SmartStop Self Storage REIT, Inc. Reports First Quarter 2022 Results

LADERA RANCH, Calif.--()--SmartStop Self Storage REIT, Inc. (“SmartStop”), a self-managed and fully-integrated self storage company, announced its overall results for the three months ended March 31, 2022.

We posted another quarter of double-digit same-store revenue and NOI growth, at 18.4% and 25.7% respectively,” said H. Michael Schwartz, Chairman and Chief Executive Officer of SmartStop. “This organic growth coupled with our disciplined investment strategy, led to year-over-year growth of FFO, as adjusted per share and OP unit – diluted of approximately 113% in the quarter. On the external growth front, we continue to find accretive acquisitions, acquiring one property in Chicago during the quarter and another in Sacramento subsequent to quarter end.”

Three Months Ended March 31, 2022 Financial Highlights:

  • Net loss attributable to common stockholders was approximately $0.2 million. This represents an improvement of approximately $13.7 million when compared to the same period in 2021. Net loss per Class A and Class T shares (basic and diluted) was $0.00, an improvement of $0.22 when compared to the same period in 2021.
  • Total self storage-related revenues were approximately $45.0 million, an increase of approximately $14.0 million when compared to the same period in 2021.
  • FFO, as adjusted (attributable to common stockholders and Operating Partnership (“OP”) unit holders), was approximately $16.2 million, an increase of approximately $10.4 million when compared to the same period in 2021.
  • FFO, as adjusted per share and OP unit outstanding – diluted was $0.17, an increase of $0.09 when compared to the same period in 2021.
  • Same-store revenues, expenses and NOI increased by 18.4%, 3.7% and 25.7%, respectively compared to the same period in 2021.
  • Same-store average physical occupancy increased by 1.9% to 95.1% compared to 93.2% during the same period in 2021.
  • Same-store annualized rent per occupied square foot was approximately $17.77, an increase of approximately 16.6% when compared to the same period in 2021.

External Growth

In February of 2022, SmartStop announced the acquisition of a self storage facility in Algonquin, IL. The property’s 900 units span across approximately 114,000 square feet, and offer customers a blend of interior, climate controlled and non-climate, drive-up product. The facility is located in a dense and high-end suburban pocket of Chicago. This is SmartStop’s sixth owned or managed location in the Chicago market.

Subsequent to quarter end, the Company announced the acquisition of a self storage facility in Sacramento, CA. The facility is located at 3970 Pell Circle, Sacramento, CA, with visibility from I-80. The property’s 860 storage units encompass approximately 79,800 square feet and are 100% climate controlled. The facility also offers over 60 spaces for boat and RV storage. This is SmartStop’s 30th owned or managed location in California and 168th in North America.

Strategic Storage Growth Trust II, Inc. Merger

During the quarter, SmartStop and Strategic Storage Growth Trust II, Inc. ("SSGT II"), a private REIT sponsored by an indirect subsidiary of SmartStop, announced that the companies have entered into a definitive agreement to merge in an all-stock transaction in which SSGT II will merge into a newly-formed subsidiary of SmartStop. Per the merger agreement, SmartStop will acquire all of the real estate owned by SSGT II, consisting of 10 wholly-owned operating self storage facilities located across seven states, and a 50% interest in three unconsolidated real estate ventures with unaffiliated third parties consisting of one operating property and two properties in various stages of development. The total SSGT II operating portfolio, including the operating joint venture property, currently represents approximately 8,500 self storage units and 900,000 net rentable square feet. Additionally, SmartStop will obtain SSGT II’s rights to acquire a property located in Southern California.

Under the terms of the merger agreement, SSGT II stockholders will receive 0.9118 shares of SmartStop Class A common stock for each share of SSGT II common stock they own. This exchange ratio represents an increase of 37 percent above SSGT II's most recent offering price, when using SmartStop's most recent estimated NAV of $15.08 per share as of June 30, 2021. The transaction values SSGT II’s real estate assets at approximately $280 million, based on September 30, 2021 share counts and debt principal balances outstanding, and using the agreed exchange ratio and SmartStop's estimated NAV per share of $15.08. The merger is expected to close during the first half of 2022.

Capital Markets Activity

Subsequent to quarter end, SmartStop announced that it has been assigned an investment grade credit rating from Kroll Bond Rating Agency, Inc. (“KBRA”) of BBB- with a Stable Outlook. In connection with the rating announcement, SmartStop announced that its operating partnership has issued $150 million of 4.530% senior notes due April 2032 (the “Notes”).

Declared Distributions

On March 25, 2022, SmartStop’s board of directors declared a distribution rate for the month of April 2022 of approximately $0.00164 per day per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on SmartStop’s books at the close of business on each day of the period commencing on April 1, 2022 and ending April 30, 2022. On April 26, 2022, SmartStop’s board of directors declared a distribution rate for the month of May 2022 of approximately $0.00164 per day per share on the outstanding shares of common stock payable to Class A and Class T stockholders of record of such shares as shown on our books at the close of business on each day of the period commencing on May 1, 2022 and ending May 31, 2022. Such distributions payable to each stockholder of record during a month will be paid the following month.

 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,
2022
(Unaudited)

 

December 31,
2021

ASSETS

 

 

 

 

Real estate facilities:

 

 

 

 

Land

 

$

398,677,525

 

 

$

397,508,081

 

Buildings

 

 

1,137,375,132

 

 

 

1,117,204,944

 

Site improvements

 

 

80,019,145

 

 

 

78,910,603

 

 

 

 

1,616,071,802

 

 

 

1,593,623,628

 

Accumulated depreciation

 

 

(167,156,756

)

 

 

(155,926,875

)

 

 

 

1,448,915,046

 

 

 

1,437,696,753

 

Construction in process

 

 

2,016,833

 

 

 

1,799,004

 

Real estate facilities, net

 

 

1,450,931,879

 

 

 

1,439,495,757

 

Cash and cash equivalents

 

 

36,225,933

 

 

 

37,254,226

 

Restricted cash

 

 

7,265,835

 

 

 

7,432,135

 

Investments in unconsolidated real estate ventures

 

 

19,185,517

 

 

 

18,943,284

 

Investments in and advances to Managed REITs

 

 

13,632,661

 

 

 

12,404,380

 

Other assets, net

 

 

15,865,205

 

 

 

15,423,508

 

Intangible assets, net of accumulated amortization

 

 

11,344,310

 

 

 

14,337,820

 

Trademarks, net of accumulated amortization

 

 

16,017,647

 

 

 

16,052,941

 

Goodwill

 

 

53,643,331

 

 

 

53,643,331

 

Debt issuance costs, net of accumulated amortization

 

 

2,933,126

 

 

 

3,305,394

 

Total assets

 

$

1,627,045,444

 

 

$

1,618,292,776

 

LIABILITIES AND EQUITY

 

 

 

 

Debt, net

 

$

892,618,376

 

 

$

873,866,855

 

Accounts payable and accrued liabilities

 

 

18,979,883

 

 

 

22,693,941

 

Due to affiliates

 

 

439,501

 

 

 

584,291

 

Distributions payable

 

 

8,376,529

 

 

 

8,360,420

 

Contingent earnout

 

 

15,000,000

 

 

 

30,000,000

 

Deferred tax liabilities

 

 

8,070,650

 

 

 

7,719,098

 

Total liabilities

 

 

943,484,939

 

 

 

943,224,605

 

Commitments and contingencies

 

 

 

 

Redeemable common stock

 

 

76,578,073

 

 

 

71,334,675

 

Preferred stock, $0.001 par value; 200,000,000 shares authorized:

 

 

 

 

Series A Convertible Preferred Stock, $0.001 par value; 200,000 shares authorized;
200,000 and 200,000 shares issued and outstanding at March 31, 2022 and
December 31, 2021, respectively, with aggregate liquidation preferences of
$203,082,192 and $203,150,685 at March 31, 2022 and December 31, 2021,
respectively

 

 

196,356,107

 

 

 

196,356,107

 

Equity:

 

 

 

 

SmartStop Self Storage REIT, Inc. equity:

 

 

 

 

Class A common stock, $0.001 par value; 350,000,000 shares
authorized; 77,301,971 and 77,057,743 shares issued and
outstanding at March 31, 2022 and December 31, 2021, respectively

 

 

77,302

 

 

 

77,058

 

Class T common stock, $0.001 par value; 350,000,000 shares
authorized; 8,085,550 and 8,056,198 shares issued and
outstanding at March 31, 2022 and December 31, 2021, respectively

 

 

8,085

 

 

 

8,056

 

Additional paid-in capital

 

 

725,014,340

 

 

 

724,739,872

 

Distributions

 

 

(223,391,769

)

 

 

(210,964,464

)

Accumulated deficit

 

 

(171,063,030

)

 

 

(170,846,475

)

Accumulated other comprehensive income (loss)

 

 

264,255

 

 

 

(279,975

)

Total SmartStop Self Storage REIT, Inc. equity

 

 

330,909,183

 

 

 

342,734,072

 

Noncontrolling interests in our Operating Partnership

 

 

79,657,398

 

 

 

64,632,417

 

Other noncontrolling interests

 

 

59,744

 

 

 

10,900

 

Total noncontrolling interests

 

 

79,717,142

 

 

 

64,643,317

 

Total equity

 

 

410,626,325

 

 

 

407,377,389

 

Total liabilities and equity

 

$

1,627,045,444

 

 

$

1,618,292,776

 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three Months Ended
March 31,

 

 

2022

 

2021

Revenues:

 

 

 

 

Self storage rental revenue

 

$

43,056,872

 

 

$

29,503,442

 

Ancillary operating revenue

 

 

1,974,320

 

 

 

1,557,430

 

Managed REIT Platform revenue

 

 

1,809,096

 

 

 

2,287,740

 

Reimbursable costs from Managed REITs

 

 

1,143,573

 

 

 

1,216,043

 

Total revenues

 

 

47,983,861

 

 

 

34,564,655

 

Operating expenses:

 

 

 

 

Property operating expenses

 

 

13,105,325

 

 

 

10,343,281

 

Managed REIT Platform expenses

 

 

389,265

 

 

 

319,890

 

Reimbursable costs from Managed REITs

 

 

1,143,573

 

 

 

1,216,043

 

General and administrative

 

 

5,837,647

 

 

 

4,752,989

 

Depreciation

 

 

11,107,986

 

 

 

8,543,927

 

Intangible amortization expense

 

 

3,900,884

 

 

 

1,259,547

 

Acquisition expenses

 

 

417,774

 

 

 

305,650

 

Contingent earnout adjustment

 

 

513,821

 

 

 

2,119,744

 

Write-off of equity interest and preexisting
relationships upon acquisition of control

 

 

 

 

 

8,389,573

 

Total operating expenses

 

 

36,416,275

 

 

 

37,250,644

 

Income (loss) from operations

 

 

11,567,586

 

 

 

(2,685,989

)

Other income (expense):

 

 

 

 

Interest expense

 

 

(7,575,784

)

 

 

(8,616,071

)

Net loss on extinguishment of debt

 

 

 

 

 

(2,444,788

)

Other, net

 

 

(722,343

)

 

 

1,443,382

 

Net income (loss)

 

 

3,269,459

 

 

 

(12,303,466

)

Net (income) loss attributable to
noncontrolling interests

 

 

(403,822

)

 

 

1,476,994

 

Less: Distributions to preferred stockholders

 

 

(3,082,192

)

 

 

(3,082,192

)

Net loss attributable to SmartStop Self Storage
REIT, Inc. common stockholders

 

$

(216,555

)

 

$

(13,908,664

)

Net loss per Class A share – basic and diluted

 

$

(0.00

)

 

$

(0.22

)

Net loss per Class T share – basic and diluted

 

$

(0.00

)

 

$

(0.22

)

Weighted average Class A shares outstanding – basic and diluted

 

 

76,946,796

 

 

 

56,398,876

 

Weighted average Class T shares outstanding – basic and diluted

 

 

8,070,949

 

 

 

7,927,821 

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NON-GAAP MEASURE – COMPUTATION OF FUNDS FROM OPERATIONS, AS ADJUSTED

 

 

 

Three Months
Ended
March 31, 2022

 

Three Months
Ended
March 31, 2021

Net loss (attributable to common stockholders)

 

$

(216,555

)

 

$

(13,908,664

)

Add:

 

 

 

 

Depreciation of real estate

 

 

10,862,117

 

 

 

8,377,485

 

Amortization of real estate related intangible assets

 

 

3,660,083

 

 

 

562,085

 

Depreciation and amortization of real estate and
intangible assets from unconsolidated entities

 

 

300,013

 

 

 

34,074

 

Deduct:

 

 

 

 

Adjustment for noncontrolling interests (6)

 

 

(1,599,064

)

 

 

(1,118,036

)

FFO (attributable to common stockholders)

 

 

13,006,594

 

 

 

(6,053,056

)

Other Adjustments:

 

 

 

 

Intangible amortization expense - contracts (1)

 

 

240,801

 

 

 

697,462

 

Acquisition expenses (2)

 

 

417,774

 

 

 

305,650

 

Acquisition expenses and foreign currency
(gains) losses, net from unconsolidated
entities

 

 

20,496

 

 

 

 

Contingent earnout adjustment (3)

 

 

513,821

 

 

 

2,119,744

 

Write-off of equity interest and preexisting
relationships upon acquisition of control

 

 

 

 

 

8,389,573

 

Accretion of fair market value of secured debt

 

 

(34,642

)

 

 

(31,866

)

Net loss on extinguishment of debt (4)

 

 

 

 

 

2,444,788

 

Foreign currency and interest rate derivative losses, net (5)

 

 

(175,532

)

 

 

217,998

 

Adjustment of deferred tax liabilities (1)

 

 

241,588

 

 

 

(1,872,866

)

Adjustment for noncontrolling interests (6)

 

 

(131,971

)

 

 

(1,433,296

)

FFO, as adjusted (attributable to common stockholders)

 

$

14,098,929

 

 

$

4,784,131

 

(1)

These items represent the amortization, accretion, or adjustment of intangible assets or deferred tax liabilities.

(2)

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 SmartStop’s capitalization policy.

(3)

The contingent earnout adjustment represents the adjustment to the fair value during the period of the Class A-2 Units issued in connection with the self administration transaction.

(4)

The net loss associated with the extinguishment of debt includes prepayment penalties, the write-off of unamortized deferred financing fees, and other fees incurred.

(5)

This represents the mark-to-market adjustment for SmartStop’s derivative instruments not designated for hedge accounting and the ineffective portion of the change in fair value of derivatives recognized in earnings, as well as changes in foreign currency related to SmartStop’s foreign equity investments not classified as long term.

(6)

This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to SmartStop’s non-controlling interests.

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES

NON-GAAP MEASURE – COMPUTATION OF FUNDS FROM OPERATIONS, AS ADJUSTED ATTRIBUTABLE TO SHARES AND OP UNITS OUTSTANDING - DILUTED

 

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
March 31, 2022

 

 

Three Months
Ended
March 31, 2021

FFO (attributable to common stockholders and OP unit

holders) Calculation:

 

 

 

 

 

 

 

FFO (attributable to common stockholders)

 

$

13,006,594

 

 

$

(6,053,056

)

Net income (loss) attributable to the noncontrolling

interests

 

 

403,822

 

 

 

(1,476,994

)

Adjustment for noncontrolling interests(1)

 

 

1,599,064

 

 

 

1,118,036

 

FFO (attributable to common stockholders and OP unit

holders)

 

$

15,009,480

 

 

$

(6,412,014

)

FFO, as adjusted (attributable to common stockholders and

OP unit holders) Calculation:

 

 

 

 

 

 

 

FFO, as adjusted (attributable to common stockholders)

 

$

14,098,929

 

 

$

4,784,131

 

Net income (loss) attributable to the noncontrolling

interests

 

 

403,822

 

 

 

(1,476,994

)

Adjustment for noncontrolling interests(1)

 

 

1,731,035

 

 

 

2,551,332

 

FFO, adjusted (attributable to common stockholders and

OP unit holders)

 

$

16,233,786

 

 

$

5,858,469

 

 

 

 

 

 

 

 

 

Weighted average Class A & T shares outstanding

 

 

85,017,745

 

 

 

64,326,697

 

Weighted average OP units outstanding

 

 

10,416,211

 

 

 

9,248,375

 

Weighted average other dilutive securities

 

 

430,799

 

 

 

159,700

 

Weighted average shares & OP units

outstanding – diluted(2)

 

 

95,864,755

 

 

 

73,734,772

 

FFO, as adjusted per share & OP unit

outstanding – diluted

 

$

0.17

 

 

$

0.08

 

(1)

This represents the portion of the above stated adjustments in the calculations of FFO and FFO, as adjusted, that are attributable to our non-controlling interests.

(2)

Includes all 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 as the conversion of such shares was antidilutive to FFO and FFO, as adjusted. This excludes Class A-2 OP Units, the conversion of which is contingent on growth in assets under management or other contingent events before being converted to a class of OP Units equivalent to a common share.

SMARTSTOP SELF STORAGE REIT, INC. AND SUBSIDIARIES
COMPUTATION OF SAME-STORE OPERATING RESULTS
(Unaudited)

Same-Store Facility Results - Three Months Ended March 31, 2022 and 2021

The following table sets forth operating data for SmartStop’s same-store facilities (those properties included in the consolidated results of operations since January 1, 2021, excluding three lease-up properties SmartStop owned as of January 1, 2021) for the three months ended March 31, 2022 and 2021. SmartStop considers the following data to be meaningful as this allows for the comparison of results without the effects of acquisition, lease up, or development activity.

 

 

Same-Store Facilities

 

 

Non Same-Store Facilities

 

Total

 

 

 

2022

 

 

2021

 

 

%
Change

 

 

2022

 

 

2021(6)

 

 

%
Change

 

2022

 

 

2021

 

 

%
Change

 

Revenue (1)

 

$

33,324,465

 

 

$

28,155,999

 

 

 

18.4

%

 

$

9,952,229

 

 

$

1,568,105

 

 

N/M

 

$

43,276,694

 

 

$

29,724,104

 

 

 

45.6

%

Property operating
expenses (2)

 

 

9,767,729

 

 

 

9,418,146

 

 

 

3.7

%

 

 

3,337,596

 

 

 

925,135

 

 

N/M

 

 

13,105,325

 

 

 

10,343,281

 

 

 

26.7

%

Net operating
income

 

$

23,556,736

 

 

$

18,737,853

 

 

 

25.7

%

 

$

6,614,633

 

 

$

642,970

 

 

N/M

 

$

30,171,369

 

 

$

19,380,823

 

 

 

55.7

%

Number of
facilities

 

 

109

 

 

 

109

 

 

 

 

 

 

31

 

 

 

28

 

 

 

 

 

140

 

 

 

137

 

 

 

 

Rentable square
feet (3)

 

 

8,034,200

 

 

 

8,034,200

 

 

 

 

 

 

2,660,500

 

 

 

2,393,600

 

 

 

 

 

10,694,700

 

 

 

10,427,800

 

 

 

 

Average physical
occupancy (4)

 

 

95.1

%

 

 

93.2

%

 

 

 

 

 

93.6

%

 

 

68.6

%

 

 

 

 

94.7

%

 

 

92.5

%

 

 

 

Annualized rent
per occupied
square foot (5)

 

$

17.77

 

 

$

15.24

 

 

 

 

 

N/M

 

 

N/M

 

 

 

 

$

17.54

 

 

$

15.13

 

 

 

 

N/M Not meaningful

 

(1)

Revenue includes rental revenue, certain ancillary revenue, administrative and late fees, and excludes Tenant Protection Program revenue.

(2)

Property operating expenses excludes corporate general and administrative expenses, interest expense, depreciation, amortization expense, and acquisition expenses.

(3)

Of the total rentable square feet, parking represented approximately 948,000 square feet and 920,000 square feet as of March 31, 2022 and 2021, respectively. On a same-store basis, for the same periods, parking represented approximately 680,000 square feet.

(4)

Determined by dividing the sum of the month-end occupied square feet for the applicable group of facilities for each applicable period by the sum of their month-end rentable square feet for the period.

(5)

Determined by dividing the aggregate realized rental income for each applicable period by the aggregate of the month-end occupied square feet for the period. Properties are included in the respective calculations in their first full month of operations, as appropriate. SmartStop has excluded the realized rental revenue and occupied square feet related to parking herein for the purpose of calculating annualized rent per occupied square foot.

(6)

Included in the non same-store data is a self storage facility consisting of approximately 84,000 square feet owned by SST VI OP, which was consolidated by SmartStop from March 10, 2021 until May 1, 2021.

The following table presents a reconciliation of net income (loss) as presented on SmartStop’s consolidated statements of operations to net operating income, as stated above, for the periods indicated:

 

 

For the Three Months Ended
March 31,

 

 

2022

 

 

2021

 

Net income (loss)

 

$

3,269,459

 

 

$

(12,303,466

)

Adjusted to exclude:

 

 

 

 

Tenant Protection Program revenue(1)

 

 

(1,754,498

)

 

 

(1,336,768

)

Managed REIT Platform revenue

 

 

(1,809,096

)

 

 

(2,287,740

)

Managed REIT Platform expenses

 

 

389,265

 

 

 

319,890

 

General and administrative

 

 

5,837,647

 

 

 

4,752,989

 

Depreciation

 

 

11,107,986

 

 

 

8,543,927

 

Intangible amortization expense

 

 

3,900,884

 

 

 

1,259,547

 

Acquisition expenses

 

 

417,774

 

 

 

305,650

 

Contingent earnout adjustment

 

 

513,821

 

 

 

2,119,744

 

Write-off of equity interest and preexisting
relationships upon acquisition of control

 

 

 

 

 

8,389,573

 

Interest expense

 

 

7,575,784

 

 

 

8,616,071

 

Net loss on extinguishment of debt

 

 

 

 

 

2,444,788

 

Other, net

 

 

722,343

 

 

 

(1,443,382

)

Net operating income

 

$

30,171,369

 

 

$

19,380,823

 

(1)

Approximately $1.3 million of Tenant Protection Program revenue was earned at same-store facilities during the three months ended March 31, 2022, with the remaining approximately $0.4 million earned at non same-store facilities.

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 and other non-property related expenses. 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.

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, gains or losses from extinguishment of debt, adjustments of deferred tax liabilities, realized and unrealized gains/losses on foreign exchange transactions, and gains/losses on foreign exchange and interest rate derivatives not designated for hedge accounting, 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.

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, our Form 10-K for the year ended December 31, 2021, our form 10-Q for the quarter ended March 31, 2022, a financial supplement, and additional information about SmartStop are available on our website, investors.smartstopselfstorage.com.

About SmartStop Self Storage REIT, Inc. (“SmartStop”):

SmartStop is a self-managed REIT with a fully integrated operations team of approximately 420 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. As of May 11, 2022, SmartStop has an owned and managed portfolio of 168 properties in 22 states and Ontario, Canada, comprising approximately 114,700 units and 13.0 million rentable square feet. SmartStop and its affiliates own or manage 19 operating self storage properties in the Greater Toronto Area, which total approximately 16,200 units and 1.7 million rentable square feet. Additional information regarding SmartStop is available at investors.smartstopselfstorage.com.

Additional Information and Where to Find It

In connection with the proposed merger with SSGT II (the “Merger”), SmartStop has filed a registration statement on Form S-4 with the SEC that includes a proxy statement of SSGT II and also constitutes a prospectus of SmartStop. SSGT II has mailed or otherwise provided to its stockholders the proxy statement/prospectus and other relevant materials, and will hold a meeting of its stockholders to obtain the requisite stockholder approval of the Merger. BEFORE MAKING ANY VOTING DECISION, SSGT II’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents that SmartStop files with the SEC from the SEC’s website at www.sec.gov and SmartStop’s website at https://investors.smartstopselfstorage.com. In addition, the proxy statement/prospectus and other documents filed by SmartStop with the SEC may be obtained from SmartStop free of charge by directing a request to the following address: SmartStop Self Storage REIT, Inc., Attention: Nicholas M. Look, 10 Terrace Road, Ladera Ranch, California 92694, or by calling (877) 327-3485.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in Solicitation Relating to the Merger

SmartStop and SSGT II and their respective directors and executive officers, as well as SS Growth Advisor II, LLC, may be deemed, under SEC rules, to be participants in the solicitation of proxies from SSGT II’s stockholders with respect to the proposed Merger. Investors can obtain information regarding the names, affiliations and interests of such participants by reading the proxy statement/prospectus regarding the proposed Merger.

Forward-Looking Statements

Statements other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 and, in this press release, include statements about the expected timing of the Merger. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements, including, without limitation, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (ii) the failure to obtain the approval of SSGT II’s stockholders or the failure to satisfy the other closing conditions to the Merger.

Actual results may differ materially from those indicated by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

Additional factors that may affect the business or financial results of SmartStop are described in the risk factors included in SmartStop’s filings with the SEC, including SmartStop’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which factors are incorporated herein by reference, all of which are filed with the SEC and available at www.sec.gov. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. SmartStop expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

Contacts

David Corak
VP of Corporate Finance
SmartStop Self Storage REIT, Inc.
949-542-3331
www.investors.smartstopselfstorage.com
ir@smartstop.com

Contacts

David Corak
VP of Corporate Finance
SmartStop Self Storage REIT, Inc.
949-542-3331
www.investors.smartstopselfstorage.com
ir@smartstop.com