Quarterly report pursuant to Section 13 or 15(d)

Investment in Joint Ventures

v3.22.1
Investment in Joint Ventures
3 Months Ended
Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Investment in Joint Ventures

10. INVESTMENT IN JOINT VENTURES

A summary of the Company’s unconsolidated joint ventures is as follows:

 

Venture

 

Number of
Properties at
March 31,
2022

 

Company
common
ownership
interest at
March 31,
2022

 

Carrying value
of investment
at March 31,
2022

 

Carrying value of
investment at
December 31,
2021

Sovran HHF Storage Holdings LLC (“Sovran HHF”)1

 

36

 

20%

 

$58.1 million

 

$58.7 million

Sovran HHF Storage Holdings II LLC (“Sovran HHF II”)2

 

22

 

15%

 

($2.5   million)

 

($2.4   million)

Life Storage-HIERS Storage LLC (“HIERS”)

 

17

 

20%

 

$13.7 million

 

$13.9 million

191 V Life Storage Holdings LLC ("191 V")3

 

17

 

20%

 

$27.6 million

 

$27.4 million

GII Life Storage Holdings LLC (“GII”)4

 

13

 

35%

 

$50.6 million

 

$51.5 million

Iskalo Office Holdings, LLC (“Iskalo”)5

 

N/A

 

49%

 

($2.3   million)

 

($2.4   million)

Life Storage Spacemax, LLC ("Spacemax")

 

6

 

40%

 

$14.2 million

 

$14.5 million

Life Storage 898 McDonald, LLC ("McDonald")6

 

1

 

86%

 

$30.2 million

 

$30.0  million

Life Storage ArrowMark Venture LLC ("ArrowMark Venture")7

 

N/A

 

50%

 

$1.6   million

 

$1.5   million

Joint ventures with properties in development stage8

 

4

 

Various

 

$9.4   million

 

$8.2   million

Other unconsolidated joint ventures (9 joint ventures)

 

9

 

Various

 

$9.2   million

 

$7.4   million

 

1

As of March 31, 2022, the carrying value of the Company’s investment in Sovran HHF exceeds its share of the underlying equity in net assets of Sovran HHF by approximately $1.7 million as a result of the capitalization of certain acquisition related costs in 2008. This difference is included in the carrying value of the investment.

 

 

2

In September 2020, the Company acquired eight self-storage facilities and related assets from Sovran HHF II for total consideration of $120.2 million, which is net of the Company’s share of Sovran HHF II’s gain resulting from the transaction. In connection with this transaction, $35.8 million of non-recourse loans related to these properties were settled in April 2021. Also in connection with this transaction, the Company made a $12.7 million contribution to Sovran HHF II. On April 1, 2021, Sovran HHF II paid off $69.1 million in existing nonrecourse mortgage debt and entered into $110 million of new nonrecourse mortgage debt which matures in 2029. As a result of the net proceeds from these transactions, the Company received a distribution of $31.6 million from Sovran HHF II on April 1, 2021.

 

 

3

In May 2021, the Company executed a joint venture agreement, 191 V Life Storage Holdings LLC, with an unrelated third-party with the purpose of acquiring and operating self-storage facilities. In June 2021, 191 V acquired 17 self-storage facilities for a total of $320 million, at which time 191 V entered into $184 million of nonrecourse mortgage debt which matures in 2026. During 2021, the Company contributed $28.7 million to 191 V as the Company's share of the initial capital investment in the joint venture.

 

 

4

In November 2021, the Company executed a joint venture agreement, GII Life Storage Holdings LLC, with an unrelated third-party with the purpose of acquiring and operating self-storage facilities. In December 2021, GII acquired 13 self-storage facilities for a total of $290.6 million, at which time GII entered into $145.3 million of nonrecourse mortgage debt which matures in 2029. During 2021, the Company contributed $52.0 million to GII as the Company's share of the initial capital investment in the joint venture.

 

 

5

Iskalo owns the building that houses the Company’s headquarters. The Company paid rent to Iskalo of $0.4 million during each of the three months ended March 31, 2022 and March 31, 2021.

 

 

6

In September 2021, the Company made an additional investment of $27.3 million in McDonald which increased the Company's ownership interest in McDonald from 5% to 86%. In April 2022, the Company purchased the remaining equity interest in McDonald for total consideration of $5.2 million (see Note 17).

 

 

7

In October 2021, the Company executed a joint venture agreement, Life Storage ArrowMark Venture LLC, with the purpose of arranging and originating mortgage loans to owners of self-storage facilities throughout the United States. During 2021, the Company contributed $1.6 million to ArrowMark Venture as the Company's share of the funding of two mortgage loans to third-parties in 2021.

 

 

8

The Company has entered into four separate joint ventures, one of which is developing a self-storage facility in Ontario, Canada, two of which are developing self-storage facilities in the New York City market, and one of which is developing a self-storage facility in the Tucson, AZ, market. The Company has contributed an aggregate total of $9.4 million as its share of capital to these joint ventures.

 

In addition to the joint venture activity in the preceding table, Life-Storage-SERS Storage LLC ("SERS") owned three self-storage facilities which the Company acquired in September 2021 for total consideration of $51.7 million which is net of the Company's share of SERS's gain resulting from the transaction. In connection with this transaction, all non-recourse loans held by SERS were settled. As SERS no longer operates any self-storage facilities, the Company received a distribution of $2.8 million in September 2021 as the Company's return of its remaining investment in SERS. SERS is expected to be dissolved in 2022.

Based on the facts and circumstances of each of the Company’s joint ventures, the Company has determined that none of the joint ventures at March 31, 2022 are a variable interest entity (“VIE”) in accordance with ASC 810, “Consolidation.” The Company used the voting model under ASC 810 to determine whether or not to consolidate the joint ventures. Based upon each member’s substantive participation rights over the activities as stipulated in the joint venture agreements, none of the joint ventures evaluated under the voting model are consolidated by the Company. Due to the Company’s significant influence over the operations of each of the joint ventures, all above joint ventures are accounted for under the equity method of accounting.

The carrying values of the Company’s investments in joint ventures are assessed for other-than-temporary impairment on a periodic basis and no such impairments have been recorded on any of the Company’s investments in joint ventures.

As property manager of the self-storage facilities owned by each of the operational joint ventures, the Company earns management and/or call center fees based on a percentage of joint venture gross revenues. These fees earned from joint ventures, which are included in other operating income in the consolidated statements of operations, totaled $2.5 million and $1.8 million for the three months ended March 31, 2022 and 2021, respectively.

The Company’s share of the unconsolidated joint ventures’ income is as follows:

 

 

(dollars in thousands)
Venture

 

Three Months
Ended
March 31, 2022

 

 

Three Months
Ended
March 31, 2021

 

Sovran HHF

 

$

960

 

 

$

654

 

Sovran HHF II

 

 

475

 

 

 

332

 

Other unconsolidated joint ventures

 

 

683

 

 

 

235

 

 

 

$

2,118

 

 

$

1,221

 

 

The Company does not guarantee the debt of any of its equity method investees.

We do not expect to have material future cash outlays relating to these joint ventures outside our share of capital required for future acquisitions of properties, our share of capital for the origination of nonrecourse loans by the ArrowMark Venture joint venture, our share of capital required for the development of properties under construction, and our share of the payoff of secured debt held by these joint ventures.