includes properties in the non same-store pool as of September 30, 2025. Excludes tenant protection net revenues. Excludes an estimated $3.6 million of equity related compensation expense related to IPO grants. (Not in thousands) |
||
Tenant Protection Program net |
|
NA |
|
|
NA |
|
|
$ |
9,300 |
|
|
$ |
9,600 |
|
|
Represents Tenant Protection Program revenues less Tenant Protection Program related expense for the same-store and non same-store pools. |
||
Managed REIT EBITDA |
|
$ |
11,500 |
|
|
$ |
12,500 |
|
|
$ |
11,800 |
|
|
$ |
12,300 |
|
|
Represents Managed REIT Platform revenues less Managed REIT Platform expenses. Assumes average AUM of $940 million (low) to $970 million (high) for the year ending December 31, 2025. Excludes a $1.2 million contract termination cost expense and $2.1 million of equity based compensation expense related to IPO grants. (Not in thousands) |
Third-party management |
|
NA |
|
|
NA |
|
|
$ |
600 |
|
|
$ |
650 |
|
|
Represents third-party management revenues less third-party management expenses. Excludes an estimated $0.1 million of related transactional expenses. (Not in thousands) |
||
General and administrative |
|
$ |
30,500 |
|
|
$ |
31,300 |
|
|
$ |
32,050 |
|
|
$ |
32,250 |
|
|
Excludes an estimated $3.8 million of equity based compensation expense related to IPO grants and $1.4 million related to transactional expenses. (Not in thousands) |
Interest expense |
|
$ |
60,700 |
|
|
$ |
62,700 |
|
|
$ |
59,800 |
|
|
$ |
60,500 |
|
|
Assumes average one-month SOFR of 4.2% and average daily CORRA of 2.7%. |
Interest income |
|
$ |
4,100 |
|
|
$ |
4,400 |
|
|
$ |
4,600 |
|
|
$ |
4,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
|
||||
Acquisitions |
|
$ |
350,000 |
|
|
$ |
400,000 |
|
|
$ |
365,000 |
|
|
$ |
385,000 |
|
|
Includes wholly-owned acquisitions and the Company's investment in joint ventures. Includes $319 million of acquisitions completed year-to-date as of September 30, 2025. |
Note: The Company’s estimates are forward-looking and based on management’s view of current and future market conditions. The Company’s actual results may differ materially from these estimates. A reconciliation of net income per share outlook to funds from operations, as adjusted per share outlook is provided below.
(1) Stores in Canada are operated in Canadian Dollars (CAD), and their financial results are translated to U.S. Dollars (USD) in accordance with GAAP. These stores represent 13 of the Company's 149 stores in the 2025 same-store pool.
16
Constant currency results are calculated by translating current year results at prior year average exchange rates. The average USD/CAD exchange rate for the 12 months ending December 31, 2024 was approximately 0.73x.
(2) FFO, as adjusted estimates for the year are fully diluted for an estimated average number of shares and OP units outstanding during the year.
The following table presents a reconciliation of the range of estimated GAAP fully diluted earnings per share to estimated fully diluted FFO, as adjusted per share (dollars in thousands):
|
|
Ranges for 2025 Annual Assumptions |
|
|||||||||||||
|
|
as of August 6, 2025 |
|
|
as of November 5, 2025 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
||||
Net income |
|
$ |
(0.06 |
) |
|
$ |
(0.00 |
) |
|
$ |
0.06 |
|
|
$ |
0.10 |
|
Other noncontrolling interests |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
|
|
(0.00 |
) |
Distributions to preferred stockholders |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
Preferred equity-accretion of costs on |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
|
|
(0.07 |
) |
Depreciation & amortization of real estate |
|
|
1.50 |
|
|
|
1.52 |
|
|
|
1.48 |
|
|
|
1.48 |
|
FFO per share & OP unit |
|
$ |
1.29 |
|
|
$ |
1.37 |
|
|
$ |
1.40 |
|
|
$ |
1.44 |
|
Preferred equity-accretion of costs on redemption |
|
$ |
0.07 |
|
|
$ |
0.07 |
|
|
$ |
0.07 |
|
|
$ |
0.07 |
|
Net loss on extinguishment of debt |
|
|
0.05 |
|
|
|
0.05 |
|
|
|
0.05 |
|
|
|
0.05 |
|
Amortization of debt issuance costs |
|
|
0.09 |
|
|
|
0.09 |
|
|
|
0.09 |
|
|
|
0.09 |
|
Transactional expenses |
|
|
0.05 |
|
|
|
0.05 |
|
|
|
0.05 |
|
|
|
0.05 |
|
Sponsor funding revenue reduction |
|
|
0.02 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
|
0.02 |
|
Equity based compensation related to |
|
|
0.18 |
|
|
|
0.18 |
|
|
|
0.19 |
|
|
|
0.19 |
|
Other (1) |
|
|
0.09 |
|
|
|
0.09 |
|
|
|
0.01 |
|
|
|
0.01 |
|
FFO, as adjusted per share & OP unit |
|
$ |
1.85 |
|
|
$ |
1.93 |
|
|
$ |
1.87 |
|
|
$ |
1.91 |
|
(1) Includes the following: Intangible amortization expense - contracts, acquisition expenses, acquisition expenses and foreign currency (gains) losses, net from unconsolidated entities, accretion of fair market value of secured debt, foreign currency and interest rate derivative (gains) losses, net, and adjustment of deferred tax liabilities.
17
SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
SUMMARY OF RECENT ACQUISITIONS
(UNAUDITED)
Property |
|
MSA/CMA(1) |
|
SmartStop % Ownership |
|
Net Rentable Sq. Ft. |
|
|
Units |
|
|
Purchase Price(2) |
|
|
Date |
|||
Colorado Springs II |
|
Colorado Springs |
|
100% |
|
|
100,500 |
|
|
|
580 |
|
|
$ |
10,516 |
|
|
04/10/24 |
Spartanburg |
|
Greenville-Spartanburg |
|
100% |
|
|
109,800 |
|
|
|
950 |
|
|
|
13,232 |
|
|
07/16/24 |
Miami |
|
Miami - Fort Lauderdale |
|
100% |
|
|
95,200 |
|
|
|
1,050 |
|
|
|
31,161 |
|
|
09/24/24 |
Nantucket |
|
Boston |
|
100% |
|
|
18,600 |
|
|
|
205 |
|
|
|
9,587 |
|
|
11/20/24 |
Aurora V |
|
Denver |
|
100% |
|
|
87,500 |
|
|
|
740 |
|
|
|
14,667 |
|
|
12/11/24 |
San Jose |
|
San Jose |
|
100% |
|
|
61,500 |
|
|
|
670 |
|
|
|
19,616 |
|
|
12/19/24 |
Washington, DC |
|
Washington-Arlington |
|
100% |
|
|
72,000 |
|
|
|
830 |
|
|
|
18,292 |
|
|
12/19/24 |
Ladera Ranch |
|
Los Angeles |
|
100% |
|
|
143,500 |
|
|
|
1,300 |
|
|
|
70,030 |
|
|
12/20/24 |
2024 full year acquisitions |
|
|
|
|
688,600 |
|
|
|
6,325 |
|
|
$ |
187,101 |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Clifton |
|
New York - Newark |
|
100% |
|
|
116,000 |
|
|
|
1,285 |
|
|
$ |
38,647 |
|
|
01/07/25 |
Hillside |
|
New York - Newark |
|
100% |
|
|
112,000 |
|
|
|
1,200 |
|
|
|
35,944 |
|
|
01/07/25 |
Murfreesboro |
|
Nashville |
|
100% |
|
|
63,300 |
|
|
|
500 |
|
|
|
7,907 |
|
|
02/20/25 |
Kelowna (3) |
|
Kelowna, British Columbia |
|
100% |
|
|
74,000 |
|
|
|
800 |
|
|
|
28,207 |
|
|
4/15/2025 |
Lakewood II |
|
Denver, CO |
|
100% |
|
|
66,850 |
|
|
|
605 |
|
|
|
12,749 |
|
|
5/29/2025 |
Holzwarth Rd, |
|
Houston, TX |
|
100% |
|
|
89,800 |
|
|
|
815 |
|
|
|
15,269 |
|
|
6/17/2025 |
Holcombe Blvd, |
|
Houston, TX |
|
100% |
|
|
96,000 |
|
|
|
835 |
|
|
|
37,521 |
|
|
6/17/2025 |
Louetta Rd, |
|
Houston, TX |
|
100% |
|
|
111,850 |
|
|
|
745 |
|
|
|
20,013 |
|
|
6/17/2025 |
FM 2978, |
|
Houston, TX |
|
100% |
|
|
83,100 |
|
|
|
725 |
|
|
|
14,510 |
|
|
6/17/2025 |
Shenandoah, |
|
Houston, TX |
|
100% |
|
|
88,000 |
|
|
|
750 |
|
|
|
20,513 |
|
|
6/17/2025 |
Allard, Alberta (3) (4) |
|
Edmonton, Alberta |
|
50% |
|
N/A |
|
|
N/A |
|
|
|
1,199 |
|
|
8/12/2025 |
||
Edmonton, Alberta (3) |
|
Edmonton, Alberta |
|
100% |
|
|
68,175 |
|
|
|
535 |
|
|
|
9,719 |
|
|
8/26/2025 |
Sherwood Park, Alberta (3) |
|
Edmonton, Alberta |
|
100% |
|
|
65,500 |
|
|
|
535 |
|
|
|
11,804 |
|
|
8/26/2025 |
Red Deer, Alberta (3) |
|
Edmonton, Alberta |
|
100% |
|
|
76,500 |
|
|
|
610 |
|
|
|
13,782 |
|
|
8/26/2025 |
Canmore, Alberta (3) |
|
Calgary, AB |
|
100% |
|
|
63,500 |
|
|
|
765 |
|
|
|
21,061 |
|
|
8/26/2025 |
Cochrane, Alberta (3) |
|
Calgary, AB |
|
100% |
|
|
84,250 |
|
|
|
605 |
|
|
|
14,004 |
|
|
8/26/2025 |
Rahway |
|
New York - Newark |
|
100% |
|
|
55,200 |
|
|
|
560 |
|
|
|
15,328 |
|
|
9/3/2025 |
2025 year-to date acquisitions |
|
|
|
|
1,314,025 |
|
|
|
11,870 |
|
|
$ |
318,177 |
|
|
|
||
(1) CMA (Census Metropolitan Area) as defined by Statistics Canada.
(2) Amounts in thousands.
(3) Purchase price converted to USD using the exchange rate in effect at date of purchase.
(4) This property is an undeveloped parcel of land purchased through our joint venture partnership with SmartCentres, the joint venture intends to develop this land into a self storage property.
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ADDITIONAL INFORMATION REGARDING NOI, FFO, and FFO, as adjusted
Net Operating Income (“NOI”)
NOI is a non-GAAP measure that SmartStop defines as net income (loss), computed in accordance with GAAP, generated from properties, excluding tenant protection plan revenue, before corporate general and administrative expenses, asset management fees, interest expense, depreciation, amortization, acquisition expenses, tenant protection economics, stock compensation related to our IPO Grant and other non-property related income and expense. SmartStop believes that NOI is useful for investors as it provides a measure of the operating performance of its operating assets because NOI excludes certain items that are not associated with the ongoing operation of the properties. Additionally, SmartStop believes that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, SmartStop’s use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. In addition, NOI is not a substitute for net income (loss), cash flows from operations, or other related financial measures, in evaluating our operating performance.
Funds from Operations (“FFO”) and FFO, as Adjusted
Funds from Operations
Funds from operations ("FFO"), is a non-GAAP financial metric promulgated by NAREIT that SmartStop believes is an appropriate supplemental measure to reflect operating performance. SmartStop defines FFO consistent with the standards established by the white paper on FFO approved by the board of governors of NAREIT, or the White Paper. The White Paper defines FFO as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and real estate related asset impairment write downs, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Additionally, gains and losses from change in control are excluded from the determination of FFO. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis. SmartStop’s FFO calculation complies with NAREIT’s policy described above.
FFO, as Adjusted
SmartStop uses FFO, as adjusted, as an additional non-GAAP financial measure to evaluate their operating performance. FFO, as adjusted, provides investors with supplemental performance information that is consistent with the performance models and analysis used by management. In addition, FFO, as adjusted, is a measure used among SmartStop’s peer group, which includes publicly traded REITs. Further, SmartStop believes FFO, as adjusted, is useful in comparing the sustainability of their operating performance with the sustainability of the operating performance of other real estate companies.
In determining FFO, as adjusted, SmartStop makes further adjustments to the NAREIT computation of FFO to exclude the effects of non-real estate related asset impairments and intangible amortization, acquisition related costs, other write-offs incurred in connection with acquisitions, contingent earnout expenses, accretion of fair value of debt adjustments, amortization of debt issuance costs, gains or losses from extinguishment of debt, adjustments of deferred tax assets and liabilities, realized and unrealized gains/losses on foreign exchange transactions, gains/losses on certain foreign exchange and interest rate derivatives not designated for hedge accounting, and other select non-recurring income or expense items which SmartStop believes are not indicative of their overall long-term operating performance. SmartStop excludes these items from GAAP net income (loss) to arrive at FFO, as adjusted, as they are not the primary drivers in their decision-making process and excluding these items provides investors a view of their continuing operating portfolio performance over time, which in any respective period may experience fluctuations in such acquisition, merger or other similar activities that are not of a long-term operating performance nature. FFO, as adjusted, also reflects adjustments for unconsolidated partnerships and jointly owned investments. SmartStop uses FFO, as adjusted, as one measure of their operating performance when they formulate corporate goals and evaluate the effectiveness of their strategies.
Presentation of FFO and FFO, as adjusted, is intended to provide useful information to investors as they compare the operating performance of different REITs. However, not all REITs calculate FFO and FFO, as adjusted, the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and FFO, as adjusted, are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) as an indication of our performance, as an alternative to cash flows from operations as an indication of SmartStop’s liquidity or indicative of funds available to fund their cash needs including their ability to make distributions to their stockholders. FFO and FFO, as adjusted, should be reviewed in conjunction with other measurements as an indication of our performance.
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Neither the SEC, NAREIT, nor any other regulatory body has passed judgment on the acceptability of the adjustments that SmartStop uses to calculate FFO or FFO, as adjusted. In the future, the SEC, NAREIT or another regulatory body may decide to standardize the allowable adjustments across the publicly registered, non-traded REIT industry and SmartStop would have to adjust its calculation and characterization of FFO or FFO, as adjusted.
This press release, a financial supplement, and additional information about SmartStop are available on our website, investors.smartstopselfstorage.com.
About SmartStop Self Storage REIT, Inc. (“SmartStop”):
SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA) is a self-managed REIT with a fully integrated operations team of more than 1,000 self-storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self-storage programs, and through its indirect subsidiary Argus Professional Storage Management, LLC offers third party management services in the U.S. and Canada. As of November 5, 2025, SmartStop has an owned or managed portfolio of over 460 operating properties in 34 states, the District of Columbia, and Canada, comprising over 270,000 units and more than 35 million rentable square feet. SmartStop and its affiliates own or manage 49 operating self-storage properties across four provinces in Canada, which total approximately 42,200 units and 4.3 million rentable square feet.
Forward-Looking Statements
Certain of the matters discussed in this earnings release, other than historical facts, constitute forward-looking statements within the meaning of the federal securities laws, and we intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in such federal securities laws. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words, or the negative of such terms or other comparable terminology, or by discussions of strategy. 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.
Such statements include, but are not limited to statements concerning our plans, strategies, initiatives, prospects, objectives, goals, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation:
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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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission (the “SEC”) and are not intended to be a guarantee of our performance in future periods. We cannot guarantee the accuracy of any such forward-looking statements contained in this earnings release, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the SEC, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by the risk factors included in Part II, Item 1A of our Form 10-Qs, copies of which may be obtained from our website at investors.smartstopselfstorage.com.
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