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CubeSmart - Annual Report: 2015 (Form 10-K)

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to

 

Commission file number 001-32324 (CubeSmart)

Commission file number 000-54462 (CubeSmart, L.P.)

 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland (CubeSmart)

 

20-1024732 (CubeSmart)

Delaware (CubeSmart, L.P.)

 

34-1837021 (CubeSmart, L.P.)

(State or Other Jurisdiction of

 

(IRS Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

5 Old Lancaster Road

 

19355

Malvern, Pennsylvania

 

(Zip Code)

(Address of Principal Executive Offices)

 

 

 

 

Registrant’s telephone number, including area code (610) 535-5000

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

 

Title of each class

 

Name of each exchange on which registered

Common Shares, $0.01 par value per share, of CubeSmart

 

New York Stock Exchange

 

7.75% Series A Cumulative Redeemable

 

New York Stock Exchange

Preferred Shares of Beneficial Interest, par value $.01 per share, of CubeSmart

 

 

 

Securities registered pursuant to Section 12(g) of the Act:    Units of General Partnership Interest of CubeSmart, L.P.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

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

 

CubeSmart:

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

CubeSmart, L.P.:

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

CubeSmart

Yes No

CubeSmart, L.P.

Yes No

 

As of June 30, 2015, the last business day of CubeSmart’s most recently completed second fiscal quarter, the aggregate market value of common shares held by non-affiliates of CubeSmart was $3,877,874,154. As of February 16, 2016, the number of common shares of CubeSmart outstanding was 175,728,317.

 

As of June 30, 2015, the last business day of CubeSmart, L.P.’s most recently completed second fiscal quarter, the aggregate market value of the 2,265,650 units of limited partnership (the “OP Units”) held by non-affiliates of CubeSmart, L.P. was $52,472,454 based upon the last reported sale price of $23.16 per share on the New York Stock Exchange on June 30, 2015 of the common shares of CubeSmart, the sole general partner of CubeSmart, L.P. (For this computation, the market value of all OP Units beneficially owned by CubeSmart has been excluded.)

 

Documents incorporated by reference:  Portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders of CubeSmart to be filed subsequently with the SEC are incorporated by reference into Part III of this report.

 

 

 


 

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EXPLANATORY NOTE

 

This report combines the annual reports on Form 10-K for the year ended December 31, 2015 of CubeSmart (the “Parent Company” or “CubeSmart”) and CubeSmart, L.P. (the “Operating Partnership”). The Parent Company is a Maryland real estate investment trust, or REIT, that owns its assets and conducts its operations through the Operating Partnership, a Delaware limited partnership, and subsidiaries of the Operating Partnership.  The Parent Company, the Operating Partnership and their consolidated subsidiaries are collectively referred to in this report as the “Company”. In addition, terms such as “we”, “us”, or “our” used in this report may refer to the Company, the Parent Company, and/or the Operating Partnership.

 

The Parent Company is the sole general partner of the Operating Partnership and, as of December 31, 2015, owned a 98.8% interest in the Operating Partnership. The remaining 1.2% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of facilities to the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has full and complete authority over the Operating Partnership’s day-to-day operations and management.

 

Management operates the Parent Company and the Operating Partnership as one enterprise. The management teams of the Parent Company and the Operating Partnership are identical, and their constituents are officers of both the Parent Company and of the Operating Partnership.

 

There are few differences between the Parent Company and the Operating Partnership, which are reflected in the note disclosures in this report. The Company believes it is important to understand the differences between the Parent Company and the Operating Partnership in the context of how these entities operate as a consolidated enterprise. The Parent Company is a REIT, whose only material asset is its ownership of the partnership interests of the Operating Partnership.  As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing the debt obligations of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and, directly or indirectly, holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.

 

The substantive difference between the Parent Company’s and the Operating Partnership’s filings is the fact that the Parent Company is a REIT with public equity, while the Operating Partnership is a partnership with no publicly traded equity. In the financial statements, this difference is primarily reflected in the equity (or capital for Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital). Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical.

 

The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into a single report will:

 

·

facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;

·

remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and

·

create time and cost efficiencies through the preparation of one combined report instead of two separate reports.

 

In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.

 

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial

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statements. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.

 

This report also includes separate Item 9A - Controls and Procedures sections, signature pages and Exhibit 31 and 32 certifications for each of  the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of the Parent Company and the Chief Executive Officer and the Chief Financial Officer of the Operating Partnership have made the requisite certifications and that the Parent Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and 18 U.S.C. §1350.

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TABLE OF CONTENTS

 

PART I 

 

 

 

 

 

 

 

 

Item 1. 

 

Business

 

 

 

 

 

 

Item 1A. 

 

Risk Factors

 

12 

 

 

 

 

 

Item 1B. 

 

Unresolved Staff Comments

 

23 

 

 

 

 

 

Item 2. 

 

Properties

 

24 

 

 

 

 

 

Item 3. 

 

Legal Proceedings

 

36 

 

 

 

 

 

Item 4. 

 

Mining Safety Disclosures

 

36 

 

 

 

 

 

PART II 

 

 

 

37 

 

 

 

 

 

Item 2. 

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

37 

 

 

 

 

 

Item 5. 

 

Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

 

37 

 

 

 

 

 

Item 6. 

 

Selected Financial Data

 

39 

 

 

 

 

 

Item 7. 

 

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

 

44 

 

 

 

 

 

Item 7A. 

 

Quantitative and Qualitative Disclosures About Market Risk

 

58 

 

 

 

 

 

Item 8. 

 

Financial Statements and Supplementary Data

 

58 

 

 

 

 

 

Item 9. 

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

58 

 

 

 

 

 

Item 9A. 

 

Controls and Procedures

 

59 

 

 

 

 

 

Item 9B. 

 

Other Information

 

60 

 

 

 

 

 

PART III 

 

 

 

60 

 

 

 

 

 

Item 10. 

 

Trustees, Executive Officers and Corporate Governance

 

60 

 

 

 

 

 

Item 11. 

 

Executive Compensation

 

60 

 

 

 

 

 

Item 12. 

 

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 

60 

 

 

 

 

 

Item 13. 

 

Certain Relationships and Related Transactions, and Trustee Independence

 

60 

 

 

 

 

 

Item 14. 

 

Principal Accountant Fees and Services

 

61 

 

 

 

 

 

PART IV 

 

 

 

61 

 

 

 

 

 

Item 15. 

 

Exhibits and Financial Statement Schedules

 

61 

 

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PART I

 

Forward-Looking Statements

 

This Annual Report on Form 10-K, or this Report, together with other statements and information publicly disseminated by the Parent Company and the Operating Partnership, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information.  In some cases, forward-looking statements can be identified by terminology such as “believes”, “expects”, “estimates”, “may”, “will”, “should”, “anticipates”, or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, future events and actual results, performance, transactions or achievements, financial and otherwise, may differ materially from the results, performance, transactions or achievements expressed or implied by the forward-looking statements.  As a result, you should not rely on or construe any forward-looking statements in this Report, or which management may make orally or in writing from time to time, as predictions of future events or as guarantees of future performance.  We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this Report or as of the dates otherwise indicated in the statements.  All of our forward-looking statements, including those in this Report, are qualified in their entirety by this statement.

 

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this Report.  Any forward-looking statements should be considered in light of the risks and uncertainties referred to in Item 1A. “Risk Factors” in this Report and in our other filings with the Securities and Exchange Commission (“SEC”).  These risks include, but are not limited to, the following:

 

·

national and local economic, business, real estate and other market conditions;

 

·

the competitive environment in which we operate, including our ability to maintain or raise occupancy and rental rates;

 

·

the execution of our business plan;

 

·

the availability of external sources of capital;

 

·

financing risks, including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;

 

·

increases in interest rates and operating costs;

 

·

counterparty non-performance related to the use of derivative financial instruments;

 

·

our ability to maintain our Parent Company’s qualification as a REIT for federal income tax purposes;

 

·

acquisition and development risks;

 

·

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

 

·

risks of investing through joint ventures;

 

·

changes in real estate and zoning laws or regulations;

 

·

risks related to natural disasters;

 

·

potential environmental and other liabilities;

 

·

other factors affecting the real estate industry generally or the self-storage industry in particular; and

 

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·

other risks identified in this Report and, from time to time, in other reports that we file with the SEC or in other documents that we publicly disseminate.

 

Given these uncertainties and the other risks identified elsewhere in this Report, we caution readers not to place undue reliance on forward-looking statements.  We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise except as may be required by securities laws.  Because of the factors referred to above, the future events discussed in or incorporated by reference in this Report may not occur and actual results, performance or achievement could differ materially from that anticipated or implied in the forward-looking statements.

 

ITEM 1.  BUSINESS

 

Overview

 

We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, management, acquisition, and development of self-storage facilities in the United States.

 

As of December 31, 2015, we owned 445 self-storage facilities located in 22 states and in the District of Columbia containing an aggregate of approximately 30.4 million rentable square feet.  As of December 31, 2015,  approximately 90.2% of the rentable square footage at our owned facilities was leased to approximately 264,000 customers, and no single customer represented a significant concentration of our revenues.  As of December 31, 2015, we owned facilities in the District of Columbia and the following 22 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2015, we managed 227 facilities for third parties (including 35 facilities containing an aggregate of approximately 2.4 million rentable square feet as part of an unconsolidated real estate venture in which we own a 50% interest, and 30 facilities containing an aggregate of approximately 1.8 million rentable square feet as part of a separate unconsolidated real estate venture in which we own a 10% interest) bringing the total number of facilities we owned and/or managed to 672.   As of December 31, 2015, we managed facilities for third parties in the District of Columbia and the following 23 states: Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, and Virginia.

 

Our self-storage facilities are designed to offer affordable and easily-accessible storage space for our residential and commercial customers.  Our customers rent storage cubes for their exclusive use, typically on a month-to-month basis. Additionally, some of our facilities offer outside storage areas for vehicles and boats.  Our facilities are designed to accommodate both residential and commercial customers, with features such as wide aisles and load-bearing capabilities for large truck access.  All of our facilities have an on-site manager during business hours, and 271, or approximately 60.9%, of our owned facilities have a manager who resides in an apartment at the facility.  Our customers can access their storage cubes during business hours, and some of our facilities provide customers with 24-hour access through computer-controlled access systems.  Our goal is to provide customers with the highest standard of facilities and service in the industry. To that end, 372, or approximately 83.6%, of our owned facilities include climate-controlled cubes.

 

The Parent Company was formed in July 2004 as a Maryland REIT.  The Parent Company owns its assets and conducts its business through the Operating Partnership, and its subsidiaries.  The Parent Company controls the Operating Partnership as its sole general partner and, as of December 31, 2015, owned an approximately 98.8% interest in the Operating Partnership.  The Operating Partnership was formed in July 2004 as a Delaware limited partnership and has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, management, ownership and operation of self-storage facilities.

 

Acquisition and Disposition Activity

 

As of December 31, 2015 and 2014, we owned 445 and 421 facilities, respectively, that contained an aggregate of 30.4 million and 28.6 million rentable square feet with occupancy rates of 90.2% and 89.1%, respectively.

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A complete listing of, and additional information about, our facilities is included in Item 2 of this Report.  The following is a summary of our 2015, 2014 and 2013 acquisition and disposition activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Number of

    

Purchase / Sale Price

 

Asset/Portfolio

 

Market

 

Transaction Date

 

Facilities

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

2015 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas Asset

 

Texas Markets - Major

 

February 2015

 

1

 

$

7,295

 

HSRE Assets

 

Chicago

 

March 2015

 

4

 

 

27,500

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2015

 

1

 

 

7,900

 

Tennessee Asset

 

Tennessee

 

March 2015

 

1

 

 

6,575

 

Texas Asset

 

Texas Markets - Major

 

April 2015

 

1

 

 

15,795

 

Florida Asset

 

Florida Markets - Other

 

May 2015

 

1

 

 

7,300

 

Arizona Asset

 

Arizona / Las Vegas

 

June 2015

 

1

 

 

10,100

 

Florida Asset

 

Florida Markets - Other

 

June 2015

 

1

 

 

10,500

 

Texas Asset

 

Texas Markets - Major

 

July 2015

 

1

 

 

14,200

 

Maryland Asset

 

Baltimore / DC

 

July 2015

 

1

 

 

17,000

 

Maryland Asset

 

Baltimore / DC

 

July 2015

 

1

 

 

19,200

 

New York/New Jersey Assets

 

New York / Northern NJ

 

August 2015

 

2

 

 

24,823

 

New Jersey Asset

 

New York / Northern NJ

 

December 2015

 

1

 

 

14,350

 

PSI Assets

 

Various

 

December 2015

 

12

 

 

109,824

 

 

 

 

 

 

 

29

 

$

292,362

 

 

 

 

 

 

 

 

 

 

 

 

2015 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas Assets

 

Texas Markets - Major

 

October 2015

 

7

 

$

28,000

 

Florida Asset

 

Florida Markets - Other

 

October 2015

 

1

 

 

9,800

 

 

 

 

 

 

 

8

 

$

37,800

 

2014 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connecticut Asset

 

Connecticut

 

January 2014

 

1

 

$

4,950

 

Florida Asset

 

Miami / Ft. Lauderdale

 

January 2014

 

1

 

 

14,000

 

Florida Assets

 

Florida Markets - Other

 

January 2014

 

2

 

 

14,450

 

California Asset

 

Other West

 

January 2014

 

1

 

 

8,300

 

Maryland Asset

 

Baltimore / DC

 

February 2014

 

1

 

 

15,800

 

Maryland Asset

 

Baltimore / DC

 

February 2014

 

1

 

 

15,500

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2014

 

1

 

 

14,750

 

Pennsylvania Asset

 

Philadelphia / Southern NJ

 

March 2014

 

1

 

 

7,350

 

Texas Asset

 

Texas Markets - Major

 

March 2014

 

1

 

 

8,225

 

Texas Asset

 

Texas Markets - Major

 

April 2014

 

1

 

 

6,450

 

New York Assets

 

New York / Northern NJ

 

April 2014

 

2

 

 

55,000

 

Florida Asset

 

Florida Markets - Other

 

April 2014

 

1

 

 

11,406

 

Massachusetts Asset

 

Other Northeast

 

April 2014

 

1

 

 

11,100

 

Indiana Asset

 

Other Midwest

 

May 2014

 

1

 

 

8,400

 

Florida Assets

 

Florida Markets - Other

 

June 2014

 

3

 

 

35,000

 

Florida Assets

 

Florida Markets - Other

 

July 2014

 

2

 

 

15,800

 

Massachusetts Asset

 

Boston

 

September 2014

 

1

 

 

23,100

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

7,700

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

8,500

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

7,750

 

HSRE Assets

 

Various -see note 4

 

November 2014

 

22

 

 

195,500

 

Texas Asset

 

Texas Markets - Major

 

December 2014

 

1

 

 

18,650

 

Florida Assets

 

Florida Markets - Other

 

December 2014

 

3

 

 

18,200

 

New York Asset

 

New York / Northern NJ

 

December 2014

 

1

 

 

38,000

 

Texas Asset

 

Texas Markets - Major

 

December 2014

 

1

 

 

4,345

 

 

 

 

 

 

 

53

 

$

568,226

 

 

 

 

 

 

 

 

 

 

 

 

2013 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2013

 

1

 

$

6,900

 

Illinois Asset

 

Chicago

 

May 2013

 

1

 

 

8,300

 

Florida Asset

 

Florida Markets - Other

 

May 2013

 

1

 

 

7,150

 

Florida Asset

 

Miami / Ft. Lauderdale

 

June 2013

 

1

 

 

9,000

 

Massachusetts Asset

 

Boston

 

June 2013

 

1

 

 

10,600

 

Maryland / New Jersey Assets

 

Baltimore / DC and New York / Northern NJ

 

June 2013

 

5

 

 

52,400

 

New York Asset

 

New York / Northern NJ

 

July 2013

 

1

 

 

13,000

 

Texas Asset

 

Texas Markets - Major

 

August 2013

 

1

 

 

10,975

 

Arizona Asset

 

Arizona / Las Vegas

 

September 2013

 

1

 

 

10,500

 

Arizona Asset

 

Arizona / Las Vegas

 

September 2013

 

1

 

 

4,300

 

Maryland Asset

 

Baltimore / DC

 

November 2013

 

1

 

 

15,375

 

Texas Asset

 

Texas Markets - Major

 

November 2013

 

1

 

 

9,700

 

Texas Asset

 

Texas Markets - Major

 

December 2013

 

1

 

 

10,497

 

Texas Asset

 

Texas Markets - Major

 

December 2013

 

1

 

 

6,925

 

Maryland Asset

 

Baltimore / DC

 

December 2013

 

1

 

 

8,200

 

Florida Asset

 

Miami / Ft. Lauderdale

 

December 2013

 

1

 

 

6,000

 

 

 

 

 

 

 

20

 

$

189,822

 

 

 

 

 

 

 

 

 

 

 

 

2013 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas/Indiana Assets

 

Texas Markets - Major and Other Midwest

 

March 2013

 

5

 

$

11,400

 

Tennessee Assets

 

Tennessee

 

August 2013

 

8

 

 

25,000

 

California/Tennessee/Texas/Wisconsin Assets

 

Inland Empire, Ohio, Other Midwest, Tennessee and Texas Markets - Major

 

October/November 2013

 

22

 

 

90,000

 

 

 

 

 

 

 

35

 

$

126,400

 

 

 

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The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2015, 2014, and 2013, we owned 445,  421, and 366 self-storage facilities and related assets, respectively.  The following table summarizes the change in number of owned self-storage facilities from January 1, 2013 through December 31, 2015:

 

 

 

 

 

 

 

 

 

 

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

Balance - January 1

 

421

 

366

 

381

 

Facilities acquired

 

7

 

10

 

1

 

Facilities developed

 

 —

 

2

 

 —

 

Facilities sold

 

 —

 

 —

 

(5)

 

Balance - March 31

 

428

 

378

 

377

 

Facilities acquired

 

4

 

9

 

9

 

Facilities developed

 

1

 

 —

 

 —

 

Balance - June 30

 

433

 

387

 

386

 

Facilities acquired

 

5

 

3

 

4

 

Facilities sold

 

 —

 

 —

 

(8)

 

Balance - September 30

 

438

 

390

 

382

 

Facilities acquired

 

13

 

31

 

6

 

Facilities developed

 

2

 

 —

 

 —

 

Facilities sold

 

(8)

 

 —

 

(22)

 

Balance - December 31

 

445

 

421

 

366

 

 

Financing and Investing Activities

 

The following summarizes certain financing and investing activities during the year ended December 31, 2015:

 

·

Facility Acquisitions.  During 2015, we acquired 29 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $292.4 million.  Included in the 29 acquired self-storage facilities are 12 facilities (the “PSI Assets’) acquired in conjunction with the purchase of common stock of a privately held self-storage REIT. In connection with these acquisitions, we allocated a portion of the purchase price paid for each facility to the intangible value of in-place leases which aggregated to $20.0 million.

 

·

Facility Development.    During 2015, we completed construction and opened for operation three self-storage facilities developed through joint ventures. Two of the self-storage facilities are located in New York and one is located in Virginia. We invested a total of $49.3 million in the development of these three facilities. As of December 31, 2015, we had four joint venture development facilities and one wholly-owned development facility under construction. We anticipate investing a total of $148.7 million related to these five projects, and construction for all projects is expected to be completed by the fourth quarter of 2017.

 

·

Development Commitments.  During 2015, we acquired one self-storage facility in Texas for $15.8 million after the completion of construction and the issuance of the certificate of occupancy. During 2015, we also entered into contracts to purchase one facility in Florida and one facility in Illinois after the completion of construction and the issuance of the certificate of occupancy. As of December 31, 2015, we had five facilities under contract, including three facilities that went under contract in 2014, for a total acquisition price of $101.4 million.  These five facility acquisitions are subject to due diligence and other customary closing conditions and no assurance can be provided that these acquisitions will be completed on the terms described, or at all.

 

·

Facility Dispositions.  On October 8, 2015, we sold seven assets in Texas and one asset in Florida for an aggregate sales price of $37.8 million. Net proceeds of $36.4 million were held in escrow to fund future acquisitions. We recorded an aggregate gain of $14.4 million on the dispositions. Additionally, on October 2, 2015, USIFB, LLP (“USIFB”), a consolidated real estate joint venture in which we owned a 97% interest, sold its remaining asset in London, England for an aggregate sales price of £6.5 million (approximately $9.9 million).  We received net proceeds of $9.2 million and recorded a gain on the sale of real estate of $3.0 million, net of a foreign currency translation loss of $1.2 million, as a result of the transaction.

 

·

At-The-Market Equity Program.  During 2015, under our at-the-market equity program, we sold a total of 9.0 million common shares at an average sales price of $26.35 per share, resulting in net proceeds under the program of $234.1 million, after deducting offering costs.  On December 30, 2015, we increased the number of common shares under our program to

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40.0 million common shares and, as of December 31, 2015, 10.2 million common shares remained available for sale under the program.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of self-storage facilities and for general corporate purposes.

 

·

Credit Facility Amendment.  On April 22, 2015, we amended our Credit Facility to increase the aggregate amount under the revolving portion of our Credit Facility (the “Revolver”) from $300.0 million to $500.0 million, decrease the facility fee from 0.20% to 0.15% and extend the maturity date from June 18, 2017 to April 22, 2020.

 

·

Debt Offering.  On October 26, 2015, we completed the issuance and sale of $250.0 million in aggregate principal amount of unsecured senior notes due November 15, 2025 which bear interest at a rate of 4.00% per annum. Net proceeds from the offering were used to repay outstanding indebtedness under our Revolver and for general corporate purposes, including acquisitions, investments in joint ventures, and repayment or repurchase of other indebtedness.

 

·

Mortgage Loans.  During 2015, we repaid four mortgage loans aggregating $82.6 million and assumed one mortgage loan with an outstanding principal balance of $2.5 million as of December 31, 2015.

 

Business Strategy

 

Our business strategy consists of several elements:

 

·

Maximize cash flow from our facilities — Our operating strategy focuses on maximizing sustainable rents at our facilities while achieving and sustaining occupancy targets.  We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.

 

·

Acquire facilities within targeted markets — During 2016, we intend to pursue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals, and demand for storage in excess of storage capacity.  We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry.  In the past, we have formed joint ventures with unaffiliated third parties, and in the future we may form additional joint ventures to facilitate the funding of future developments or acquisitions.

 

·

Dispose of facilities — During 2016, we intend to continue to evaluate opportunities to reduce exposure in slower growth, lower barrier-to-entry markets.  We intend to use proceeds from these transactions to fund acquisitions within target markets.

 

·

Grow our third-party management business — We intend to pursue additional third-party management opportunities.  We intend to leverage our current platform to take advantage of consolidation in the industry.  We plan to utilize our relationships with third-party owners to help source future acquisitions.

 

Investment and Market Selection Process

 

We maintain a disciplined and focused process in the acquisition and development of self-storage facilities.  Our investment committee, comprised of five senior officers and led by Christopher P. Marr, our Chief Executive Officer, oversees our investment process.  Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, the approval of our Board of Trustees [the “Board”]), final due diligence, and documentation.  Through our investment committee, we intend to focus on the following criteria:

 

·

Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional facilities, or where we believe that we can acquire a significant number of facilities efficiently and within a short period of time.  We evaluate both the broader market and the immediate area, typically three miles around the facility, for its ability to support above-average demographic growth.  We seek to increase our presence primarily in areas that we expect will experience growth, including the Northeastern and Mid-Atlantic areas of the United States and areas within Georgia, Florida, Texas, Illinois, and California, and to enter additional markets should suitable opportunities arise.

 

·

Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers.

 

·

Growth potential — We target acquisitions that offer growth potential through increased operating efficiencies and, in some cases, through additional leasing efforts, renovations, or expansions.  In addition to acquiring single facilities, we seek to invest in

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portfolio acquisitions, including those offering significant potential for increased operating efficiency and the ability to spread our fixed costs across a large base of facilities.

 

Segment

 

We have one reportable segment:  we own, operate, develop, manage, and acquire self-storage facilities.

 

Concentration

 

Our self-storage facilities are located in major metropolitan areas as well as suburban areas and have numerous customers per facility.  No single customer represented a significant concentration of our 2015 revenues.  Our facilities in Florida, New York, Texas, and California provided approximately 18%, 16%, 10% and 8%, respectively, of our total 2015 revenues and approximately 17%, 17%, 10%, and 8%, respectively, of our total 2014 revenues.

 

Seasonality

 

We typically experience seasonal fluctuations in occupancy levels at our facilities, with the levels generally slightly higher during the summer months due to increased moving activity.

 

Financing Strategy

 

We maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders.  As of December 31, 2015, our debt to total capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of the Parent Company’s outstanding common shares, preferred shares and units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately 18.7% compared to approximately 23.9% as of December 31, 2014.  Our ratio of debt to the undepreciated cost of our total assets as of December 31, 2015 was approximately 34.0% compared to approximately 35.8% as of December 31, 2014.  We expect to finance additional investments in self-storage facilities through the most attractive sources of capital available at the time of the transaction, in a manner consistent with maintaining a strong financial position and future financial flexibility, subject to limitations on incurrence of indebtedness in our unsecured credit facilities and the indenture that governs our unsecured notes.  These capital sources may include existing cash, borrowings under the Revolver, additional secured or unsecured financings, sales of common or preferred shares of the Parent Company in public offerings or private placements, additional issuances of debt securities, issuances of common or preferred units in our Operating Partnership in exchange for contributed facilities, and formations of joint ventures.  We also may sell facilities that we no longer view as core assets and use the sales proceeds to fund other acquisitions.

 

Competition

 

Self-storage facilities compete based on a number of factors, including location, rental rates, security, suitability of the facility’s design to prospective customers’ needs, and the manner in which the facility is operated and marketed.  In particular, the number of competing self-storage facilities in a market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our facilities.  We believe that the primary competition for potential customers of any of our self-storage facilities comes from other self-storage facilities within a three-mile radius of that facility.  We believe our facilities are well-positioned within their respective markets, and we emphasize customer service, convenience, security and professionalism.

 

Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Sovran Self Storage, Inc., and Extra Space Storage Inc.  These companies, some of which operate significantly more facilities than we do and have greater resources than we have, and other entities may be able to accept more risk than we determine is prudent for us, including risks with respect to the geographic proximity of facility investments and the payment of higher facility acquisition prices.  This competition may reduce the number of suitable acquisition opportunities available to us, increase the price required to acquire facilities, and reduce the demand for self-storage space at our facilities.  Nevertheless, we believe that our experience in operating, managing, acquiring, developing, and obtaining financing for self-storage facilities should enable us to compete effectively.

 

Government Regulation

 

We are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures and various federal, state, and local regulations that apply generally to the ownership of real property and the operation of self-storage facilities.

 

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Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons.  A number of other federal, state, and local laws may also impose access and other similar requirements at our facilities.  A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance.  Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance.

 

Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property.  These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.  The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs.  In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage.  We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.

 

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of facilities.  Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we work with our environmental consultants and, where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.  In certain cases, we have purchased environmental liability insurance coverage to indemnify us against claims for contamination or other adverse environmental conditions that may affect a property.

 

We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us.  We cannot provide assurance, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.

 

We have not received notice from any governmental authority of any material noncompliance, claim, or liability in connection with any of our facilities, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our facilities relating to environmental conditions.

 

We are not aware of any environmental condition with respect to any of our facilities that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations.  We cannot provide assurance, however, that this will continue to be the case.

 

Insurance

 

We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the facilities in our portfolio.  We carry environmental insurance coverage on certain facilities in our portfolio.  We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage, and industry practice.  We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, environmental hazards, because such coverage is either not available or not available at commercially reasonable rates.  Some of our policies, such as those covering losses due to terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  We also carry liability insurance to insure against personal injuries that might be sustained at our facilities and director and officer liability insurance.

 

Offices

 

Our principal executive offices are located at 5 Old Lancaster Road, Malvern, PA 19355.  Our telephone number is (610) 535-5000.

 

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Employees

 

As of December 31, 2015, we employed 1,837 employees, of whom 216 were corporate executive and administrative personnel and 1,621 were property-level personnel.  We believe that our relations with our employees are good.  Our employees are not unionized.

 

Available Information

 

We file registration statements, proxy statements, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, with the SEC.  You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330, or by accessing the SEC’s website at www.sec.gov.  Our internet website address is www.cubesmart.com.  You also can obtain on our website, free of charge, a copy of our annual report on Form 10-K, the Operating Partnership’s registration statement on Form 10, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC.  Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Report.

 

Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee.  Copies of each of these documents are also available in print free of charge, upon request by any shareholder.  You can obtain copies of these documents by contacting Investor Relations by mail at 5 Old Lancaster Road, Malvern, PA 19355.

 

ITEM 1A.  RISK FACTORS

 

Overview

 

An investment in our securities involves various risks.  Investors should carefully consider the risks set forth below together with other information contained in this Report. These risks are not the only ones that we may face. Additional risks not presently known to us, or that we currently consider immaterial, may also impair our business, financial condition, operating results, and ability to make distributions to our shareholders.

 

Risks Related to our Business and Operations

 

Adverse macroeconomic and business conditions may significantly and negatively affect our rental rates, occupancy levels and therefore our results of operations.

 

We are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets.  Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

 

It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general.  Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability, and results of operations.

 

Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.

 

Many states and jurisdictions are facing severe budgetary problems.  Action that may be taken in response to these problems, such as increases in property taxes on commercial facilities, changes to sales taxes or other governmental efforts, including mandating medical insurance for employees, could adversely impact our business and results of operations.

 

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Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.

 

We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics, and other factors.  Our facilities in Florida, New York, Texas, and California accounted for approximately 18%, 16%, 10% and 8%, respectively, of our total 2015 revenues.  As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas.  Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate, could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.

 

We face risks associated with facility acquisitions.

 

We intend to continue to acquire individual and portfolios of self-storage facilities. The purchase agreements that we enter into in connection with facility acquisitions typically contain closing conditions that need to be satisfied before the acquisitions can be consummated. The satisfaction of many of these conditions is outside of our control, and we therefore cannot assure you that any of our pending or future acquisitions will be consummated. These conditions include, among other things, satisfactory examination of the title to the facilities, the ability to obtain title insurance and customary closing conditions.  Moreover, in the event we are unable to complete pending or future acquisitions, we may have incurred significant legal, accounting, and other transaction costs in connection with such acquisitions without realizing the expected benefits.

 

Those acquisitions that we do consummate would increase our size and may potentially alter our capital structure.  Although we believe that future acquisitions that we complete will enhance our financial performance, the success of acquisitions is subject to the risks that:

 

·

acquisitions may fail to perform as expected;

 

·

the actual costs of repositioning or redeveloping acquired facilities may be higher than our estimates;

 

·

we may be unable to obtain acquisition financing on favorable terms;

 

·

acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;

 

·

there is only limited recourse, or no recourse, to the former owners of newly acquired facilities for unknown or undisclosed liabilities such as the clean-up of undisclosed environmental contamination; claims by customers, vendors, or other persons arising on account of actions or omissions of the former owners of the facilities; and claims by local governments, adjoining facility owners, facility owner associations, and easement holders for fees, assessments, or taxes on other facility-related changes.  As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it, which could adversely affect our financial results and cash flow.

 

In addition, we do not always obtain third-party appraisals of acquired facilities (and instead rely on value determinations by our senior management) and the consideration we pay in exchange for those facilities may exceed the value determined by third-party appraisals.

 

We will incur costs and will face integration challenges when we acquire additional facilities.

 

As we acquire or develop additional self-storage facilities, we will be subject to risks associated with integrating and managing new facilities, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing information management capacity.  In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations.  Furthermore, our income may decline because we will be required to expense acquisition-related costs and amortize in future periods costs for acquired goodwill and other intangible assets.  Our failure to successfully integrate any future acquisitions into our portfolio could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

 

The acquisition of new facilities that lack operating history with us will make it more difficult to predict revenue potential.

 

We intend to continue to acquire additional facilities.  These acquisitions could fail to perform in accordance with expectations.  If we fail to accurately estimate occupancy levels, rental rates, operating costs, or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations.  Acquired facilities may

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have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered.  We cannot assure that the performance of facilities acquired by us will increase or be maintained under our management.

 

Our development activities may be more costly or difficult to complete than we anticipate.

 

We intend to continue to develop self-storage facilities where market conditions warrant such investment.  Once made, these investments may not produce results in accordance with our expectations.  Risks associated with development and construction activities include:

 

·

the unavailability of favorable financing sources in the debt and equity markets;

 

·

construction cost overruns, including on account of rising interest rates, diminished availability of materials and labor, and increases in the costs of materials and labor;

 

·

construction delays and failure to achieve target occupancy levels and rental rates, resulting in a lower than projected return on our investment; and

 

·

complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy, and other governmental permits.

 

We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations, and/or make distributions to shareholders.

 

We depend on external sources of capital to fund acquisitions and facility development, to satisfy our debt obligations and to make distributions to our shareholders required to maintain our status as a REIT, and these sources of capital may not be available on favorable terms, if at all.  Our access to external sources of capital depends on a number of factors, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes.  If we are unable to obtain external sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.

 

Rising operating expenses could reduce our cash flow and funds available for future distributions.

 

Our facilities and any other facilities we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us.  Our facilities are subject to increases in operating expenses such as real estate and other taxes, personnel costs including the cost of providing specific medical coverage to our employees, utilities, insurance, administrative expenses, and costs for repairs and maintenance.  If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.

 

We cannot assure our ability to pay dividends in the future.

 

Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed.  This, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code.  We have not established a minimum dividends payment level, and all future distributions will be made at the discretion of our Board.  Our ability to pay dividends will depend upon, among other factors:

 

·

the operational and financial performance of our facilities;

 

·

capital expenditures with respect to existing and newly acquired facilities;

 

·

general and administrative costs associated with our operation as a publicly-held REIT;

 

·

maintenance of our REIT status;

 

·

the amount of, and the interest rates on, our debt;

 

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·

the absence of significant expenditures relating to environmental and other regulatory matters; and

 

·

other risk factors described in this Report.

 

Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.

 

If we are unable to promptly re-let our cubes or if the rates upon such re-letting are significantly lower than expected, then our business and results of operations would be adversely affected.

 

We derive revenues principally from rents received from customers who rent cubes at our self-storage facilities under month-to-month leases.  Any delay in re-letting cubes as vacancies arise would reduce our revenues and harm our operating results.  In addition, lower than expected rental rates upon re-letting could adversely affect our revenues and impede our growth.

 

Facility ownership through joint ventures may limit our ability to act exclusively in our interest.

 

We have in the past co-invested with, and we may continue to co-invest with, third parties through joint ventures.  In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the facilities owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.  Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives.  Such investments also have the potential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures, and/or financing.  Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business.  In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

 

We face significant competition for customers and acquisition and development opportunities.

 

Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our facilities.  We compete with numerous developers, owners, and operators of self-storage facilities, including other REITs, some of which own or may in the future own facilities similar to ours in the same submarkets in which our facilities are located and some of which may have greater capital resources.  In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners, and operators have the capability to build additional facilities that may compete with our facilities.

 

If our competitors build new facilities that compete with our facilities or offer space at rental rates below the rental rates we currently charge our customers, we may lose potential customers, and we may be pressured to reduce our rental rates below those we currently charge in order to retain customers when our customers’ leases expire.  As a result, our financial condition, cash flow, cash available for distribution, market price of our shares, and ability to satisfy our debt service obligations could be materially adversely affected.  In addition, increased competition for customers may require us to make capital improvements to our facilities that we would not have otherwise made.  Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.

 

We also face significant competition for acquisitions and development opportunities.  Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities.  These competitors may also be willing to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices.  This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.

 

We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses, or restrict the operation of our business.

 

We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business.  Any such dispute could result in litigation between us and the other parties.  Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation,

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settlement, or otherwise), which would detract from our management’s ability to focus on our business.  Any such resolution could involve the payment of damages or expenses by us, which may be significant.  In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.

 

There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours.  Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.

 

We also could be sued for personal injuries and/or property damage occurring on our facilities.  We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits.  There can be no assurance that such coverage will cover all costs and expenses from such suits.

 

Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.

 

We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the facilities in our portfolio.  We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice.  We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates.  Some of our policies, such as those covering losses due to terrorism, hurricanes, floods, and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses.  If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility.  Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed.  In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.

 

Our insurance coverage may not comply with certain loan requirements.

 

Certain of our facilities serve as collateral for our mortgage-backed debt, some of which we assumed in connection with our acquisition of facilities and requires us to maintain insurance at levels and on terms that are not commercially reasonable in the current insurance environment.  We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants.  If we cannot comply with a lender’s requirements, the lender could declare a default, which could affect our ability to obtain future financing and have a material adverse effect on our results of operations and cash flows and our ability to obtain future financing.  In addition, we may be required to self-insure against certain losses or our insurance costs may increase.

 

Potential liability for environmental contamination could result in substantial costs.

 

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities.  If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.

 

Under various federal, state and local laws, ordinances, and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination.  Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances.  The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such facility or to borrow using such facility as collateral.  In addition, in connection with the ownership, operation, and management of facilities, we are potentially liable for property damage or injuries to persons and property.

 

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities.  We carry environmental insurance coverage on certain facilities in our portfolio.  We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities).  The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us.  However, we cannot assure that our

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environmental assessments have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not actually known to us, or that a material environmental condition does not otherwise exist with respect to any of our facilities.

 

Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.

 

Under the ADA, all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons.  A number of other federal, state and local laws may also impose access and other similar requirements at our facilities.  A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance.  Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance.  If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.

 

Privacy concerns could result in regulatory changes that may harm our business.

 

Personal privacy has become a significant issue in the jurisdictions in which we operate.  Many jurisdictions in which we operate have imposed restrictions and requirements on the use of personal information by those collecting such information.  Changes to law or regulations affecting privacy, if applicable to our business, could impose additional costs and liability on us and could limit our use and disclosure of such information.

 

We face system security risks as we depend upon automated processes and the Internet.

 

We are increasingly dependent upon automated information technology processes and Internet commerce, and many of our new customers come from the telephone or over the Internet.  Moreover, the nature of our business involves the receipt and retention of personal information about our customers.  We also rely extensively on third-party vendors to retain data, process transactions and provide other systems and services.  These systems, and our systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, and other destructive or disruptive security breaches and catastrophic events, such as a natural disaster or a terrorist event or cyber-attack.  In addition, experienced computer programmers may be able to penetrate our security systems and misappropriate our confidential information, create system disruptions, or cause shutdowns. Such data security breaches as well as system disruptions and shutdowns could result in additional costs to repair or replace such networks or information systems and possible legal liability, including government enforcement actions and private litigation.  In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue leasing at our self-storage facilities.  Such events could lead to lost future revenues and adversely affect our results of operations.

 

Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.

 

Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities.  Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flow.  Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.

 

Risks Related to the Real Estate Industry

 

Our performance and the value of our self-storage facilities are subject to risks associated with our facilities and with the real estate industry.

 

Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our facilities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected.  Events or conditions beyond our control that may adversely affect our operations or the value of our facilities include but are not limited to:

 

·

downturns in the national, regional, and local economic climate;

 

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·

local or regional oversupply, increased competition, or reduction in demand for self-storage space;

 

·

vacancies or changes in market rents for self-storage space;

 

·

inability to collect rent from customers;

 

·

increased operating costs, including maintenance, insurance premiums, and real estate taxes;

 

·

changes in interest rates and availability of financing;

 

·

hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts, or acts of war that may result in uninsured or underinsured losses;

 

·

significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance, and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a facility;

 

·

costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment, and taxes; and

 

·

the relative illiquidity of real estate investments.

 

In addition, prolonged periods of economic slowdown or recession, rising interest rates, or declining demand for self-storage, or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.

 

Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.

 

Because our portfolio of facilities consists primarily of self-storage facilities, we are subject to risks inherent in investments in a single industry.  A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.  Demand for self-storage space could be adversely affected by weakness in the national, regional, and local economies, changes in supply of, or demand for, similar or competing self-storage facilities in an area, and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue.  Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.

 

Because real estate is illiquid, we may not be able to sell facilities when appropriate.

 

Real estate property investments generally cannot be sold quickly.  Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than for sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest.  Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.

 

Risks Related to our Qualification and Operation as a REIT

 

Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.

 

We operate our business to qualify to be taxed as a REIT for federal income tax purposes.  We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Report are not binding on the IRS or any court.  As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders.  Many of the REIT requirements, however, are highly technical and complex.  The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control.  For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.  In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers.  We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income, excluding net capital gains.  The fact that we hold substantially all of our

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assets through the Operating Partnership and its subsidiaries and joint ventures further complicates the application of the REIT requirements for us.  Even a technical or inadvertent mistake could jeopardize our REIT status, and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT.  Changes to rules governing REITS were made by the Protecting Americans From Tax Hikes Act of 2015, signed into law on December 18, 2015, and Congress and the IRS might make further changes to the tax laws and regulations, and the courts might issue new rulings that make it more difficult, or impossible, for us to remain qualified as a REIT.  If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.

 

If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income.  As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long-term capital gains to individual shareholders at favorable rates.  We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes.  We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions.  If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders.  This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.

 

Furthermore, as a result of our acquisition of all the issued and outstanding shares of common stock of a privately held self-storage REIT (“PSI”), we now own a subsidiary REIT. PSI is independently subject to, and must comply with, the same REIT requirements that we must satisfy in order to qualify as a REIT, together with all other rules applicable to REITs. If PSI fails to qualify as a REIT and certain statutory relief provisions do not apply, as a result of a protective election made jointly by PSI and CubeSmart, PSI will be taxed as a taxable REIT subsidiary. See the section entitled “Taxation of CubeSmart−Requirements for Qualification−Taxable REIT Subsidiaries” in Exhibit 99.1 for more information regarding taxable REIT subsidiaries.

 

Failure of the Operating Partnership (or a subsidiary partnership or joint venture) to be treated as a partnership would have serious adverse consequences to our shareholders.

 

If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships or joint ventures for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership or joint venture would be taxable as a corporation.  In such event we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership, a subsidiary partnership, or joint venture would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.

 

To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

 

As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income, excluding net capital gains, which may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates.  Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.

 

We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.

 

Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property.  For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains.  Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax.  In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business.  The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale.  We cannot guarantee that sales of our facilities would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.

 

In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax.  We have elected to treat some of our subsidiaries as taxable REIT subsidiaries, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future.  In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a

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taxable REIT subsidiary will be subject to an appropriate level of federal income taxation.  For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT.  In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties.  Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs.  To the extent that we and our affiliates are required to pay federal, state, and local taxes, we will have less cash available for distributions to our shareholders.

 

We face possible federal, state, and local tax audits.

 

Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but are subject to certain state and local taxes.  Certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits.  Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue.  Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material.  However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

 

Risks Related to our Debt Financings

 

We face risks related to current debt maturities, including refinancing risk.

 

Certain of our mortgages, bank loans, and unsecured debt (including our senior notes) will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.”   We may not have the cash resources available to repay those amounts, and we may have to raise funds for such repayment either through the issuance of equity or debt securities, additional bank borrowings (which may include extension of maturity dates), joint ventures, or asset sales.  Furthermore, we are restricted from incurring certain additional indebtedness and making certain other changes to our capital and debt structure under the terms of the senior notes and the indenture governing the senior notes.

 

There can be no assurance that we will be able to refinance our debt on favorable terms or at all.  To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of facilities on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors

 

As a result of our interest rate hedges, swap agreements and other, similar arrangements, we face counterparty risks.

 

We may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps, and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements.  Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements.  There is no assurance that our potential counterparties on these agreements will perform their obligations under such agreements.

 

Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.

 

Recently, domestic financial markets have experienced extreme volatility and uncertainty.  At times in recent years liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for which we historically sought financing.  Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms; there can be no assurance that we will be able to continue to issue common or preferred equity securities at a reasonable price.  Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.

 

The terms and covenants relating to our indebtedness could adversely impact our economic performance.

 

Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance outstanding indebtedness at maturity.  If our debt cannot be paid, refinanced, or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new facilities.  Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes.  Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders.  If we do not meet our debt service obligations, any facilities securing such indebtedness could be

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foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.

 

Our Credit Facility contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and net worth tests.  Our ability to borrow under the Credit Facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants.  In the event that we fail to satisfy these covenants, we would be in default under the Credit Facility and may be required to repay such debt with capital from other sources.  Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.  Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.  Similarly, the indenture under which we have issued unsecured senior notes contains customary financial covenants, including limitations on incurrence of additional indebtedness.

 

Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders.  Rising interest rates could also restrict our ability to refinance existing debt when it matures.  In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.

 

Our organizational documents contain no limitation on the amount of debt we may incur.  As a result, we may become highly leveraged in the future.

 

Our organizational documents do not limit the amount of indebtedness that we may incur.  We could alter the balance between our total outstanding indebtedness and the value of our assets at any time.  If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

 

Risks Related to our Organization and Structure

 

We are dependent upon our senior management team whose continued service is not guaranteed.

 

Our executive team, including our named executive officers, has extensive self-storage, real estate, and public company experience.  Although we have employment agreements with members of our senior management team, we cannot provide any assurance that any of them will remain in our employment.  The loss of services of one or more members of our senior management team could adversely affect our operations and our future growth.

 

We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training, and retaining skilled field personnel may adversely affect our rental revenues.

 

As of December 31, 2015, we had 1,621 property-level personnel involved in the management and operation of our facilities.  The customer service, marketing skills, and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities.  We compete with various other companies in attracting and retaining qualified and skilled personnel. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel.  If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

 

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

 

Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:

 

·

“business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an

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interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and

 

·

“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.

 

We have opted out of these provisions of Maryland law.  However, our Board may opt to make these provisions applicable to us at any time without shareholder approval.

 

Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board, and (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board with greater authority.  Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.

 

Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.

 

Our Board has adopted policies with respect to certain activities.  These policies may be amended or revised from time to time at the discretion of our Board without a vote of our shareholders.  This means that our shareholders have limited control over changes in our policies.  Such changes in our policies intended to improve, expand, or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations, and share price.

 

Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.

 

Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.  Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken by them in those capacities on our behalf, to the extent permitted by Maryland law.  Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our shareholders’ ability to recover damages from that Trustee or officer will be limited.

 

Our declaration of trust permits our Board to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.

 

Our declaration of trust permits our Board to issue up to 40,000,000 preferred shares, of which 3,100,000 shares have already been issued, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board.  In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares.  Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance.  In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.

 

Risks Related to our Securities

 

Additional issuances of equity securities may be dilutive to shareholders.

 

The interests of our shareholders could be diluted if we issue additional equity securities to finance future acquisitions or developments or to repay indebtedness.  Our Board may authorize the issuance of additional equity securities, including preferred shares, without shareholder approval.  Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity.

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Many factors could have an adverse effect on the market value of our securities.

 

A number of factors might adversely affect the price of our securities, many of which are beyond our control.  These factors include:

 

·

increases in market interest rates, relative to the dividend yield on our shares.  If market interest rates go up, prospective purchasers of our securities may require a higher yield.  Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution.  Thus, higher market interest rates could cause the market price of our equity securities to go down;

 

·

anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);

 

·

perception by market professionals of REITs generally and REITs comparable to us in particular;

 

·

level of institutional investor interest in our securities;

 

·

relatively low trading volumes in securities of REITs;

 

·

our results of operations and financial condition;

 

·

investor confidence in the stock market generally; and

 

·

additions and departures of key personnel.

 

The market value of our equity securities is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions.  Consequently, our equity securities may trade at prices that are higher or lower than our net asset value per equity security.  If our future earnings or cash distributions are less than expected, it is likely that the market price of our equity securities will diminish.

 

The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.

 

The market price of our common shares has been subject to significant fluctuation and may continue to fluctuate or decline.  Between January 1, 2013 and December 31, 2015, the price of our common shares has ranged from a high of $31.42 (on December 29, 2015) to a low of $14.24 (on February 21, 2013).  In the past several years, REIT securities have experienced high levels of volatility and significant increases in value from their historic lows.

 

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.  If our share price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.

 

ITEM 1B.  UNRESOLVED STAFF COMMENTS

 

None.

 

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ITEM 2.  PROPERTIES

 

Overview

 

As of December 31, 2015, we owned 445 self-storage facilities that contain approximately 30.4 million rentable square feet and are located in 22 states and the District of Columbia.  The following table sets forth summary information regarding our facilities by state as of December 31, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

    

Total

    

% of Total

    

    

 

 

 

Number of

 

Number of

 

Rentable

 

Rentable

 

Period-end

 

State

 

Facilities

 

Units

 

Square Feet

 

Square Feet

 

Occupancy

 

 

 

 

 

 

 

 

 

 

 

 

 

Florida

 

74

 

53,190

 

5,524,633

 

18.2

%  

93.5

%  

Texas

 

54

 

30,651

 

3,644,255

 

12.0

%  

90.0

%  

California

 

40

 

25,511

 

2,826,779

 

9.3

%  

93.6

%  

New York

 

40

 

45,979

 

2,760,349

 

9.1

%  

83.9

%  

Illinois

 

37

 

21,241

 

2,327,089

 

7.7

%  

90.5

%  

Arizona

 

31

 

17,409

 

1,894,651

 

6.2

%  

87.5

%  

New Jersey

 

25

 

16,470

 

1,673,642

 

5.5

%  

91.5

%  

Georgia

 

18

 

10,902

 

1,325,634

 

4.4

%  

92.4

%  

Ohio

 

20

 

11,056

 

1,279,535

 

4.2

%  

88.5

%  

Maryland

 

15

 

11,967

 

1,228,075

 

4.0

%  

92.0

%  

Connecticut

 

21

 

9,722

 

1,101,283

 

3.6

%  

90.3

%  

Virginia

 

10

 

7,862

 

787,749

 

2.6

%  

83.2

%  

Pennsylvania

 

9

 

6,020

 

610,627

 

2.0

%  

89.8

%  

Massachusetts

 

10

 

6,528

 

601,859

 

2.0

%  

84.6

%  

Tennessee

 

7

 

4,267

 

588,162

 

1.9

%  

91.0

%  

North Carolina

 

8

 

4,843

 

573,677

 

1.9

%  

90.0

%  

Colorado

 

9

 

4,771

 

568,069

 

1.9

%  

87.3

%  

Utah

 

4

 

2,245

 

239,823

 

0.8

%  

91.7

%  

Rhode Island

 

4

 

1,978

 

237,099

 

0.8

%  

92.0

%  

New Mexico

 

3

 

1,619

 

182,261

 

0.6

%  

92.5

%  

Nevada

 

3

 

1,426

 

172,532

 

0.6

%  

90.5

%  

Washington DC

 

2

 

1,798

 

145,967

 

0.5

%  

84.6

%  

Indiana

 

1

 

574

 

67,604

 

0.2

%  

87.2

%  

Total/Weighted Average

 

445

 

298,029

 

30,361,354

 

100.0

%  

90.2

%  

 

24


 

Table of Contents

Our Facilities

 

The following table sets forth additional information with respect to each of our owned facilities as of December 31, 2015. Our ownership of each facility consists of a fee interest in the facility held by our Operating Partnership, or one of its subsidiaries, except for seven of our facilities, which are subject to ground leases.  In addition, small parcels of land at two of our other facilities are subject to ground leases.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Chandler I, AZ

 

2005 

 

1985 

 

47,430

 

87.4

%  

446

 

Y

 

11.4

%  

Chandler II, AZ

 

2013 

 

2008 

 

83,644

 

89.1

%  

1,180

 

N

 

77.0

%  

Gilbert, AZ

 

2013 

 

2010 

 

57,430

 

91.2

%  

439

 

Y

 

83.4

%  

Glendale, AZ

 

1998 

 

1987 

 

56,807

 

93.4

%  

519

 

Y

 

0.0

%  

Green Valley, AZ

 

2005 

 

1985 

 

25,050

 

98.9

%  

265

 

N

 

8.6

%  

Mesa I, AZ

 

2006 

 

1985 

 

52,475

 

93.5

%  

497

 

N

 

0.0

%  

Mesa II, AZ

 

2006 

 

1981 

 

45,511

 

87.9

%  

395

 

Y

 

16.9

%  

Mesa III, AZ

 

2006 

 

1986 

 

59,629

 

87.5

%  

522

 

Y

 

15.8

%  

Peoria, AZ

 

2015

 

2005

 

110,710

 

89.1

%  

929

 

N

 

35.8

%  

Phoenix I, AZ

 

2006 

 

1987

 

101,025

 

90.7

%  

747

 

Y

 

21.6

%  

Phoenix II, AZ

 

2006

 

1974

 

83,160

 

94.9

%  

809

 

Y

 

6.7

%  

Phoenix III, AZ

 

2014

 

2009

 

121,931

 

87.1

%  

823

 

N

 

74.1

%  

Queen Creek, AZ

 

2015

 

2013

 

94,462

 

59.9

%  

628

 

Y

 

61.3

%  

Scottsdale, AZ

 

1998

 

1995

 

79,525

 

94.6

%  

652

 

Y

 

20.5

%  

Surprise, AZ

 

2015

 

2006

 

72,600

 

73.5

%  

611

 

N

 

100.0

%  

Tempe I, AZ

 

2005

 

1975

 

53,890

 

94.9

%  

405

 

Y

 

18.9

%  

Tempe II, AZ

 

2013

 

2007

 

68,484

 

67.5

%  

746

 

Y

 

86.6

%  

Tucson I, AZ

 

1998

 

1974

 

59,800

 

89.3

%  

492

 

Y

 

0.0

%  

Tucson II, AZ

 

1998

 

1988

 

43,950

 

90.2

%  

537

 

Y

 

100.0

%  

Tucson III, AZ

 

2005 

 

1979

 

49,832

 

90.0

%  

493

 

N

 

0.0

%  

Tucson IV, AZ

 

2005 

 

1982 

 

48,040

 

94.6

%  

500

 

Y

 

13.5

%  

Tucson V, AZ

 

2005 

 

1982

 

45,134

 

92.6

%  

419

 

Y

 

11.4

%  

Tucson VI, AZ

 

2005 

 

1982

 

40,814

 

96.2

%  

413

 

Y

 

13.3

%  

Tucson VII, AZ

 

2005 

 

1982

 

52,688

 

93.8

%  

597

 

Y

 

7.0

%  

Tucson VIII, AZ

 

2005 

 

1979

 

46,650

 

88.4

%  

442

 

Y

 

0.0

%  

Tucson IX, AZ

 

2005 

 

1984

 

67,520

 

86.0

%  

599

 

Y

 

6.2

%  

Tucson X, AZ

 

2005 

 

1981

 

46,350

 

87.9

%  

413

 

N

 

0.0

%  

Tucson XI, AZ

 

2005 

 

1974

 

42,940

 

86.3

%  

404

 

Y

 

0.0

%  

Tucson XII, AZ

 

2005 

 

1974

 

42,225

 

92.3

%  

432

 

Y

 

3.9

%  

Tucson XIII, AZ

 

2005 

 

1974

 

45,850

 

83.9

%  

496

 

Y

 

0.0

%  

Tucson XIV, AZ

 

2005

 

1976

 

49,095

 

90.6

%  

559

 

Y

 

29.4

%  

Benicia, CA

 

2005 

 

1988/93/05

 

74,770

 

94.8

%  

728

 

Y

 

0.0

%  

Citrus Heights, CA

 

2005

 

1987

 

75,620

 

94.2

%  

681

 

Y

 

0.0

%  

Corona, CA

 

2014

 

2014

 

95,125

 

93.8

%  

971

 

N

 

6.9

%  

Diamond Bar, CA

 

2005

 

1988

 

103,284

 

95.9

%  

905

 

Y

 

0.0

%  

Escondido, CA

 

2007

 

2002

 

143,345

 

93.9

%  

1,247

 

Y

 

11.8

%  

Fallbrook, CA

 

1997

 

1985/88

 

45,976

 

95.5

%  

444

 

Y

 

0.0

%  

Fremont, CA

 

2014

 

1987

 

51,243

 

94.1

%  

526

 

Y

 

0.6

%  

Lancaster, CA

 

2001

 

1987

 

60,450

 

91.4

%  

349

 

Y

 

0.0

%  

Long Beach, CA

 

2006

 

1974

 

124,571

 

96.2

%  

1,356

 

Y

 

0.0

%  

Murrieta, CA

 

2005 

 

1996

 

49,815

 

95.7

%  

446

 

Y

 

4.9

%  

 

 

25


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

North Highlands, CA

 

2005

 

1980

 

57,169

 

91.6

%  

473

 

Y

 

0.0

%  

Ontario, CA

 

2014

 

1986

 

93,590

 

96.7

%  

845

 

Y

 

0.0

%  

Orangevale, CA

 

2005

 

1980

 

50,542

 

96.6

%  

528

 

Y

 

0.0

%  

Pleasanton, CA

 

2005

 

2003

 

83,600

 

91.3

%  

761

 

Y

 

0.0

%  

Rancho Cordova, CA

 

2005

 

1979

 

53,978

 

95.1

%  

460

 

Y

 

0.0

%  

Rialto I, CA

 

2006

 

1987

 

57,391

 

91.7

%  

444

 

Y

 

0.0

%  

Rialto II, CA

 

1997

 

1980

 

99,783

 

94.5

%  

717

 

Y

 

0.0

%  

Riverside I, CA

 

2006

 

1977

 

67,020

 

91.6

%  

645

 

Y

 

0.0

%  

Riverside II, CA

 

2006

 

1985

 

85,026

 

94.1

%  

812

 

Y

 

5.5

%  

Roseville, CA

 

2005

 

1979

 

59,944

 

93.5

%  

552

 

Y

 

0.0

%  

Sacramento I, CA

 

2005

 

1979

 

50,764

 

92.5

%  

553

 

Y

 

0.0

%  

Sacramento II, CA

 

2005

 

1986

 

62,088

 

91.1

%  

552

 

Y

 

0.0

%  

San Bernardino I, CA

 

1997

 

1987

 

31,070

 

95.3

%  

240

 

N

 

0.0

%  

San Bernardino II, CA

 

1997

 

1991

 

41,546

 

93.7

%  

373

 

Y

 

0.0

%  

San Bernardino III, CA

 

1997

 

1985/92

 

35,416

 

91.1

%  

367

 

N

 

0.0

%  

San Bernardino IV, CA

 

2005

 

2002/04

 

83,307

 

93.6

%  

703

 

Y

 

12.3

%  

San Bernardino V, CA

 

2006

 

1974

 

56,745

 

93.7

%  

475

 

Y

 

6.9

%  

San Bernardino VII, CA

 

2006

 

1978

 

78,753

 

89.8

%  

610

 

Y

 

2.5

%  

San Bernardino VIII, CA

 

2006

 

1977

 

98,819

 

88.1

%  

802

 

Y

 

0.0

%  

San Marcos, CA

 

2005

 

1979

 

37,425

 

93.4

%  

243

 

Y

 

0.0

%  

Santa Ana, CA

 

2006

 

1984

 

64,071

 

92.0

%  

730

 

Y

 

4.1

%  

South Sacramento, CA

 

2005

 

1979

 

52,440

 

91.7

%  

413

 

Y

 

0.0

%  

Spring Valley, CA

 

2006

 

1980

 

55,035

 

92.5

%  

713

 

Y

 

0.0

%  

Temecula I, CA

 

1998

 

1985/03

 

81,330

 

89.5

%  

703

 

Y

 

45.8

%  

Temecula II, CA

 

2007

 

2003

 

84,393

 

96.0

%  

654

 

Y

 

54.7

%  

Vista I, CA

 

2001

 

1988

 

74,238

 

94.8

%  

622

 

Y

 

0.0

%  

Vista II, CA

 

2005

 

2001/02/03

 

147,871

 

95.3

%  

1,290

 

Y

 

3.7

%  

Walnut, CA

 

2005

 

1987

 

50,708

 

95.9

%  

537

 

Y

 

15.8

%  

West Sacramento, CA

 

2005

 

1984

 

40,015

 

93.5

%  

478

 

Y

 

0.0

%  

Westminster, CA

 

2005

 

1983/98

 

68,503

 

95.2

%  

563

 

Y

 

0.0

%  

Aurora, CO

 

2005

 

1981

 

75,867

 

89.6

%  

617

 

Y

 

0.0

%  

Colorado Springs I, CO

 

2005

 

1986

 

47,975

 

89.8

%  

466

 

Y

 

0.0

%  

Colorado Springs II, CO

 

2006

 

2001

 

62,400

 

80.8

%  

433

 

Y

 

0.0

%  

Denver I, CO

 

2006

 

1997

 

59,200

 

89.4

%  

449

 

Y

 

0.0

%  

Denver II, CO

 

2012

 

2007

 

74,465

 

88.2

%  

678

 

N

 

94.9

%  

Federal Heights, CO

 

2005

 

1980

 

54,770

 

90.6

%  

549

 

Y

 

0.0

%  

Golden, CO

 

2005

 

1985

 

87,800

 

91.9

%  

640

 

Y

 

1.6

%  

Littleton, CO

 

2005

 

1987

 

53,490

 

88.4

%  

442

 

Y

 

64.2

%  

Northglenn, CO

 

2005

 

1980

 

52,102

 

73.9

%  

497

 

Y

 

0.0

%  

Bloomfield, CT

 

1997

 

1987/93/94

 

48,700

 

90.2

%  

444

 

Y

 

8.7

%  

Branford, CT

 

1995

 

1986

 

50,679

 

91.8

%  

431

 

Y

 

3.5

%  

Bristol, CT

 

2005

 

1989/99

 

47,725

 

89.1

%  

471

 

N

 

31.7

%  

East Windsor, CT

 

2005

 

1986/89

 

46,016

 

88.1

%  

303

 

N

 

0.0

%  

Enfield, CT

 

2001

 

1989

 

52,875

 

89.2

%  

371

 

Y

 

0.0

%  

Gales Ferry, CT

 

1995

 

1987/89

 

54,905

 

88.4

%  

611

 

N

 

9.3

%  

 

 

26


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Manchester I, CT (6)

 

2002

 

1999/00/01

 

46,925

 

90.7

%  

465

 

N

 

43.7

%  

Manchester II, CT

 

2005

 

1984

 

52,725

 

93.6

%  

399

 

N

 

0.0

%  

Manchester III, CT

 

2014

 

2009

 

60,113

 

93.6

%  

583

 

N

 

87.0

%  

Milford, CT

 

1996

 

1975

 

44,885

 

89.7

%  

374

 

Y

 

6.9

%  

Monroe, CT

 

2005

 

1996/03

 

58,500

 

93.7

%  

398

 

N

 

0.0

%  

Mystic, CT

 

1996

 

1975/86

 

50,825

 

92.0

%  

561

 

Y

 

4.6

%  

Newington I, CT

 

2005

 

1978/97

 

42,620

 

82.2

%  

248

 

N

 

0.0

%  

Newington II, CT

 

2005

 

1979/81

 

36,140

 

93.7

%  

195

 

N

 

0.0

%  

Norwalk, CT

 

2012

 

2009

 

30,348

 

90.1

%  

349

 

N

 

100.0

%  

Old Saybrook I, CT

 

2005

 

1982/88/00

 

86,950

 

89.1

%  

720

 

N

 

10.8

%  

Old Saybrook II, CT

 

2005

 

1988/02

 

26,425

 

90.2

%  

254

 

N

 

71.5

%  

Shelton, CT

 

2011

 

2007

 

78,430

 

90.6

%  

856

 

Y

 

93.9

%  

South Windsor, CT

 

1996

 

1976

 

72,075

 

92.1

%  

555

 

Y

 

1.4

%  

Stamford, CT

 

2005

 

1997

 

28,907

 

95.3

%  

363

 

N

 

38.6

%  

Wilton, CT

 

2012

 

1966

 

84,515

 

86.0

%  

771

 

Y

 

66.6

%  

Washington I, DC

 

2008

 

2002

 

63,085

 

81.9

%  

755

 

Y

 

97.1

%  

Washington II, DC

 

2011

 

1929/98

 

82,882

 

86.7

%  

1,043

 

N

 

99.5

%  

Boca Raton, FL

 

2001

 

1998

 

37,958

 

92.2

%  

605

 

N

 

70.2

%  

Boynton Beach I, FL

 

2001

 

1999

 

61,725

 

90.9

%  

753

 

Y

 

62.0

%  

Boynton Beach II, FL

 

2005

 

2001

 

61,514

 

93.6

%  

574

 

Y

 

88.5

%  

Boynton Beach III, FL

 

2014

 

2001

 

67,393

 

91.6

%  

720

 

N

 

100.0

%  

Boynton Beach IV, FL

 

2015

 

2002

 

78,765

 

93.5

%  

632

 

N

 

83.8

%  

Bradenton I, FL

 

2004

 

1979

 

68,373

 

94.8

%  

587

 

N

 

7.1

%  

Bradenton II, FL

 

2004

 

1996

 

87,958

 

93.9

%  

828

 

Y

 

46.1

%  

Cape Coral I, FL

 

2000

 

2000

 

76,842

 

94.8

%  

872

 

Y

 

90.4

%  

Cape Coral II, FL

 

2014

 

2007

 

67,955

 

92.8

%  

608

 

Y

 

71.0

%  

Coconut Creek I, FL

 

2012

 

2001

 

78,883

 

95.4

%  

757

 

Y

 

53.0

%  

Coconut Creek II, FL

 

2014

 

1999

 

90,176

 

88.4

%  

811

 

N

 

79.6

%  

Dania Beach, FL

 

2004

 

1984

 

180,488

 

93.4

%  

1,778

 

N

 

27.6

%  

Dania, FL

 

1996

 

1988

 

58,145

 

96.2

%  

493

 

Y

 

53.9

%  

Davie, FL

 

2001

 

2001

 

81,235

 

93.5

%  

835

 

Y

 

68.1

%  

Deerfield Beach, FL

 

1998

 

1998

 

57,230

 

93.4

%  

517

 

Y

 

54.9

%  

Delray Beach I, FL

 

2001

 

1999

 

67,833

 

95.4

%  

814

 

Y

 

45.6

%  

Delray Beach II, FL

 

2013

 

1987

 

75,784

 

93.5

%  

1,181

 

N

 

95.4

%  

Delray Beach III, FL

 

2014

 

2006

 

94,395

 

91.8

%  

904

 

N

 

99.6

%  

Ft. Lauderdale I, FL

 

1999

 

1999

 

70,043

 

97.2

%  

694

 

Y

 

54.7

%  

Ft. Lauderdale II, FL

 

2013

 

2007

 

49,608

 

94.2

%  

863

 

N

 

100.0

%  

Ft. Myers I, FL

 

1999

 

1998

 

67,534

 

96.3

%  

591

 

Y

 

84.3

%  

Ft. Myers II, FL

 

2014

 

2001

 

83,125

 

93.3

%  

839

 

Y

 

62.9

%  

Ft. Myers III, FL

 

2014

 

2002

 

81,554

 

95.5

%  

866

 

Y

 

89.3

%  

Jacksonville I, FL

 

2005

 

2005

 

79,705

 

97.1

%  

712

 

N

 

100.0

%  

Jacksonville II, FL

 

2007

 

2004

 

65,070

 

94.3

%  

660

 

N

 

100.0

%  

Jacksonville III, FL

 

2007

 

2003

 

66,040

 

94.6

%  

678

 

N

 

100.0

%  

Jacksonville IV, FL

 

2007

 

2006

 

77,625

 

91.7

%  

713

 

N

 

100.0

%  

Jacksonville V, FL

 

2007

 

2004

 

82,493

 

90.5

%  

708

 

N

 

80.0

%  

Jacksonville VI, FL

 

2014

 

2006

 

67,275

 

92.4

%  

530

 

Y

 

70.9

%  

Kendall, FL

 

2007

 

2003

 

75,495

 

95.7

%  

702

 

N

 

79.4

%  

 

 

27


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Lake Worth I, FL †

 

1998

 

1998/02

 

161,149

 

94.3

%  

1,288

 

Y

 

72.7

%  

Lake Worth II, FL

 

2014

 

2004/08

 

86,924

 

93.2

%  

757

 

Y

 

85.6

%  

Lake Worth III, FL

 

2015

 

2006

 

93,985

 

95.7

%  

776

 

Y

 

42.8

%  

Lakeland, FL

 

1994

 

1988

 

49,079

 

95.1

%  

486

 

Y

 

82.8

%  

Leisure City, FL

 

2012

 

2005

 

56,052

 

95.2

%  

616

 

N

 

69.4

%  

Lutz I, FL

 

2004

 

2000

 

66,795

 

93.5

%  

605

 

Y

 

43.7

%  

Lutz II, FL

 

2004

 

1999

 

69,232

 

93.7

%  

534

 

Y

 

29.5

%  

Margate I, FL †

 

1996

 

1979/81

 

53,660

 

92.8

%  

370

 

Y

 

27.7

%  

Margate II, FL †

 

1996

 

1985

 

65,380

 

94.3

%  

443

 

Y

 

57.8

%  

Merritt Island, FL

 

2002

 

2000

 

50,251

 

94.3

%  

465

 

Y

 

66.4

%  

Miami I, FL

 

1996

 

1995

 

46,500

 

95.3

%  

557

 

Y

 

68.9

%  

Miami II, FL

 

1996

 

1989

 

66,960

 

89.3

%  

569

 

Y

 

18.9

%  

Miami III, FL

 

2005

 

1988/03

 

150,320

 

93.3

%  

1,515

 

N

 

91.1

%  

Miami IV, FL

 

2011

 

2007

 

76,695

 

91.3

%  

927

 

N

 

99.7

%  

Miramar, FL

 

2013

 

2009

 

75,530

 

94.7

%  

746

 

N

 

96.8

%  

Naples I, FL

 

1996

 

1996

 

48,100

 

91.2

%  

314

 

Y

 

46.5

%  

Naples II, FL

 

1997

 

1985

 

65,850

 

94.1

%  

639

 

Y

 

56.2

%  

Naples III, FL

 

1997

 

1981/83

 

80,222

 

93.9

%  

799

 

Y

 

48.7

%  

Naples IV, FL

 

1998

 

1990

 

40,525

 

91.0

%  

429

 

N

 

63.8

%  

New Smyrna Beach, FL

 

2014

 

2001

 

81,454

 

96.8

%  

605

 

N

 

59.6

%  

Ocoee, FL

 

2005

 

1997

 

76,200

 

95.0

%  

626

 

Y

 

22.5

%  

Orange City, FL

 

2004

 

2001

 

59,580

 

91.3

%  

648

 

N

 

52.6

%  

Orlando II, FL

 

2005

 

2002/04

 

63,084

 

94.0

%  

584

 

N

 

81.6

%  

Orlando III, FL

 

2006

 

1988/90/96

 

101,330

 

93.6

%  

825

 

Y

 

21.9

%  

Orlando IV, FL

 

2010

 

2009

 

76,581

 

95.3

%  

641

 

N

 

68.3

%  

Orlando V, FL

 

2012

 

2008

 

75,295

 

93.2

%  

630

 

N

 

91.3

%  

Orlando VI, FL

 

2014

 

2006

 

67,275

 

89.7

%  

574

 

Y

 

35.1

%  

Oviedo, FL

 

2006

 

1988/91

 

49,276

 

83.3

%  

437

 

Y

 

3.6

%  

Palm Coast I, FL

 

2014

 

2001

 

47,400

 

92.8

%  

424

 

Y

 

52.1

%  

Palm Coast II, FL

 

2014

 

1998/04

 

122,490

 

90.5

%  

1,181

 

N

 

42.6

%  

Pembroke Pines, FL

 

1997

 

1997

 

67,321

 

94.4

%  

691

 

Y

 

78.1

%  

Royal Palm Beach II, FL

 

2007

 

2004

 

81,294

 

94.7

%  

755

 

N

 

90.0

%  

Sanford I, FL

 

2006

 

1988/06

 

61,810

 

93.3

%  

440

 

Y

 

35.5

%  

Sanford II, FL

 

2014

 

2000

 

69,780

 

89.7

%  

668

 

N

 

62.1

%  

Sarasota, FL

 

1999

 

1998

 

71,142

 

94.7

%  

526

 

Y

 

60.6

%  

St. Augustine, FL

 

1996

 

1985

 

59,725

 

94.0

%  

714

 

Y

 

26.7

%  

Stuart, FL

 

1997

 

1995

 

87,124

 

96.8

%  

946

 

Y

 

61.9

%  

SW Ranches, FL

 

2007

 

2004

 

64,990

 

90.9

%  

648

 

N

 

88.8

%  

Tampa, FL

 

2007

 

2001/02

 

83,913

 

94.9

%  

777

 

N

 

34.0

%  

West Palm Beach I, FL

 

2001

 

1997

 

66,906

 

93.9

%  

973

 

Y

 

52.4

%  

West Palm Beach II, FL

 

2004

 

1996

 

94,528

 

94.5

%  

833

 

Y

 

76.6

%  

West Palm Beach III, FL

 

2012

 

2008

 

77,440

 

96.8

%  

901

 

Y

 

90.0

%  

West Palm Beach IV, FL

 

2014

 

2004

 

102,912

 

93.6

%  

948

 

N

 

85.3

%  

Winter Park, FL

 

2014

 

2005

 

54,356

 

92.7

%  

535

 

N

 

58.5

%  

Alpharetta, GA

 

2001

 

1996

 

90,501

 

89.7

%  

663

 

Y

 

80.2

%  

 

 

28


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Atlanta, GA

 

2012

 

2008

 

66,675

 

93.6

%  

621

 

N

 

100.0

%  

Austell, GA

 

2006

 

2000

 

83,675

 

94.6

%  

668

 

Y

 

64.2

%  

Decatur, GA

 

1998

 

1986

 

145,280

 

93.2

%  

1,248

 

Y

 

2.5

%  

Duluth, GA

 

2011

 

2009

 

70,885

 

91.5

%  

588

 

N

 

100.0

%  

Lawrenceville, GA

 

2011

 

1999

 

73,640

 

91.0

%  

603

 

Y

 

27.4

%  

Lithia Springs, GA

 

2015

 

2007

 

67,568

 

94.0

%  

581

 

N

 

62.6

%  

Norcross I, GA

 

2001

 

1997

 

85,420

 

94.4

%  

594

 

Y

 

65.4

%  

Norcross II, GA

 

2011

 

1996

 

52,595

 

94.0

%  

400

 

Y

 

62.2

%  

Norcross III, GA

 

2012

 

2007

 

46,955

 

95.7

%  

497

 

N

 

100.0

%  

Norcross IV, GA

 

2012

 

2005

 

57,505

 

92.7

%  

514

 

Y

 

88.8

%  

Peachtree City I, GA

 

2001

 

1997

 

49,875

 

93.0

%  

451

 

N

 

76.2

%  

Peachtree City II, GA

 

2012

 

2005

 

59,950

 

96.0

%  

432

 

N

 

42.9

%  

Smyrna, GA

 

2001

 

2000

 

57,015

 

89.0

%  

500

 

Y

 

98.8

%  

Snellville, GA

 

2007

 

1996/97

 

79,950

 

93.6

%  

788

 

Y

 

20.9

%  

Suwanee I, GA

 

2007

 

2000/03

 

85,125

 

91.1

%  

681

 

Y

 

27.8

%  

Suwanee II, GA

 

2007

 

2005

 

79,590

 

91.1

%  

574

 

N

 

65.8

%  

Villa Rica, GA

 

2015

 

2009

 

73,430

 

85.7

%  

499

 

N

 

63.9

%  

Addison, IL

 

2004

 

1979

 

31,325

 

87.1

%  

367

 

Y

 

0.0

%  

Aurora, IL

 

2004

 

1996

 

73,985

 

92.8

%  

557

 

Y

 

8.6

%  

Bartlett, IL

 

2004

 

1987

 

51,425

 

91.6

%  

403

 

Y

 

32.6

%  

Bellwood, IL

 

2001

 

1999

 

86,550

 

89.3

%  

737

 

Y

 

50.7

%  

Blue Island, IL

 

2015

 

2008

 

55,125

 

93.3

%  

556

 

N

 

100.0

%  

Bolingbrook, IL

 

2014

 

2004

 

80,340

 

89.9

%  

724

 

N

 

77.3

%  

Chicago I, IL

 

2014

 

1935

 

95,745

 

87.2

%  

1,067

 

N

 

96.4

%  

Chicago II, IL

 

2014

 

1953

 

78,710

 

85.2

%  

757

 

N

 

85.4

%  

Chicago III, IL

 

2014

 

1959

 

85,170

 

91.8

%  

1,076

 

N

 

99.7

%  

Chicago IV, IL

 

2015

 

2009

 

60,495

 

90.3

%  

613

 

N

 

100.0

%  

Chicago V, IL

 

2015

 

2008

 

51,775

 

84.9

%  

603

 

N

 

99.8

%  

Countryside, IL

 

2014

 

2002

 

99,881

 

89.8

%  

901

 

N

 

98.7

%  

Des Plaines, IL

 

2004

 

1978

 

69,600

 

94.6

%  

577

 

N

 

0.0

%  

Elk Grove Village, IL

 

2004

 

1987

 

64,104

 

89.7

%  

621

 

Y

 

7.4

%  

Evanston, IL

 

2013

 

2009

 

58,050

 

87.9

%  

593

 

N

 

100.0

%  

Glenview, IL

 

2004

 

1998

 

100,085

 

91.4

%  

738

 

Y

 

100.0

%  

Gurnee, IL

 

2004

 

1987

 

80,300

 

92.9

%  

709

 

Y

 

37.3

%  

Hanover, IL

 

2004

 

1987

 

41,190

 

94.9

%  

416

 

Y

 

2.2

%  

Harvey, IL

 

2004

 

1987

 

60,090

 

91.8

%  

575

 

Y

 

2.8

%  

Joliet, IL

 

2004

 

1993

 

72,865

 

94.9

%  

533

 

Y

 

93.6

%  

Kildeer, IL

 

2004

 

1988

 

46,485

 

93.0

%  

422

 

Y

 

0.0

%  

Lombard, IL

 

2004

 

1981

 

57,391

 

89.4

%  

534

 

Y

 

26.1

%  

Maywood, IL

 

2015

 

2009

 

60,250

 

86.5

%  

650

 

N

 

100.0

%  

Mount Prospect, IL

 

2004

 

1979

 

65,000

 

88.9

%  

576

 

Y

 

10.4

%  

Mundelein, IL

 

2004

 

1990

 

44,700

 

93.5

%  

486

 

Y

 

12.3

%  

North Chicago, IL

 

2004

 

1985

 

53,200

 

95.0

%  

424

 

N

 

0.0

%  

Plainfield I, IL

 

2004

 

1998

 

53,900

 

91.0

%  

402

 

N

 

8.7

%  

Plainfield II, IL

 

2005

 

2000

 

51,900

 

90.9

%  

355

 

N

 

32.5

%  

Schaumburg, IL

 

2004

 

1988

 

31,160

 

90.2

%  

317

 

N

 

5.3

%  

Streamwood, IL

 

2004

 

1982

 

64,305

 

91.3

%  

549

 

N

 

7.6

%  

 

 

29


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Warrenville, IL

 

2005

 

1977/89

 

48,796

 

93.9

%  

378

 

N

 

0.0

%  

Waukegan, IL

 

2004

 

1977

 

79,500

 

90.0

%  

666

 

Y

 

8.1

%  

West Chicago, IL

 

2004

 

1979

 

48,175

 

91.4

%  

434

 

Y

 

0.0

%  

Westmont, IL

 

2004

 

1979

 

53,250

 

94.5

%  

369

 

Y

 

0.0

%  

Wheeling I, IL

 

2004

 

1974

 

54,210

 

87.8

%  

490

 

N

 

0.0

%  

Wheeling II, IL

 

2004

 

1979

 

67,825

 

87.8

%  

602

 

Y

 

9.9

%  

Woodridge, IL

 

2004

 

1987

 

50,232

 

84.7

%  

464

 

Y

 

17.2

%  

Schererville, IN

 

2014

 

2005

 

67,604

 

87.2

%  

574

 

Y

 

40.1

%  

Boston I, MA

 

2010

 

1950

 

33,286

 

82.1

%  

584

 

N

 

99.8

%  

Boston II, MA

 

2002

 

2001

 

60,470

 

89.3

%  

628

 

N

 

98.7

%  

Boston III, MA

 

2014

 

1960

 

108,205

 

88.9

%  

1,099

 

N

 

25.2

%  

Brockton, MA

 

2015

 

1900/70/80

 

74,286

 

61.3

%  

738

 

N

 

0.1

%  

Haverhill, MA

 

2015

 

1900

 

54,890

 

73.2

%  

566

 

N

 

99.8

%  

Lawrence, MA

 

2015

 

1966

 

34,552

 

85.9

%  

409

 

N

 

100.0

%  

Leominster, MA

 

1998

 

1987/88/00

 

54,023

 

90.5

%  

507

 

Y

 

50.7

%  

Medford, MA

 

2007

 

2001

 

58,745

 

94.5

%  

658

 

Y

 

97.1

%  

Stoneham, MA

 

2013

 

2009/11

 

61,000

 

89.1

%  

589

 

N

 

99.8

%  

Tewksbury, MA

 

2014

 

2007

 

62,402

 

92.0

%  

750

 

N

 

100.0

%  

Baltimore, MD

 

2001

 

1999/00

 

93,550

 

91.7

%  

801

 

Y

 

48.8

%  

Beltsville, MD

 

2013

 

2006

 

63,707

 

89.0

%  

648

 

Y

 

9.7

%  

California, MD

 

2004

 

1998

 

77,840

 

93.6

%  

721

 

Y

 

41.2

%  

Capitol Heights, MD

 

2015

 

2013

 

79,625

 

94.4

%  

923

 

Y

 

98.7

%  

Clinton, MD

 

2013

 

2008/10

 

84,225

 

92.9

%  

911

 

Y

 

51.6

%  

District Heights, MD

 

2011

 

2007

 

78,415

 

95.9

%  

959

 

Y

 

96.1

%  

Elkridge, MD

 

2013

 

1999

 

63,475

 

94.3

%  

601

 

Y

 

91.2

%  

Gaithersburg I, MD

 

2005

 

1998

 

87,045

 

90.2

%  

790

 

Y

 

45.2

%  

Gaithersburg II, MD

 

2015

 

2008

 

74,225

 

89.7

%  

806

 

Y

 

98.9

%  

Hyattsville, MD

 

2013

 

2006

 

52,765

 

88.4

%  

602

 

Y

 

9.3

%  

Laurel, MD †

 

2001

 

1978/99/00

 

162,896

 

90.2

%  

1,012

 

N

 

64.2

%  

Temple Hills I, MD

 

2001

 

2000

 

97,175

 

90.7

%  

823

 

Y

 

70.7

%  

Temple Hills II, MD

 

2014

 

2010

 

84,125

 

90.0

%  

1,044

 

Y

 

99.3

%  

Timonium, MD

 

2014

 

1965/98

 

66,717

 

89.9

%  

662

 

Y

 

95.2

%  

Upper Marlboro, MD

 

2013

 

2006

 

62,290

 

93.4

%  

664

 

Y

 

5.4

%  

Belmont, NC

 

2001

 

1996/97/98

 

81,850

 

93.4

%  

592

 

N

 

21.5

%  

Burlington I, NC

 

2001

 

1990/91/93/94/98

 

109,268

 

90.6

%  

946

 

N

 

7.6

%  

Burlington II, NC

 

2001

 

1991

 

42,165

 

85.2

%  

393

 

Y

 

16.5

%  

Cary, NC

 

2001

 

1993/94/97

 

112,402

 

89.5

%  

798

 

N

 

11.9

%  

Charlotte, NC

 

2002

 

1999

 

69,000

 

90.7

%  

746

 

Y

 

44.3

%  

Cornelius, NC

 

2015

 

2000

 

32,470

 

92.9

%  

297

 

N

 

5.0

%  

Pineville, NC

 

2015

 

1997/01

 

77,847

 

86.4

%  

649

 

N

 

13.1

%  

Raleigh, NC

 

1998

 

1994/95

 

48,675

 

91.2

%  

422

 

Y

 

11.8

%  

Bordentown, NJ

 

2012

 

2006

 

50,600

 

91.5

%  

383

 

N

 

27.0

%  

Brick, NJ

 

1996

 

1981

 

51,725

 

93.5

%  

434

 

N

 

0.0

%  

Cherry Hill I, NJ

 

2010

 

2004

 

51,500

 

90.7

%  

370

 

Y

 

0.0

%  

Cherry Hill II, NJ

 

2012

 

2004

 

64,800

 

93.6

%  

609

 

N

 

94.4

%  

Clifton, NJ

 

2005

 

2001

 

105,550

 

92.4

%  

1,003

 

Y

 

92.9

%  

Cranford, NJ

 

1996

 

1987

 

91,280

 

92.5

%  

850

 

Y

 

7.9

%  

East Hanover, NJ

 

1996

 

1983

 

107,679

 

87.6

%  

970

 

N

 

3.4

%  

 

 

30


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Egg Harbor I, NJ

 

2010

 

2005

 

35,825

 

97.3

%  

291

 

N

 

14.7

%  

Egg Harbor II, NJ

 

2010

 

2002

 

70,400

 

93.8

%  

684

 

N

 

19.8

%  

Elizabeth, NJ

 

2005

 

1925/97

 

38,830

 

93.7

%  

674

 

N

 

0.0

%  

Fairview, NJ

 

1997

 

1989

 

27,876

 

91.0

%  

446

 

N

 

98.4

%  

Freehold, NJ

 

2012

 

2002

 

81,420

 

93.9

%  

748

 

Y

 

65.6

%  

Hamilton, NJ

 

2006

 

1990

 

70,450

 

91.3

%  

614

 

Y

 

0.0

%  

Hoboken, NJ

 

2005

 

1945/97

 

34,180

 

90.6

%  

743

 

N

 

99.2

%  

Linden, NJ

 

1996

 

1983

 

100,425

 

91.3

%  

1,118

 

N

 

5.3

%  

Lumberton, NJ

 

2012

 

2004

 

96,025

 

91.4

%  

772

 

Y

 

32.4

%  

Morris Township, NJ (6)

 

1997

 

1972

 

71,926

 

88.8

%  

562

 

Y

 

5.7

%  

Parsippany, NJ

 

1997

 

1981

 

58,550

 

90.1

%  

450

 

N

 

17.3

%  

Rahway, NJ

 

2013

 

2006

 

83,121

 

91.8

%  

983

 

Y

 

92.1

%  

Randolph, NJ

 

2002

 

1998/99

 

52,665

 

91.4

%  

539

 

Y

 

91.1

%  

Ridgefield, NJ

 

2015

 

1921/44

 

67,953

 

87.4

%  

685

 

Y

 

99.9

%  

Roseland, NJ

 

2015

 

1951/04

 

53,481

 

98.2

%  

634

 

N

 

100.0

%  

Sewell, NJ

 

2001

 

1984/98

 

57,826

 

88.8

%  

458

 

N

 

9.3

%  

Somerset, NJ

 

2012

 

2000

 

57,485

 

88.2

%  

512

 

N

 

82.7

%  

Whippany, NJ

 

2013

 

2007

 

92,070

 

91.8

%  

938

 

Y

 

85.9

%  

Albuquerque I, NM

 

2005

 

1985

 

65,927

 

97.4

%  

601

 

Y

 

13.8

%  

Albuquerque II, NM

 

2005

 

1985

 

58,798

 

93.0

%  

510

 

Y

 

15.4

%  

Albuquerque III, NM

 

2005

 

1986

 

57,536

 

86.4

%  

508

 

Y

 

11.4

%  

Henderson, NV

 

2014

 

2005

 

75,150

 

85.6

%  

530

 

Y

 

75.6

%  

Las Vegas I, NV †

 

2006

 

1986

 

48,532

 

90.0

%  

365

 

Y

 

13.5

%  

Las Vegas II, NV

 

2006

 

1997

 

48,850

 

97.1

%  

531

 

Y

 

66.0

%  

Baldwin, NY

 

2015

 

1974

 

61,380

 

93.3

%  

613

 

N

 

99.3

%  

Bronx I, NY

 

2010

 

1931/04

 

69,258

 

93.6

%  

1,321

 

N

 

97.4

%  

Bronx II, NY (5)

 

2011

 

2006

 

81,295

 

87.1

%  

1,549

 

N

 

99.5

%  

Bronx III, NY

 

2011

 

2007

 

106,065

 

91.4

%  

2,034

 

N

 

99.1

%  

Bronx IV, NY (5)

 

2011

 

2007

 

75,030

 

88.9

%  

1,311

 

N

 

99.1

%  

Bronx V, NY (5)

 

2011

 

2007

 

54,733

 

90.0

%  

1,100

 

N

 

99.5

%  

Bronx VI, NY (5)

 

2011

 

2011

 

45,970

 

89.0

%  

1,132

 

N

 

94.2

%  

Bronx VII, NY (5)

 

2012

 

2005

 

78,625

 

89.8

%  

1,524

 

N

 

100.0

%  

Bronx VIII, NY

 

2012

 

1928

 

30,550

 

93.2

%  

544

 

N

 

100.0

%  

Bronx IX, NY

 

2012

 

1973

 

148,080

 

92.0

%  

3,007

 

Y

 

99.6

%  

Bronx X, NY

 

2012

 

2001

 

160,005

 

90.9

%  

2,671

 

Y

 

74.5

%  

Bronx XI, NY (5) *

 

2014

 

2014

 

46,477

 

67.3

%  

1,084

 

N

 

98.7

%  

Brooklyn I, NY

 

2010

 

1917/04

 

57,640

 

89.7

%  

1,057

 

N

 

99.8

%  

Brooklyn II, NY

 

2010

 

1962/03

 

60,920

 

95.6

%  

1,146

 

N

 

18.8

%  

Brooklyn III, NY

 

2011

 

2006

 

41,585

 

90.6

%  

849

 

N

 

100.0

%  

Brooklyn IV, NY

 

2011

 

2006

 

37,467

 

87.8

%  

793

 

N

 

99.9

%  

Brooklyn V, NY

 

2011

 

2007

 

47,020

 

93.6

%  

884

 

N

 

100.0

%  

Brooklyn VI, NY

 

2011

 

2007

 

75,640

 

88.2

%  

1,415

 

N

 

97.7

%  

Brooklyn VII, NY

 

2011

 

2006

 

72,725

 

94.4

%  

1,399

 

N

 

99.9

%  

Brooklyn VIII, NY

 

2014

 

2010

 

61,695

 

93.6

%  

1,204

 

N

 

92.0

%  

Brooklyn IX, NY

 

2014

 

2013

 

46,980

 

90.1

%  

1,259

 

N

 

99.9

%  

Brooklyn X, NY *

 

2015

 

2015

 

56,563

 

0.0

%  

1,217

 

N

 

100.0

%  

Holbrook, NY

 

2015

 

2007

 

60,547

 

90.1

%  

613

 

N

 

81.8

%  

Jamaica I, NY

 

2001

 

2000

 

88,385

 

94.0

%  

918

 

Y

 

21.3

%  

 

 

31


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Jamaica II, NY

 

2011

 

2010

 

91,245

 

86.7

%  

1,472

 

N

 

99.9

%  

Long Island City, NY *

 

2014

 

2014

 

88,775

 

42.2

%  

1,949

 

N

 

100.0

%  

New Rochelle I, NY

 

2005

 

1998

 

46,073

 

79.8

%  

478

 

N

 

39.6

%  

New Rochelle II, NY

 

2012

 

1917

 

63,145

 

91.0

%  

1,023

 

Y

 

93.9

%  

North Babylon, NY

 

1998

 

1988/99

 

78,341

 

91.3

%  

647

 

N

 

11.7

%  

Patchogue, NY

 

2014

 

1982

 

47,649

 

86.3

%  

467

 

N

 

0.0

%  

Queens, NY *

 

2015

 

2015

 

74,625

 

0.9

%  

1,440

 

N

 

99.4

%  

Riverhead, NY

 

2005

 

1985/86/99

 

38,340

 

94.6

%  

327

 

N

 

0.0

%  

Southold, NY

 

2005

 

1989

 

59,645

 

91.7

%  

612

 

N

 

4.7

%  

Staten Island, NY

 

2013

 

1900/11

 

96,573

 

95.8

%  

913

 

N

 

100.0

%  

Tuckahoe, NY

 

2011

 

2007

 

50,953

 

92.4

%  

758

 

N

 

99.9

%  

West Hempstead, NY

 

2012

 

2002

 

83,995

 

94.4

%  

899

 

Y

 

35.3

%  

White Plains, NY

 

2011

 

1938

 

86,140

 

90.7

%  

1,507

 

N

 

77.9

%  

Woodhaven, NY

 

2011

 

2008

 

50,665

 

91.9

%  

1,029

 

N

 

99.9

%  

Wyckoff, NY

 

2010

 

1910/07

 

60,955

 

91.1

%  

1,042

 

N

 

96.1

%  

Yorktown, NY

 

2011

 

2006

 

78,595

 

89.0

%  

772

 

Y

 

79.3

%  

Cleveland I, OH

 

2005

 

1997/99

 

46,000

 

91.9

%  

342

 

Y

 

7.3

%  

Cleveland II, OH

 

2005

 

2000

 

58,325

 

93.4

%  

574

 

Y

 

0.0

%  

Columbus I, OH

 

2006

 

1999

 

71,905

 

89.7

%  

603

 

Y

 

26.1

%  

Columbus II, OH

 

2014

 

1999

 

36,809

 

81.8

%  

355

 

N

 

49.0

%  

Columbus III, OH

 

2014

 

1998/05

 

51,200

 

85.3

%  

403

 

N

 

0.0

%  

Columbus IV, OH

 

2014

 

2006

 

61,000

 

85.7

%  

475

 

N

 

20.1

%  

Columbus V, OH

 

2014

 

2006

 

60,925

 

77.3

%  

583

 

N

 

16.6

%  

Columbus VI, OH

 

2014

 

2002

 

63,725

 

88.3

%  

547

 

N

 

0.0

%  

Grove City, OH

 

2006

 

1997

 

89,290

 

89.5

%  

780

 

Y

 

15.1

%  

Hilliard, OH

 

2006

 

1995

 

89,190

 

88.9

%  

778

 

Y

 

24.9

%  

Lakewood, OH

 

1989

 

1989

 

39,332

 

91.6

%  

460

 

Y

 

37.4

%  

Lewis Center, OH

 

2014

 

1985/05

 

77,921

 

89.8

%  

567

 

N

 

32.0

%  

Middleburg Heights, OH

 

1980

 

1980

 

93,200

 

90.2

%  

700

 

Y

 

5.0

%  

North Olmsted I, OH

 

1979

 

1979

 

48,665

 

91.6

%  

444

 

Y

 

10.5

%  

North Olmsted II, OH

 

1988

 

1988

 

47,850

 

90.0

%  

399

 

Y

 

23.9

%  

North Randall, OH

 

1998

 

1998/02

 

80,239

 

89.1

%  

807

 

N

 

92.2

%  

Reynoldsburg, OH

 

2006

 

1979

 

67,245

 

90.7

%  

665

 

Y

 

0.0

%  

Strongsville, OH

 

2007

 

1978

 

43,683

 

90.6

%  

403

 

Y

 

100.0

%  

Warrensville Heights, OH

 

1980

 

1980/82/98

 

90,281

 

86.6

%  

718

 

Y

 

0.0

%  

Westlake, OH

 

2005

 

2001

 

62,750

 

86.5

%  

453

 

Y

 

8.6

%  

Conshohocken, PA

 

2012

 

2003

 

81,255

 

91.7

%  

729

 

Y

 

39.3

%  

Exton, PA

 

2012

 

2006

 

57,750

 

88.1

%  

543

 

N

 

96.1

%  

Langhorne, PA

 

2012

 

2001

 

65,150

 

85.6

%  

665

 

Y

 

58.8

%  

Levittown, PA

 

2001

 

2000

 

76,180

 

88.8

%  

652

 

Y

 

34.9

%  

Malvern, PA *

 

2014

 

2014

 

18,848

 

93.1

%  

231

 

N

 

98.7

%  

Montgomeryville, PA

 

2012

 

2003

 

84,145

 

92.1

%  

777

 

Y

 

50.4

%  

Norristown, PA

 

2011

 

2005

 

61,596

 

85.4

%  

605

 

N

 

99.8

%  

Philadelphia I, PA

 

2001

 

1999

 

97,464

 

91.6

%  

959

 

N

 

45.5

%  

Philadelphia II, PA

 

2014

 

2005

 

68,239

 

91.7

%  

859

 

N

 

58.3

%  

Exeter, RI

 

2014

 

1968/90

 

41,275

 

90.2

%  

411

 

Y

 

21.8

%  

 

 

32


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Johnston, RI

 

2014

 

2000

 

77,225

 

92.0

%  

578

 

N

 

0.0

%  

Wakefield, RI

 

2014

 

1956

 

45,895

 

89.9

%  

386

 

Y

 

39.2

%  

Woonsocket, RI

 

2014

 

2004

 

72,704

 

94.2

%  

603

 

N

 

11.2

%  

Antioch, TN

 

2005

 

1985/98

 

76,010

 

92.4

%  

622

 

Y

 

7.5

%  

Nashville I, TN

 

2005

 

1984

 

107,140

 

90.1

%  

722

 

Y

 

0.0

%  

Nashville II, TN

 

2005

 

1986/00

 

83,416

 

91.1

%  

632

 

Y

 

12.5

%  

Nashville III, TN

 

2006

 

1985

 

101,525

 

84.6

%  

600

 

Y

 

8.3

%  

Nashville IV, TN

 

2006

 

1986/00

 

102,450

 

94.0

%  

731

 

Y

 

10.1

%  

Nashville V, TN

 

2015

 

1993

 

58,860

 

96.0

%  

534

 

N

 

22.8

%  

Nashville VI, TN

 

2015

 

1956/01

 

58,761

 

92.0

%  

426

 

Y

 

25.0

%  

Allen, TX

 

2012

 

2003

 

62,710

 

92.9

%  

502

 

Y

 

56.9

%  

Austin I, TX

 

2005

 

2001

 

59,645

 

88.3

%  

538

 

Y

 

63.3

%  

Austin II, TX

 

2006

 

2000/03

 

65,136

 

89.7

%  

593

 

Y

 

45.9

%  

Austin III, TX

 

2006

 

2004

 

70,560

 

94.3

%  

572

 

Y

 

92.7

%  

Austin IV, TX

 

2014

 

2004

 

65,370

 

94.8

%  

628

 

N

 

18.7

%  

Austin V, TX

 

2014

 

1999

 

67,850

 

95.5

%  

618

 

Y

 

35.2

%  

Austin VI, TX

 

2014

 

2004

 

62,770

 

93.6

%  

753

 

Y

 

55.1

%  

Austin VII, TX

 

2015

 

2003/08

 

71,163

 

90.1

%  

638

 

Y

 

38.9

%  

Bryan, TX

 

2005

 

1994

 

60,400

 

80.8

%  

496

 

Y

 

0.0

%  

Carrollton, TX

 

2012

 

2002

 

77,440

 

87.9

%  

542

 

Y

 

40.3

%  

College Station, TX

 

2005

 

1993

 

26,550

 

97.9

%  

346

 

N

 

0.0

%  

Cypress, TX

 

2012

 

1998

 

58,181

 

92.5

%  

445

 

Y

 

45.9

%  

Dallas I, TX

 

2005

 

2000

 

58,582

 

89.0

%  

532

 

Y

 

37.8

%  

Dallas II, TX

 

2013

 

1996

 

79,123

 

95.0

%  

602

 

Y

 

27.6

%  

Dallas III, TX

 

2014

 

1964/76

 

69,589

 

93.7

%  

886

 

Y

 

91.3

%  

Dallas IV, TX *

 

2015

 

2015

 

114,590

 

28.6

%  

1,235

 

N

 

93.4

%  

Dallas V, TX (5)

 

2015

 

2013

 

54,455

 

90.5

%  

594

 

N

 

99.6

%  

Denton, TX

 

2006

 

1996

 

60,846

 

96.5

%  

457

 

Y

 

3.3

%  

Fort Worth I, TX

 

2005

 

2000

 

50,446

 

98.2

%  

405

 

Y

 

38.6

%  

Fort Worth II, TX

 

2006

 

2003

 

72,900

 

93.0

%  

650

 

Y

 

68.4

%  

For Worth III, TX

 

2015

 

2000

 

80,445

 

95.2

%  

675

 

N

 

76.7

%  

Frisco I, TX

 

2005

 

1996

 

50,854

 

87.6

%  

430

 

Y

 

25.9

%  

Frisco II, TX

 

2005

 

1998/02

 

71,399

 

90.0

%  

520

 

Y

 

28.5

%  

Frisco III, TX

 

2006

 

2004

 

74,765

 

91.8

%  

622

 

Y

 

92.5

%  

Frisco IV, TX †

 

2010

 

2007

 

75,615

 

96.0

%  

514

 

Y

 

21.3

%  

Frisco V, TX

 

2014

 

2002

 

74,315

 

91.3

%  

552

 

Y

 

59.6

%  

Frisco VI, TX

 

2014

 

2004

 

68,926

 

92.4

%  

538

 

Y

 

54.6

%  

Garland I, TX

 

2006

 

1991

 

70,100

 

95.3

%  

676

 

Y

 

4.3

%  

Garland II, TX

 

2006

 

2004

 

68,425

 

92.0

%  

469

 

Y

 

53.9

%  

Houston III, TX

 

2005

 

1984

 

61,490

 

95.8

%  

466

 

Y

 

9.0

%  

 

 

33


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Year

    

 

    

 

    

 

    

 

    

 

    

 

 

 

 

Acquired /

 

 

 

Rentable

 

 

 

 

 

Manager

 

% Climate

 

 

 

Developed

 

 

 

Square

 

Occupancy

 

 

 

Apartment

 

Controlled

 

Facility Location

 

 (1) 

 

Year Built

 

Feet

 

 (2) 

 

Cubes

 

 (3) 

 

 (4) 

 

Houston IV, TX

 

2005

 

1987

 

43,750

 

90.2

%  

380

 

Y

 

10.2

%  

Houston V, TX †

 

2006

 

1980/97

 

125,170

 

90.4

%  

1,017

 

Y

 

60.9

%  

Houston VI, TX

 

2011

 

2002

 

54,690

 

91.0

%  

595

 

Y

 

98.7

%  

Houston VII, TX

 

2012

 

2004

 

46,991

 

90.7

%  

523

 

N

 

100.0

%  

Houston VIII, TX

 

2012

 

1989

 

54,231

 

93.3

%  

500

 

N

 

78.1

%  

Houston IX, TX

 

2012

 

1992

 

51,218

 

93.6

%  

433

 

Y

 

47.8

%  

Humble, TX

 

2015

 

2009/13

 

70,701

 

88.3

%  

557

 

Y

 

42.2

%  

Katy, TX

 

2013

 

2009

 

71,408

 

90.9

%  

566

 

Y

 

88.4

%  

Keller, TX

 

2006

 

2000

 

61,885

 

91.6

%  

488

 

Y

 

23.1

%  

Lewisville I, TX

 

2006

 

1996

 

58,140

 

87.7

%  

430

 

Y

 

21.8

%  

Lewisville II, TX

 

2013

 

2003

 

127,609

 

93.3

%  

1,188

 

Y

 

29.7

%  

Mansfield I, TX

 

2006

 

2003

 

63,025

 

91.4

%  

483

 

Y

 

43.1

%  

Mansfield II, TX

 

2012

 

2002

 

58,025

 

93.3

%  

483

 

Y

 

68.0

%  

McKinney I, TX

 

2005

 

1996

 

47,020

 

94.9

%  

356

 

Y

 

12.0

%  

McKinney II, TX

 

2006

 

1996

 

70,050

 

92.4

%  

537

 

Y

 

47.3

%  

McKinney III, TX

 

2014

 

2014

 

53,148

 

87.5

%  

392

 

Y

 

37.8

%  

North Richland Hills, TX

 

2005

 

2002

 

57,200

 

86.8

%  

433

 

Y

 

60.5

%  

Pearland, TX

 

2012

 

1985

 

72,050

 

94.1

%  

469

 

Y

 

45.6

%  

Richmond, TX

 

2013

 

1998

 

102,378

 

91.3

%  

539

 

Y

 

29.8

%  

Roanoke, TX

 

2005

 

1996/01

 

59,860

 

85.2

%  

445

 

Y

 

30.9

%  

San Antonio I, TX

 

2005

 

2005

 

73,309

 

91.7

%  

573

 

Y

 

89.4

%  

San Antonio II, TX

 

2006

 

2005

 

73,230

 

95.2

%  

668

 

N

 

91.5

%  

San Antonio III, TX

 

2007

 

2006

 

71,775

 

96.4

%  

568

 

N

 

93.7

%  

Spring, TX

 

2006

 

1980/86

 

72,751

 

91.3

%  

534

 

Y

 

26.7

%  

Murray I, UT

 

2005

 

1976

 

60,280

 

92.4

%  

631

 

Y

 

0.0

%  

Murray II, UT †

 

2005

 

1978

 

71,421

 

87.9

%  

375

 

Y

 

5.4

%  

Salt Lake City I, UT

 

2005

 

1976

 

56,446

 

88.8

%  

740

 

Y

 

0.0

%  

Salt Lake City II, UT

 

2005

 

1978

 

51,676

 

94.2

%  

499

 

Y

 

0.0

%  

Alexandria, VA

 

2012

 

2000

 

114,100

 

89.3

%  

1,150

 

Y

 

97.2

%  

Arlington, VA *

 

2015

 

2015

 

96,382

 

49.0

%  

1,151

 

N

 

96.9

%  

Burke Lake, VA

 

2011

 

2003

 

91,667

 

89.5

%  

902

 

Y

 

81.6

%  

Fairfax, VA

 

2012

 

1999

 

73,325

 

87.6

%  

676

 

N

 

88.3

%  

Fredericksburg I, VA

 

2005

 

2001/04

 

69,475

 

89.6

%  

610

 

N

 

22.1

%  

Fredericksburg II, VA

 

2005

 

1998/01

 

61,057

 

93.2

%  

561

 

N

 

87.0

%  

Leesburg, VA

 

2011

 

2001/04

 

85,503

 

84.4

%  

890

 

Y

 

83.9

%  

Manassas, VA

 

2010

 

1998

 

72,745

 

86.2

%  

638

 

Y

 

64.7

%  

McLearen, VA

 

2010

 

2002

 

68,960

 

85.5

%  

725

 

Y

 

90.9

%  

Vienna, VA

 

2012

 

2000

 

54,535

 

86.4

%  

559

 

Y

 

97.1

%  

Total/Weighted Average (445 facilities)

 

 

 

 

 

30,361,354

 

90.2

%  

298,029

 

 

 

 

 

 


*Denotes facilities developed by us or acquired at development completion.

 

Denotes facilities that contain commercial rentable square footage.  All of this commercial space, which was developed in conjunction with the self-storage cubes, is located within or adjacent to our self-storage facilities and is managed by our self-storage facility managers.  As of December 31, 2015, facilities in our owned portfolio included an aggregate of approximately 238,000 rentable square feet of commercial space.

 

(1)

Represents the year acquired for those facilities we acquired from a third party or the year of completion for those facilities we developed.

 

(2)

Represents occupied square feet as of December 31, 2015 divided by total rentable square feet.

 

(3)

Indicates whether a facility has an on-site apartment where a manager resides.

34


 

Table of Contents

 

(4)

Represents the percentage of rentable square feet in climate-controlled cubes.

 

(5)

We do not own the land at these facilities.  We lease the land pursuant to ground leases that expire between 2052 and 2062, subject to renewal options.

 

(6)

We have ground leases for certain small parcels of land adjacent to these facilities that expire between 2018 and 2019.

 

We have grown by adding facilities to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, average occupied square feet, and total revenues for our facilities owned as of December 31, 2015, and for each of the previous three years, grouped by the year during which we first owned or operated the facility.

 

Facilities by Year Acquired - Average Occupancy 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentable Square

 

Average Occupancy

 

Year Acquired (1)

    

# of Facilities

    

Feet

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 and earlier

 

338

 

22,686,289

 

92.3

%  

90.9

%  

88.3

%  

2013

 

20

 

1,508,274

 

91.5

%  

87.2

%  

80.6

%  

2014

 

55

 

3,939,825

 

88.8

%  

85.6

%  

 —

 

2015

 

32

 

2,226,966

 

77.2

%  

 —

 

 —

 

All Facilities Owned as of December 31, 2015

 

445

 

30,361,354

 

91.3

%  

90.4

%  

88.1

%  

 

Facilities by Year Acquired - Annual Rent Per Occupied Square Foot (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent per Square Foot

 

Year Acquired (1)

    

# of Facilities

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 and earlier

 

338

 

$

15.41

 

$

14.62

 

$

14.12

 

2013

 

20

 

 

15.69

 

 

14.70

 

 

12.44

 

2014

 

55

 

 

14.93

 

 

14.61

 

 

 

2015

 

32

 

 

14.84

 

 

 

 

 

All Facilities Owned as of December 31, 2015

 

445

 

$

15.34

 

$

14.62

 

$

14.03

 

 

Facilities by Year Acquired - Average Occupied Square Feet (3) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Occupied Square Feet

 

Year Acquired (1)

    

# of Facilities

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

2012 and earlier

 

338

 

20,942,023

 

20,615,546

 

19,978,048

 

2013

 

20

 

1,372,860

 

1,287,062

 

1,191,148

 

2014

 

55

 

3,506,012

 

3,269,341

 

 

2015

 

32

 

1,694,756

 

 

 

All Facilities Owned as of December 31, 2015

 

445

 

27,515,651

 

25,171,949

 

21,169,196

 

 

Facilities by Year Acquired - Total Revenues (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

Year Acquired (1)

    

# of Facilities

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 and earlier

 

338

 

$

342,144

 

$

319,824

 

$

297,981

 

2013

 

20

 

 

22,895

 

 

20,070

 

 

7,048

 

2014

 

55

 

 

55,542

 

 

21,611

 

 

 

2015

 

32

 

 

9,636

 

 

 

 

 

All Facilities Owned as of December 31, 2015

 

445

 

$

430,217

 

$

361,505

 

$

305,029

 


35


 

Table of Contents

(1)

Represents the year acquired for those facilities we acquired from a third party or the year placed in service for those facilities we developed.

 

(2)

Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period.   Rental revenue includes the impact of promotional discounts, which reduce rental income over the promotional period, of $16.2 million, $15.7 million, and $15.7 million for the periods ended December 31, 2015, 2014 and 2013, respectively.

 

(3)

Represents the average of the aggregate month-end occupied square feet for the twelve-month period for each group of facilities.

 

Unconsolidated Real Estate Ventures

 

On December 8, 2015, we invested $8.4 million in exchange for a 10% ownership interest in an unconsolidated real estate venture, which we refer to as HVP, that owns 30 self-storage facilities located in Michigan (16), Massachusetts (6), Tennessee (5), and Florida (3).  These facilities contain an aggregate of 1.8 million rentable square feet.  The joint venture paid $193.7 million for these facilities which was funded primarily through a $112.7 million initial advance on a $122.0 million loan with the remainder being contributed pro-rata by us and our joint venture partner.  The loan bears interest at LIBOR plus 2.00% per annum and matures on December 7, 2018, with options to extend the maturity date through December 7, 2020, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement.  As of December 31, 2015, HVP is under contract to purchase an additional seven properties for an aggregate purchase price of approximately $48.8 million.

 

On December 10, 2013, we acquired a 50% ownership interest in an unconsolidated real estate venture, which we refer to as HHF, that owns 35 self-storage facilities located in Texas (34) and North Carolina (1).  These facilities contain an aggregate of 2.4 million rentable square feet.  The joint venture paid $315.7 million for these facilities.  We and our joint venture partner each contributed 50% of the equity capital to fund the acquisition.  On May 1, 2014, HHF obtained a $100.0 million loan secured by the 34 self-storage facilities located in Texas.  The loan bears interest at 3.59% per annum and matures on April 30, 2021. This financing completed the planned capital structure of HHF and proceeds (net of closing costs) of $99.2 million were distributed proportionately to the partners. 

 

We account for our investments in the HVP and HHF joint ventures using the equity method.  See note 5 to the consolidated financial statements.

 

Capital Expenditures

 

We have a capital improvement program that includes office upgrades, adding climate control to selected cubes, construction of parking areas, and other facility upgrades.  For 2016, we anticipate spending approximately $5.0 million to $10.0 million associated with these capital expenditures. For 2016, we also anticipate spending approximately $15 million to $20 million on recurring capital expenditures and approximately $35 million to $40 million on the development of new facilities

 

ITEM 3.  LEGAL PROCEEDINGS

 

We are involved in claims from time to time, which arise in the ordinary course of business.  In the opinion of management, we have made adequate provisions for potential liabilities, if any, arising from any such matters.  However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims, and changes in any such matters, could have a material adverse effect on our business, financial condition, and operating results.

 

ITEM 4.  MINING SAFETY DISCLOSURES

 

Not applicable.

 

 

 

 

 

 

 

 

 

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Table of Contents

PART II

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Repurchase of Parent Company Common Shares

 

The following table provides information about repurchases of the Parent Company’s common shares during the three months ended December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Total
Number of
Shares
Purchased (1)

    

Average
Price Paid
Per Share

     

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or Programs

    

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (2)

 

 

 

 

 

 

 

 

 

 

 

 

October 1 - October 31

 

 —

 

$

 —

 

N/A

 

3,000,000

 

November 1 - November 30

 

 —

 

$

 —

 

N/A

 

3,000,000

 

December 1 - December 31

 

127

 

$

29.98

 

N/A

 

3,000,000

 

Total

 

127

 

$

29.98

 

N/A

 

3,000,000

 

 

___________________________

(1)

Represents common shares withheld by the Parent Company upon the vesting of restricted shares to cover employee tax obligations.

(2)

On September 27, 2007, the Parent Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares. Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program to date.

 

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

As of December 31, 2015, there were approximately 78 registered record holders of the Parent Company’s common shares and 11 holders (other than the Parent Company) of the Operating Partnership’s common units.  These figures do not include common shares held by brokers and other institutions on behalf of shareholders.  There is no established trading market for units of the Operating Partnership.  The following table shows the high and low closing prices per common share, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Cash Dividends

 

 

 

 

 

 

 

 

 

Declared per

 

 

 

High

 

Low

 

Share

 

2014

 

 

 

 

 

 

 

 

 

 

First quarter

 

$

17.98

 

$

15.63

 

$

0.13

 

Second quarter

 

$

18.78

 

$

17.60

 

$

0.13

 

Third quarter

 

$

19.10

 

$

17.81

 

$

0.13

 

Fourth quarter

 

$

22.92

 

$

18.01

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

First quarter

 

$

25.43

 

$

22.31

 

$

0.16

 

Second quarter

 

$

24.62

 

$

22.74

 

$

0.16

 

Third quarter

 

$

27.21

 

$

23.81

 

$

0.16

 

Fourth quarter

 

$

31.42

 

$

26.99

 

$

0.21

 

 

For each quarter in 2014 and 2015, the Operating Partnership paid a cash distribution per unit in an amount equal to the dividend paid on a common share for each such quarter.

 

Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders.  Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may

37


 

Table of Contents

constitute a tax-free return of capital.  Annually, we provide each of the Parent Company’s common shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Parent Company’s dividends for 2015 consisted of a 94.501% ordinary income distribution and a 5.499% capital gain distribution from earnings and profits.

 

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, we provide each of the Parent Company’s preferred shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred dividends for 2015 consisted of a 94.501% ordinary income distribution and a 5.499% capital gain distribution from earnings and profits.

 

We intend to continue to declare quarterly distributions.  However, we cannot provide any assurance as to the amount or timing of future distributions.  Under our Credit Facility, we are restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.

 

To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares.  Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.

 

Share Performance Graph

 

The SEC requires us to present a chart comparing the cumulative total shareholder return, assuming reinvestment of dividends, on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning December 31, 2010 and ending December 31, 2015.

 

 

 

38


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period Ending

 

Index

    

12/31/2010

    

12/31/2011

    

12/31/2012

    

12/31/2013

    

12/31/2014

    

12/31/2015

 

CubeSmart

 

100.00

 

114.96

 

163.03

 

183.42

 

261.45

 

372.37

 

S&P 500

 

100.00

 

102.11

 

118.45

 

156.82

 

178.28

 

180.75

 

Russell 2000

 

100.00

 

95.82

 

111.49

 

154.78

 

162.35

 

155.18

 

NAREIT All Equity REIT Index

 

100.00

 

108.28

 

129.62

 

133.32

 

170.68

 

175.51

 

 

On September 27, 2007, the Parent Company announced that the Board approved a share repurchase program for up to 3.0 million of the Parent Company’s outstanding common shares.  Unless terminated earlier by resolution of the Board of Trustees, the program will expire when the number of authorized shares has been repurchased. The Parent Company has made no repurchases under this program to date and there were no other repurchases of the Parent Company’s common shares during the year ended December 31, 2015.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

CUBESMART

 

The following table sets forth selected financial and operating data on a historical consolidated basis for the Parent Company.  The selected historical financial data as of and for the five-year period ended December 31, 2015 are derived from the Parent Company’s consolidated financial statements, which have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and the report thereon, are included herein.  The other data presented below is not derived from the financial statements.

 

39


 

Table of Contents

The following data should be read in conjunction with the audited financial statements and notes thereto of the Parent Company and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2015

    

2014

    

2013

    

2012

    

2011

 

 

 

(in thousands, except per share data)

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

392,476

 

$

330,898

 

$

281,250

 

$

236,160

 

$

188,249

 

Other property related income

 

 

45,189

 

 

40,065

 

 

32,365

 

 

25,821

 

 

18,987

 

Property management fee income

 

 

6,856

 

 

6,000

 

 

4,780

 

 

4,341

 

 

3,768

 

Total revenues

 

 

444,521

 

 

376,963

 

 

318,395

 

 

266,322

 

 

211,004

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

153,172

 

 

132,701

 

 

118,222

 

 

103,488

 

 

87,570

 

Depreciation and amortization

 

 

151,789

 

 

126,813

 

 

112,313

 

 

109,830

 

 

61,972

 

General and administrative

 

 

28,371

 

 

28,422

 

 

29,563

 

 

26,131

 

 

24,693

 

Acquisition related costs

 

 

3,301

 

 

7,484

 

 

3,849

 

 

3,086

 

 

3,823

 

Total operating expenses

 

 

336,633

 

 

295,420

 

 

263,947

 

 

242,535

 

 

178,058

 

OPERATING INCOME

 

 

107,888

 

 

81,543

 

 

54,448

 

 

23,787

 

 

32,946

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

(43,736)

 

 

(46,802)

 

 

(40,424)

 

 

(40,318)

 

 

(32,787)

 

Loan procurement amortization expense

 

 

(2,324)

 

 

(2,190)

 

 

(2,058)

 

 

(3,279)

 

 

(5,028)

 

Loan procurement amortization expense - early repayment of debt

 

 

 

 

 

 

(414)

 

 

 

 

(8,167)

 

Equity in losses of real estate ventures

 

 

(411)

 

 

(6,255)

 

 

(1,151)

 

 

(745)

 

 

(281)

 

Gain from remeasurement of investment in real estate venture

 

 

 

 

 

 

 

 

7,023

 

 

 

Gains from sale of real estate, net

 

 

17,567

 

 

475

 

 

 

 

 

 

 

Other

 

 

(228)

 

 

(405)

 

 

8

 

 

256

 

 

(83)

 

Total other expense

 

 

(29,132)

 

 

(55,177)

 

 

(44,039)

 

 

(37,063)

 

 

(46,346)

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

78,756

 

 

26,366

 

 

10,409

 

 

(13,276)

 

 

(13,400)

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 —

 

 

336

 

 

4,145

 

 

7,093

 

 

11,944

 

Gain from disposition of discontinued operations

 

 

 

 

 

 

27,440

 

 

9,811

 

 

3,903

 

Total discontinued operations

 

 

 —

 

 

336

 

 

31,585

 

 

16,904

 

 

15,847

 

NET INCOME

 

 

78,756

 

 

26,702

 

 

41,994

 

 

3,628

 

 

2,447

 

NET (INCOME) LOSS ATTRIBUTABLE TO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

(960)

 

 

(307)

 

 

(588)

 

 

107

 

 

(35)

 

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

(16)

 

 

42

 

 

(1,918)

 

 

(2,810)

 

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

 

 

77,712

 

 

26,379

 

 

41,448

 

 

1,817

 

 

(398)

 

Distribution to preferred shareholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

 

(1,218)

 

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

$

71,704

 

$

20,371

 

$

35,440

 

$

(4,191)

 

$

(1,616)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share from continuing operations attributable to common shareholders

 

$

0.43

 

$

0.13

 

$

0.03

 

$

(0.17)

 

$

(0.16)

 

Basic earnings per share from discontinued operations attributable to common shareholders

 

$

 —

 

$

0.01

 

$

0.23

 

$

0.14

 

$

0.14

 

Basic earnings (loss) per share attributable to common shareholders

 

$

0.43

 

$

0.14

 

$

0.26

 

$

(0.03)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share from continuing operations attributable to common shareholders

 

$

0.42

 

$

0.13

 

$

0.03

 

$

(0.17)

 

$

(0.16)

 

Diluted earnings per share from discontinued operations attributable to common shareholders

 

$

 —

 

$

0.01

 

$

0.23

 

$

0.14

 

$

0.14

 

Diluted earnings (loss) per share attributable to common shareholders

 

$

0.42

 

$

0.14

 

$

0.26

 

$

(0.03)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding (1)

 

 

168,640

 

 

149,107

 

 

135,191

 

 

124,548

 

 

102,976

 

Weighted-average diluted shares outstanding (1)

 

 

170,191

 

 

150,863

 

 

137,742

 

 

124,548

 

 

102,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

71,704

 

$

20,040

 

$

4,392

 

$

(20,689)

 

$

(16,734)

 

Total discontinued operations

 

 

 —

 

 

331

 

 

31,048

 

 

16,498

 

 

15,118

 

Net income (loss)

 

$

71,704

 

$

20,371

 

$

35,440

 

$

(4,191)

 

$

(1,616)

 

 

 

40


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

    

2015

    

2014

    

2013

    

2012

    

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Storage facilities, net

 

$

2,872,983

 

$

2,625,129

 

$

2,155,170

 

$

2,089,707

 

$

1,788,720

 

Total assets

 

 

3,114,834

 

 

2,786,339

 

 

2,358,624

 

 

2,150,319

 

 

1,875,979

 

Unsecured senior notes

 

 

750,000

 

 

500,000

 

 

500,000

 

 

250,000

 

 

 

Revolving credit facility

 

 

 —

 

 

78,000

 

 

38,600

 

 

45,000

 

 

 

Unsecured term loans

 

 

400,000

 

 

400,000

 

 

400,000

 

 

500,000

 

 

400,000

 

Mortgage loans and notes payable

 

 

112,212

 

 

195,851

 

 

200,218

 

 

228,759

 

 

358,441

 

Total liabilities

 

 

1,403,853

 

 

1,286,898

 

 

1,229,142

 

 

1,112,420

 

 

830,925

 

Operating Partnership interests of third parties

 

 

66,128

 

 

49,823

 

 

36,275

 

 

47,990

 

 

49,732

 

Total CubeSmart L.P. Capital

 

 

1,643,327

 

 

1,448,026

 

 

1,092,276

 

 

989,791

 

 

955,913

 

Noncontrolling interests in subsidiaries

 

 

1,526

 

 

1,592

 

 

931

 

 

118

 

 

39,409

 

Total liabilities and capital

 

 

3,114,834

 

 

2,786,339

 

 

2,358,624

 

 

2,150,319

 

 

1,875,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of facilities

 

 

445

 

 

421

 

 

366

 

 

381

 

 

370

 

Total rentable square feet (in thousands)

 

 

30,361

 

 

28,622

 

 

24,662

 

 

25,485

 

 

24,420

 

Occupancy percentage

 

 

90.2

%  

 

89.1

%  

 

88.3

%  

 

84.4

%  

 

78.4

%  

Cash dividends declared per unit (2)

 

$

0.69

 

$

0.55

 

$

0.46

 

$

0.35

 

$

0.29

 

 


(1)

OP units have been excluded from the earnings per share calculations as the related income or loss is presented in noncontrolling interests in the Operating Partnership.

 

(2)

We announced full quarterly dividends of $0.07 per common share on February 23, 2011,  June 1, 2011, and August 3, 2011; dividends of $0.08 and $0.393 per common and preferred shares, respectively, on December 8, 2011; dividends of $0.08 and $0.484 per common and preferred shares, respectively, on February 21, 2012, May 30, 2012 and August 1, 2012; dividends of $0.11 and $0.484 per common and preferred shares, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013; dividends of $0.13 and $0.484 per common and preferred shares, respectively, on December 19, 2013, February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred shares, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, August 4, 2015, and dividends of $0.21 and $0.484 per common and preferred shares, respectively, on December 10, 2015.

 

CUBESMART, L.P.

 

The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership.  The selected historical financial data as of and for the five-year period ended December 31, 2015 are derived from the Operating Partnership’s consolidated financial statements, which have been audited by KPMG LLP, an independent registered public accounting firm.  The consolidated financial statements as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and the report thereon, are included herein.  The other data presented below is not derived from the financial statements.

 

41


 

Table of Contents

The following data should be read in conjunction with the audited financial statements and notes thereto of the Operating Partnership and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31,

 

 

    

2015

    

2014

    

2013

    

2012

    

2011

 

 

 

(in thousands, except per unit data)

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

392,476

 

$

330,898

 

$

281,250

 

$

236,160

 

$

188,249

 

Other property related income

 

 

45,189

 

 

40,065

 

 

32,365

 

 

25,821

 

 

18,987

 

Property management fee income

 

 

6,856

 

 

6,000

 

 

4,780

 

 

4,341

 

 

3,768

 

Total revenues

 

 

444,521

 

 

376,963

 

 

318,395

 

 

266,322

 

 

211,004

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

153,172

 

 

132,701

 

 

118,222

 

 

103,488

 

 

87,570

 

Depreciation and amortization

 

 

151,789

 

 

126,813

 

 

112,313

 

 

109,830

 

 

61,972

 

General and administrative

 

 

28,371

 

 

28,422

 

 

29,563

 

 

26,131

 

 

24,693

 

Acquisition related costs

 

 

3,301

 

 

7,484

 

 

3,849

 

 

3,086

 

 

3,823

 

Total operating expenses

 

 

336,633

 

 

295,420

 

 

263,947

 

 

242,535

 

 

178,058

 

OPERATING INCOME

 

 

107,888

 

 

81,543

 

 

54,448

 

 

23,787

 

 

32,946

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

(43,736)

 

 

(46,802)

 

 

(40,424)

 

 

(40,318)

 

 

(32,787)

 

Loan procurement amortization expense

 

 

(2,324)

 

 

(2,190)

 

 

(2,058)

 

 

(3,279)

 

 

(5,028)

 

Loan procurement amortization expense - early repayment of debt

 

 

 

 

 

 

(414)

 

 

 

 

(8,167)

 

Equity in losses of real estate ventures

 

 

(411)

 

 

(6,255)

 

 

(1,151)

 

 

(745)

 

 

(281)

 

Gain from remeasurement of investment in real estate venture

 

 

 

 

 

 

 

 

7,023

 

 

 

Gains from sale of real estate, net

 

 

17,567

 

 

475

 

 

 

 

 

 

 

Other

 

 

(228)

 

 

(405)

 

 

8

 

 

256

 

 

(83)

 

Total other expense

 

 

(29,132)

 

 

(55,177)

 

 

(44,039)

 

 

(37,063)

 

 

(46,346)

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

78,756

 

 

26,366

 

 

10,409

 

 

(13,276)

 

 

(13,400)

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 —

 

 

336

 

 

4,145

 

 

7,093

 

 

11,944

 

Gain from disposition of discontinued operations

 

 

 

 

 

 

27,440

 

 

9,811

 

 

3,903

 

Total discontinued operations

 

 

 —

 

 

336

 

 

31,585

 

 

16,904

 

 

15,847

 

NET INCOME

 

 

78,756

 

 

26,702

 

 

41,994

 

 

3,628

 

 

2,447

 

NET (INCOME) LOSS ATTRIBUTABLE TO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

(16)

 

 

42

 

 

(1,918)

 

 

(2,810)

 

NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P.

 

 

78,672

 

 

26,686

 

 

42,036

 

 

1,710

 

 

(363)

 

Operating Partnership interests of third parties

 

 

(960)

 

 

(307)

 

 

(588)

 

 

107

 

 

(35)

 

NET INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER

 

 

77,712

 

 

26,379

 

 

41,448

 

 

1,817

 

 

(398)

 

Distribution to preferred unitholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

 

(1,218)

 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS

 

$

71,704

 

$

20,371

 

$

35,440

 

$

(4,191)

 

$

(1,616)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per unit from continuing operations attributable to common unitholders

 

$

0.43

 

$

0.13

 

$

0.03

 

$

(0.17)

 

$

(0.16)

 

Basic earnings per unit from discontinued operations attributable to common unitholders

 

$

 —

 

$

0.01

 

$

0.23

 

$

0.14

 

$

0.14

 

Basic earnings (loss) per unit attributable to common unitholders

 

$

0.43

 

$

0.14

 

$

0.26

 

$

(0.03)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per unit from continuing operations attributable to common unitholders

 

$

0.42

 

$

0.13

 

$

0.03

 

$

(0.17)

 

$

(0.16)

 

Diluted earnings per unit from discontinued operations attributable to common unitholders

 

$

 —

 

$

0.01

 

$

0.23

 

$

0.14

 

$

0.14

 

Diluted earnings (loss) per unit attributable to common unitholders

 

$

0.42

 

$

0.14

 

$

0.26

 

$

(0.03)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic units outstanding (1)

 

 

168,640

 

 

149,107

 

 

135,191

 

 

124,548

 

 

102,976

 

Weighted-average diluted units outstanding (1)

 

 

170,191

 

 

150,863

 

 

137,742

 

 

124,548

 

 

102,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

71,704

 

$

20,040

 

$

4,392

 

$

(20,689)

 

$

(16,734)

 

Total discontinued operations

 

 

 —

 

 

331

 

 

31,048

 

 

16,498

 

 

15,118

 

Net income (loss)

 

$

71,704

 

$

20,371

 

$

35,440

 

$

(4,191)

 

$

(1,616)

 

 

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

 

    

2015

    

2014

    

2013

    

2012

    

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Storage facilities, net

 

$

2,872,983

 

$

2,625,129

 

$

2,155,170

 

$

2,089,707

 

$

1,788,720

 

Total assets

 

 

3,114,834

 

 

2,786,339

 

 

2,358,624

 

 

2,150,319

 

 

1,875,979

 

Unsecured senior notes

 

 

750,000

 

 

500,000

 

 

500,000

 

 

250,000

 

 

 

Revolving credit facility

 

 

 —

 

 

78,000

 

 

38,600

 

 

45,000

 

 

 

Unsecured term loans

 

 

400,000

 

 

400,000

 

 

400,000

 

 

500,000

 

 

400,000

 

Mortgage loans and notes payable

 

 

112,212

 

 

195,851

 

 

200,218

 

 

228,759

 

 

358,441

 

Total liabilities

 

 

1,403,853

 

 

1,286,898

 

 

1,229,142

 

 

1,112,420

 

 

830,925

 

Operating Partnership interests of third parties

 

 

66,128

 

 

49,823

 

 

36,275

 

 

47,990

 

 

49,732

 

Total CubeSmart L.P. Capital

 

 

1,643,327

 

 

1,448,026

 

 

1,092,276

 

 

989,791

 

 

955,913

 

Noncontrolling interests in subsidiaries

 

 

1,526

 

 

1,592

 

 

931

 

 

118

 

 

39,409

 

Total liabilities and capital

 

 

3,114,834

 

 

2,786,339

 

 

2,358,624

 

 

2,150,319

 

 

1,875,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of facilities

 

 

445

 

 

421

 

 

366

 

 

381

 

 

370

 

Total rentable square feet (in thousands)

 

 

30,361

 

 

28,622

 

 

24,662

 

 

25,485

 

 

24,420

 

Occupancy percentage

 

 

90.2

%  

 

89.1

%  

 

88.3

%  

 

84.4

%  

 

78.4

%  

Cash dividends declared per unit (2)

 

$

0.69

 

$

0.55

 

$

0.46

 

$

0.35

 

$

0.29

 

 


(1)

OP units have been excluded from the earnings per unit calculations as the related income or loss is presented in Operating Partnership interest of third parties.

 

(2)

We announced full quarterly dividends of $0.07 per common unit on February 23, 2011,  June 1, 2011, and August 3, 2011; dividends of $0.08 and $0.393 per common and preferred units, respectively, on December 8, 2011; dividends of $0.08 and $0.484 per common and preferred units, respectively, on February 21, 2012, May 30, 2012 and August 1, 2012; dividends of $0.11 and $0.484 per common and preferred units, respectively, on December 10, 2012, February 21, 2013, May 29, 2013, and August 7, 2013; dividends of $0.13 and $0.484 per common and preferred units, respectively, on December 19, 2013, February 25, 2014, May 28, 2014, and August 5, 2014; dividends of $0.16 and $0.484 per common and preferred units, respectively, on December 16, 2014, February 24, 2015, May 27, 2015, August 4, 2015, and dividends of $0.21 and $0.484 per common and preferred units, respectively, on December 10, 2015.

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report.  Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws.  For a complete discussion of forward-looking statements, see the section in this Report entitled “Forward-Looking Statements”.  Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion.  For a discussion of such risk factors, see the section in this Report entitled “Risk Factors”.

 

Overview

 

We are an integrated self-storage real estate company, and as such we have in-house capabilities in the operation, design, development, leasing, management, and acquisition of self-storage facilities.  The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries.  The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes.  As of December 31, 2015 and December 31, 2014, we owned 445 and 421 self-storage facilities, respectively, totaling approximately 30.4 million and 28.6 million rentable square feet, respectively.  As of December 31, 2015, we owned facilities in the District of Columbia and the following 22 states:  Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, Texas, Utah, and Virginia.  In addition, as of December 31, 2015, we managed 227 facilities for third parties (including 35 facilities containing an aggregate of approximately 2.4 million rentable square feet as part of an unconsolidated real estate venture, and 30 facilities containing an aggregate of approximately 1.8 million rentable square feet as part of a separate unconsolidated real estate venture) bringing the total number of facilities we owned and/or managed to 672As of December 31, 2015, we managed facilities for third parties in the District of Columbia and the following 23 states:  Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, and Virginia.

 

We derive revenues principally from rents received from customers who rent cubes at our self-storage facilities under month-to-month leases.  Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage cubes to new customers while maintaining and, where possible, increasing our pricing levels.  In addition, our operating results depend on the ability of our customers to make required rental payments to us.  Our approach to the management and operation of our facilities combines centralized marketing, revenue management, and other operational support with local operations teams that provide market-level oversight and control.  We believe this approach allows us to respond quickly and effectively to changes in local market conditions, and to maximize revenues by managing rental rates and occupancy levels.

 

We typically experience seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.

 

Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures.  Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services.  A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.

 

We continue our focus on maximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage facilities.

 

We have one reportable segment:  we own, operate, develop, manage, and acquire self-storage facilities.

 

Our self-storage facilities are located in major metropolitan and suburban areas and have numerous customers per facility.  No single customer represents a significant concentration of our revenues.  Our facilities in Florida, New York, Texas, and California provided approximately 18%, 16%, 10%, and 8%, respectively, of total revenues for the year ended December 31, 2015.

 

Summary of Critical Accounting Policies and Estimates

 

Set forth below is a summary of the accounting policies and estimates that management believes are critical to the preparation of the consolidated financial statements included in this Report.  Certain of the accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this Report.  A summary of significant accounting policies is also provided in the

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notes to our consolidated financial statements (see note 2 to the consolidated financial statements).  These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty.  Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

 

Basis of Presentation

 

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods presented.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on the consolidation of VIEs.  When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights.  The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and in which the limited partners do not have substantive participating rights, or the ability to dissolve the entity or remove the Company without cause.

 

Self-Storage Facilities

 

The Company records self-storage facilities at cost less accumulated depreciation.  Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized.  Repairs and maintenance costs are expensed as incurred.

 

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age, and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements, and estimates of depreciated replacement cost of equipment.

 

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributable to the value of in-place leases.  This intangible asset is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

 

Long-lived assets classified as “held for use” are reviewed for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the facility’s basis is recoverable.  If a facility’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  There were no impairment losses recognized in accordance with these procedures during the years ended December 31, 2015,  2014 and 2013.

 

The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

 

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Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Facilities classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

 

Revenue Recognition

 

Management has determined that all our leases with customers are operating leases.  Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month to month.

 

The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

 

Share-Based Payments

 

We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans.  The share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.

 

Noncontrolling Interests

 

Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  In accordance with authoritative guidance issued on noncontrolling interests in consolidated financial statements, such noncontrolling interests are reported on the consolidated balance sheets within equity/capital, separately from the Parent Company’s equity/capital.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption value.  On the consolidated statements of operations, revenues, expenses, and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Parent Company and noncontrolling interests.  Presentation of consolidated equity/capital activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity/capital, noncontrolling interests, and total equity/capital.

 

Investments in Unconsolidated Real Estate Ventures

 

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the carrying value of the Company’s investments in unconsolidated real estate entities may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, as estimated by management, is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values, and third party appraisals.

 

Income Taxes

 

The Parent Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

 

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.

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The Parent Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Parent Company’s ordinary income, (b) 95% of the Parent Company’s net capital gains, and (c) 100% of prior year taxable income exceeds cash distributions and certain taxes paid by the Parent Company.

 

Recent Accounting Pronouncements

 

In September 2015, the FASB issued Accounting Standard Update (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information. The standard also requires additional disclosure about the impact on current-period income statement line items, of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard is effective for the Company on January 1, 2016. The adoption of ASU 2015-16 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In April 2015, the FASB issued ASU No. 2015-03, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded. This amendment is effective for the Company on January 1, 2016. The adoption of ASU 2015-03 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard is effective for the Company on January 1, 2016. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial statements and related disclosures.

 

Results of Operations

 

The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto.  Historical results set forth in the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.  We consider our same-store portfolio to consist of only those facilities owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a facility to be stabilized once it has achieved an occupancy rate that we believe, based on our assessment of market-specific data, is representative of similar self-storage assets in the applicable market for a full year measured as of the most recent January 1 and has not been significantly damaged by natural disaster or undergone significant renovation.  We believe that same-store results are useful to investors in evaluating our performance because they provide information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions.  As of December 31, 2015,  we owned 353 same-store facilities and 92 non-same-store facilities.  All of the non-same-store facilities were 2014 and 2015 acquisitions, dispositions, developed facilities, or facilities with a significant portion taken out of service.  For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.

 

The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported.  As of December 31, 2015,  2014 and 2013, we owned 445,  421 and 366 self-storage facilities and related assets, respectively. 

 

 

 

 

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The following table summarizes the change in number of owned self-storage facilities from January 1, 2013 through December 31, 2015:

 

 

 

 

 

 

 

 

 

 

    

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

Balance - January 1

 

421

 

366

 

381

 

Facilities acquired

 

7

 

10

 

1

 

Facilities developed

 

 —

 

2

 

 

Facilities sold

 

 —

 

 

(5)

 

Balance - March 31

 

428

 

378

 

377

 

Facilities acquired

 

4

 

9

 

9

 

Facilities developed

 

1

 

 

 

Balance - June 30

 

433

 

387

 

386

 

Facilities acquired

 

5

 

3

 

4

 

Facilities sold

 

 —

 

 

(8)

 

Balance - September 30

 

438

 

390

 

382

 

Facilities acquired

 

13

 

31

 

6

 

Facilities developed

 

2

 

 

 

Facilities sold

 

(8)

 

 

(22)

 

Balance - December 31

 

445

 

421

 

366

 

 

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014 (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non Same-Store

 

Other/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-Store Property Portfolio

 

Properties

 

Eliminations

 

Total Portfolio

 

 

    

    

 

    

    

 

    

Increase/

    

%  

    

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

Increase/

    

%  

 

 

 

2015

 

2014

 

(Decrease)

 

Change

 

2015

 

2014

 

2015

 

2014

 

2015

 

2014

 

(Decrease)

 

Change

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

324,314

 

$

301,833

 

$

22,481

 

7.4

%  

$

68,162

 

$

29,065

 

$

 —

 

$

 —

 

$

392,476

 

$

330,898

 

$

61,578

 

18.6

%  

Other property related income

 

 

34,990

 

 

33,089

 

 

1,901

 

5.7

%  

 

7,243

 

 

4,120

 

 

2,956

 

 

2,856

 

 

45,189

 

 

40,065

 

 

5,124

 

12.8

%  

Property management fee income

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

6,856

 

 

6,000

 

 

6,856

 

 

6,000

 

 

856

 

14.3

%  

Total revenues

 

 

359,304

 

 

334,922

 

 

24,382

 

7.3

%  

 

75,405

 

 

33,185

 

 

9,812

 

 

8,856

 

 

444,521

 

 

376,963

 

 

67,558

 

17.9

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

108,399

 

 

105,945

 

 

2,454

 

2.3

%  

 

27,020

 

 

11,440

 

 

17,753

 

 

15,316

 

 

153,172

 

 

132,701

 

 

20,471

 

15.4

%  

NET OPERATING INCOME (LOSS):

 

 

250,905

 

 

228,977

 

 

21,928

 

9.6

%  

 

48,385

 

 

21,745

 

 

(7,941)

 

 

(6,460)

 

 

291,349

 

 

244,262

 

 

47,087

 

19.3

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property count

 

 

353

 

 

353

 

 

 

 

 

 

 

92

 

 

60

 

 

 

 

 

 

 

 

445

 

 

413

 

 

 

 

 

 

Total square footage

 

 

23,808

 

 

23,808

 

 

 

 

 

 

 

6,553

 

 

4,313

 

 

 

 

 

 

 

 

30,361

 

 

28,121

 

 

 

 

 

 

Period End Occupancy (1)

 

 

91.7

%  

 

90.1

%  

 

 

 

 

 

 

84.9

%  

 

84.1

%  

 

 

 

 

 

 

 

90.2

%  

 

89.1

%  

 

 

 

 

 

Period Average Occupancy (2)

 

 

92.3

%  

 

90.8

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized annual rent per occupied sq. ft. (3)

 

$

14.76

 

$

13.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

151,789

 

 

126,813

 

 

24,976

 

19.7

%  

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,371

 

 

28,422

 

 

(51)

 

(0.2)

%  

Acquisition related costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,301

 

 

7,484

 

 

(4,183)

 

(55.9)

%  

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

183,461

 

 

162,719

 

 

20,742

 

12.7

%  

OPERATING INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107,888

 

 

81,543

 

 

26,345

 

32.3

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,736)

 

 

(46,802)

 

 

3,066

 

6.6

%  

Loan procurement amortization expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,324)

 

 

(2,190)

 

 

(134)

 

(6.1)

%  

Equity in losses of real estate ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(411)

 

 

(6,255)

 

 

5,844

 

93.4

%  

Gains from sale of real estate, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,567

 

 

475

 

 

17,092

 

(100.0)

%  

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(228)

 

 

(405)

 

 

177

 

43.7

%  

Total other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,132)

 

 

(55,177)

 

 

26,045

 

47.2

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,756

 

 

26,366

 

 

52,390

 

198.7

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

336

 

 

(336)

 

(100.0)

%  

Total discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

336

 

 

(336)

 

(100.0)

%  

NET INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,756

 

 

26,702

 

 

52,054

 

194.9

%  

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(960)

 

 

(307)

 

 

(653)

 

(212.7)

%  

Noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84)

 

 

(16)

 

 

(68)

 

(425.0)

%  

NET INCOME ATTRIBUTABLE TO THE COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

77,712

 

$

26,379

 

$

51,333

 

194.6

%  

Distribution to preferred shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,008)

 

 

(6,008)

 

 

 —

 

 —

%  

NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

71,704

 

$

20,371

 

$

51,333

 

252.0

%  

 


(1)

Represents occupancy as of December 31 of the respective year.

(2)

Represents the weighted average occupancy for the period.

(3)

Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

 

48


 

Table of Contents

Revenues

 

Rental income increased from $330.9 million in 2014 to $392.5 million in 2015, an increase of $61.6 million, or 18.6%. This increase is primarily attributable to $40.3 million of additional income from the facilities acquired in 2014 and 2015, slightly offset by a decrease of $1.2 million of additional income relating to the disposal of nine facilities in 2015.  Also, increases in net rental rates for new and existing customers, lower levels of promotional discounts, and an increase in average occupancy of 150 basis points on the same-store portfolio provided a $22.5 million increase in rental income during 2015 as compared to 2014.

 

Other property related income consists of late fees, administrative charges, customer insurance commissions, sales of storage supplies and other ancillary revenues.  Other property related income increased from $40.1 million in 2014 to $45.2 million in 2015, an increase of $5.1 million, or 12.8%.  This increase is primarily attributable to increased fee revenue and insurance commissions of $3.2 million on the facilities acquired in 2014 and 2015 and a $1.9 million increase in same-store property related income mainly attributable to increased insurance penetration and higher average occupancy.

 

Property management fee income increased to $6.9 million in 2015 from $6.0 million during 2014, an increase of $0.9 million, or 14.3%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (227 facilities as of December 31, 2015 compared to 174 facilities as of December 31, 2014).

 

Operating Expenses

 

Property operating expenses increased from $132.7 million in 2014 to $153.2 million in 2015, an increase of $20.5 million, or 15.4%.  This increase is primarily attributable to $15.6 million of increased expenses associated with newly acquired facilities in 2015 and 2014.  Additionally, property operating expenses on the same-store portfolio increased $2.5 million due to an increase of $1.2 million in property taxes and $1.0 million in payroll.

 

Depreciation and amortization increased from $126.8 million in 2014 to $151.8 million in 2015, an increase of $25.0 million, or 19.7%.  This increase is primarily attributable to depreciation and amortization expense related to the 2014 and 2015 acquisitions.

 

Acquisition related costs decreased from $7.5 million during 2014 to $3.3 million during 2015, a decrease of $4.2 million, or 55.9%. This decrease is primarily attributable to the acquisition of 29 self-storage facilities in 2015 compared to 53 acquisitions during 2014.  Acquisition-related costs are non-recurring and fluctuate based on periodic investment activity.

 

Other (expense) income

 

Interest expense on loans decreased from $46.8 million during the year ended December 31, 2014 to $43.7 million during the year ended December 31, 2015, a decrease of $3.1 million, or 6.6%.  This decrease is attributable to lower rates on the credit facility and term loan facility compared to 2014 as a result of our improved credit ratings and credit facility amendment.  The weighted average effective interest rate of our outstanding debt decreased from 4.02% for the year ended December 31, 2014 to 3.61% for the year ended December 31, 2015 due to the previously discussed changes in the term loan facility and credit facility pricing and the repayment of $84.9 million in secured loans with a weighted average effective interest rate of 4.75%, while the average debt balances for the years ended December 31, 2015 and 2014 were constant at $1.2 billion.

 

Equity in losses of real estate ventures decreased from $6.3 million during the year ended December 31, 2014 to $0.4 million during the year ended December 31, 2015, a decrease of $5.9 million, or 93.4%.  This expense is related to our share of the losses attributable to HHF, a partnership in which we own a 50% interest, and HVP, a new partnership in which we entered into in December 2015 and in which we own a 10% interest.  The decrease is primarily attributable to HHF’s increased net operating income levels in 2015 as compared to 2014 as well as a decrease in amortization expense related to intangible assets from 2014 to 2015.

 

Gains from sale of real estate, net were $17.6 million and $0.5 million for the years ended December 31, 2015 and 2014, respectively. These gains are determined on a transactional basis and, accordingly, are not comparable across reporting periods.

 

Discontinued Operations

 

Income from discontinued operations was $0.3 million for the year ended December 31, 2014 with no comparable amount for the year ended December 31, 2015.  The income during the 2014 period represents real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage facilities that we sold in prior years.

49


 

Table of Contents

 

 

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013 (dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non Same-Store

 

Other/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-Store Property Portfolio

 

Properties

 

Eliminations

 

Total Portfolio

 

 

 

    

    

 

    

    

 

    

Increase/

    

%  

    

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

Increase/

    

%  

 

 

 

 

2014

 

2013

 

(Decrease)

 

Change

 

2014

 

2013

 

2014

 

2013

 

2014

 

2013

 

(Decrease)

 

Change

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

291,767

 

$

273,105

 

$

18,662

 

6.8

%  

$

39,131

 

$

8,145

 

$

 —

 

$

 —

 

$

330,898

 

$

281,250

 

$

49,648

 

17.7

%  

 

Other property related income

 

 

32,111

 

 

28,977

 

 

3,134

 

10.8

%  

 

5,098

 

 

796

 

 

2,856

 

 

2,592

 

 

40,065

 

 

32,365

 

 

7,700

 

23.8

%  

 

Property management fee income

 

 

 —

 

 

 —

 

 

 —

 

 —

%  

 

 —

 

 

 —

 

 

6,000

 

 

4,780

 

 

6,000

 

 

4,780

 

 

1,220

 

25.5

%  

 

Total revenues

 

 

323,878

 

 

302,082

 

 

21,796

 

7.2

%  

 

44,229

 

 

8,941

 

 

8,856

 

 

7,372

 

 

376,963

 

 

318,395

 

 

58,568

 

18.4

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

102,142

 

 

99,681

 

 

2,461

 

2.5

%  

 

15,243

 

 

4,237

 

 

15,316

 

 

14,304

 

 

132,701

 

 

118,222

 

 

14,479

 

12.2

%  

 

NET OPERATING INCOME (LOSS):

 

 

221,736

 

 

202,401

 

 

19,335

 

9.6

%  

 

28,986

 

 

4,704

 

 

(6,460)

 

 

(6,932)

 

 

244,262

 

 

200,173

 

 

44,089

 

22.0

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property count

 

 

346

 

 

346

 

 

 

 

 

 

 

75

 

 

20

 

 

 

 

 

 

 

 

421

 

 

366

 

 

 

 

 

 

 

Total square footage

 

 

23,175

 

 

23,175

 

 

 

 

 

 

 

5,447

 

 

1,475

 

 

 

 

 

 

 

 

28,622

 

 

24,650

 

 

 

 

 

 

 

Period End Occupancy (1)

 

 

90.0

%  

 

88.8

%  

 

 

 

 

 

 

85.1

%  

 

80.7

%  

 

 

 

 

 

 

 

89.1

%  

 

88.3

%  

 

 

 

 

 

 

Period Average Occupancy (2)

 

 

90.8

%  

 

88.2

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized annual rent per occupied sq. ft. (3)

 

$

13.86

 

$

13.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

126,813

 

 

112,313

 

 

14,500

 

12.9

%  

 

General and administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,422

 

 

29,563

 

 

(1,141)

 

(3.9)

%  

 

Acquisition related costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,484

 

 

3,849

 

 

3,635

 

94.4

%  

 

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162,719

 

 

145,725

 

 

16,994

 

11.7

%  

 

OPERATING INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,543

 

 

54,448

 

 

27,095

 

49.8

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,802)

 

 

(40,424)

 

 

(6,378)

 

(15.8)

%  

 

Loan procurement amortization expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,190)

 

 

(2,058)

 

 

(132)

 

(6.4)

%  

 

Loan procurement amortization expense - early repayment of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

(414)

 

 

414

 

(100.0)

%  

 

Equity in losses of real estate ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,255)

 

 

(1,151)

 

 

(5,104)

 

(443.4)

%  

 

Gains from sale of real estate, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

475

 

 

 —

 

 

475

 

(100.0)

%  

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(405)

 

 

8

 

 

(413)

 

5,162.5

%  

 

Total other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(55,177)

 

 

(44,039)

 

 

(11,138)

 

(25.3)

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,366

 

 

10,409

 

 

15,957

 

153.3

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

336

 

 

4,145

 

 

(3,809)

 

(91.9)

%  

 

Gain from disposition of discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 —

 

 

27,440

 

 

(27,440)

 

(100.0)

%  

 

Total discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

336

 

 

31,585

 

 

(31,249)

 

(98.9)

%  

 

NET INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,702

 

 

41,994

 

 

(15,292)

 

(36.4)

%  

 

NET (INCOME) LOSS ATTRIBUTABLE TO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(307)

 

 

(588)

 

 

281

 

47.8

%  

 

Noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16)

 

 

42

 

 

(58)

 

138.1

%  

 

NET INCOME ATTRIBUTABLE TO THE COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

26,379

 

$

41,448

 

$

(15,069)

 

(36.4)

%  

 

Distribution to preferred shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,008)

 

 

(6,008)

 

 

 —

 

 —

%  

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20,371

 

$

35,440

 

$

(15,069)

 

(42.5)

%  

 

 


(1)

Represents occupancy as of December 31 of each respective year.

(2)

Represents the weighted average occupancy for the period.

(3)

Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period.

 

Revenues

 

Rental income increased from $281.3 million in 2013 to $330.9 million in 2014, an increase of $49.6 million, or 17.7%. This increase is primarily attributable to $31.0 million of additional income from the facilities acquired in 2013 and 2014. Also, increases in net rental rates for new and existing customers, lower levels of promotional discounts, and an increase in average occupancy of 260 basis points on the same-store portfolio provided an $18.7 million increase in rental income during 2014 as compared to 2013.

 

Other property related income consists of late fees, administrative charges, customer insurance commissions, sales of storage supplies, and other ancillary revenues.  Other property related income increased from $32.4 million in 2013 to $40.1 million in 2014, an increase of $7.7 million, or 23.8%.  This increase is primarily attributable to increased fee revenue and insurance commissions of $4.3 million on the facilities acquired in 2013 and 2014 and a $3.1 million increase in same-store property related income mainly attributable to increased insurance penetration and higher average occupancy.

 

Property management fee income increased to $6.0 million in 2014 from $4.8 million during 2013, an increase of $1.2 million, or 25.5%.  This increase is attributable to an increase in management fees related to the third-party management business resulting from more stores under management and higher revenue at managed stores (174 facilities as of December 31, 2014, compared to 160 facilities as of December 31, 2013).

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Operating Expenses

 

Property operating expenses increased from $118.2 million in 2013 to $132.7 million in 2014, an increase of $14.5 million, or 12.2%.  This increase is primarily attributable to $11.0 million of increased expenses associated with newly acquired facilities in 2014 and 2013.  Additionally, property operating expenses on the same-store portfolio increased $2.5 million due to an increase of $1.5 million in property taxes, $0.5 million in snow removal costs and $0.5 million in utilities.

 

Depreciation and amortization increased from $112.3 million in 2013 to $126.8 million in 2014, an increase of $14.5 million, or 12.9%.  This increase is primarily attributable to depreciation and amortization expense related to the 2013 and 2014 acquisitions.

 

General and administrative expenses decreased from $29.6 million for the year ending December 31, 2013 to $28.4 million for the year ending December 31, 2014, a decrease of $1.2 million, or 3.9%.  The decrease is primarily attributable to $2.0 million of decreased share-based compensation expense.

 

Acquisition related costs increased from $3.8 million during 2013 to $7.5 million during 2014, an increase of $3.6 million, or 94.4%. This increase is primarily attributable to the acquisition of 53 self-storage facilities in 2014 compared to 20 acquisitions during 2013. Acquisition-related costs are non-recurring and fluctuate based on periodic investment activity.

 

 

Other (expense) income

 

Interest expense increased from $40.4 million during the year ended December 31, 2013 to $46.8 million during the year ended December 31, 2014, an increase of $6.4 million, or 15.8%.  The increase is attributable to a higher weighted average interest rate and a higher amount of outstanding debt in 2014. The weighted average effective interest rate of our outstanding debt increased from 3.93% for the year ended December 31, 2013 to 4.02% for the year ended December 31, 2014 as a result of the issuance of $250 million in aggregate principal amount of 4.375% unsecured senior notes during the fourth quarter of 2013.  The average outstanding debt balance increased $136.0 million to $1.2 billion for the year ended December 31, 2014 as the result of the debt incurred to fund a portion of the increase in acquisition activity from the prior year.

 

Equity in losses of real estate venture increased from $1.2 million during the year ended December 31, 2013 to $6.3 million during the year ended December 31, 2014, an increase of $5.1 million.  This expense is related to our share of the losses attributable to HHF.  The increase is driven by results of operations for a full year during 2014 compared to one month in 2013.

 

Discontinued Operations

 

Income from discontinued operations decreased from $4.1 million for the year ended December 31, 2013 to $0.3 million for the year ended December 31, 2014.  The income during the 2013 period represents the results of operations during the year for the 35 assets sold during 2013 for the period the assets were owned by us.  The income during the 2014 period represents real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage facilities that we sold in prior years.

 

Gains from disposition of discontinued operations were $27.4 million for the year ended December 31, 2013, with no comparable gains during 2014.  These gains are determined on a transactional basis and accordingly are not comparable across reporting periods.

 

Non-GAAP Financial Measures

 

NOI

 

We define net operating income, which we refer to as NOI, as total continuing revenues less continuing property operating expenses.  NOI also can be calculated by adding back to net income (loss): interest expense on loans, loan procurement amortization expense, loan procurement amortization expense — early repayment of debt, acquisition related costs, equity in losses of real estate ventures, other expense, depreciation and amortization expense, general and administrative expense, and deducting from net income (loss): gains from sale of real estate, net, income from discontinued operations, gains from disposition of discontinued operations, other income, gains from remeasurement of investments in real estate ventures and interest income.  NOI is not a measure of performance calculated in accordance with GAAP.

 

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We use NOI as a measure of operating performance at each of our facilities, and for all of our facilities in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.

 

We believe NOI is useful to investors in evaluating our operating performance because:

 

·

it is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy, and control our property operating expenses;

 

·

it is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and

 

·

we believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.

 

There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income.  We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income.  NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income.

 

FFO

 

Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance.  The April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts, as amended, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate and related impairment charges, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

 

Management uses FFO as a key performance indicator in evaluating the operations of our facilities. Given the nature of our business as a real estate owner and operator, we consider FFO a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States.  We believe that FFO is useful to management and investors as a starting point in measuring our operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of our operating performance such as gains (or losses) from sales of real estate, gains from remeasurement of investments in real estate ventures, impairments of depreciable assets, and depreciation, which can make periodic and peer analyses of operating performance more difficult. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies.

 

FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in our Consolidated Financial Statements.

 

FFO, as adjusted

 

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

 

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The following table presents a reconciliation of net income to FFO and FFO, as adjusted, for the years ended December 31, 2015 and 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

2015

    

2014

 

 

 

 

 

 

 

 

 

Net income attributable to the Company’s common shareholders

 

$

71,704

 

$

20,371

 

 

 

 

 

 

 

 

 

Add (deduct):

 

 

 

 

 

 

 

Real estate depreciation and amortization:

 

 

 

 

 

 

 

Real property

 

 

150,030

 

 

125,136

 

Company’s share of unconsolidated real estate ventures

 

 

7,323

 

 

12,543

 

Gains from sale of real estate, net

 

 

(17,567)

 

 

(475)

 

Noncontrolling interests in the Operating Partnership

 

 

960

 

 

307

 

FFO attributable to common shareholders and OP unitholders

 

$

212,450

 

$

157,882

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

Acquisition related costs (1)

 

 

3,508

 

 

7,484

 

   FFO attributable to common shareholders and OP unitholders, as adjusted

 

$

215,958

 

$

165,366

 

Weighted-average diluted shares and units outstanding

 

 

172,430

 

 

153,125

 

 


(1)

Acquisition related costs for the year ended December 31, 2015 include $0.2 million of acquisition related costs that are included in the Company’s share of equity in losses of real estate ventures.

 

Cash Flows

 

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

 

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2015 and 2014 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

 

 

 

Net cash provided by (used in):

    

2015

    

2014

    

Change

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

215,705

 

$

166,032

 

$

49,673

 

Investing activities

 

$

(374,608)

 

$

(522,699)

 

$

148,091

 

Financing activities

 

$

218,871

 

$

356,392

 

$

(137,521)

 

 

Cash provided by operating activities for the years ended December 31, 2015 and 2014 was $215.7 million and $166.0 million, respectively, an increase of $49.7 million.  Our increased cash flow from operating activities is primarily attributable to our 2014 and 2015 acquisitions and increased net operating income levels on the same-store portfolio in the 2015 period as compared to the 2014 period.

 

Cash used in investing activities was $374.6 million in 2015 and $522.7 million in 2014, a decrease of $148.1 million driven by a decrease in cash used for acquisitions of self-storage facilities.  Cash used in 2015 relates to the acquisition of 29 facilities for an aggregate purchase price of $292.4 million, net of $2.7 million of assumed debt, while cash used in investing activities in 2014 relates to the acquisition of 53 facilities for an aggregate purchase price of $568.2 million, net of $27.5 million of assumed debtThis decrease in cash used for acquisitions is offset by an increase of $57.7 million in cash used for development activities. Additionally, cash distributed from real estate ventures was $6.5 million in 2015 compared to $56.9 million in 2014.  

 

Cash provided by financing activities was $218.9 million in 2015 and $356.4 million in 2014, a decrease of $137.5 million.  Proceeds from the issuance of common shares decreased $181.9 million from $416.0 million in 2014 to $234.1 million in 2015, and net proceeds from the Revolver decreased $117.4 million from net proceeds of $39.4 million in 2014 to net repayments of $78.0 million in 2015.  Additionally, principal payments on our mortgage loans totaled $84.9 million in 2015 compared to $30.1 million in 2014. These decreases in cash provided by financing activities were offset by $249.3 million in net proceeds received from our issuance of unsecured senior notes in 2015, with no similar transaction in 2014.

 

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Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

 

A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2014 and 2013 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 

 

 

 

 

Net cash provided by (used in):

    

2014

    

2013

    

Change

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

166,032

 

$

142,862

 

$

23,170

 

Investing activities

 

$

(522,699)

 

$

(282,924)

 

$

(239,775)

 

Financing activities

 

$

356,392

 

$

138,743

 

$

217,649

 

 

Cash provided by operating activities for the years ended December 31, 2014 and 2013 was $166.0 million and $142.9 million, respectively, an increase of $23.1 million.  Our increased cash flow from operating activities is primarily attributable to our 2013 and 2014 acquisitions and increased net operating income levels on the same-store portfolio in the 2014 period as compared to the 2013 period.

 

Cash used in investing activities was $522.7 million in 2014 and $282.9 million in 2013, an increase of $239.8 million driven by an increase in cash used for acquisitions of self-storage facilities.  Cash used in 2014 relates to the acquisition of 53 facilities for an aggregate purchase price of $568.2 million, net of $27.5 million of assumed debt, while cash used in investing activities in 2013 relates to the acquisition of 20 facilities for an aggregate purchase price of $189.8 million, net of $8.9 million of assumed debt.  In 2013, cash used in investing activities was offset by $123.8 million in net cash proceeds from the disposition of 35 facilities compared to net cash proceeds received of only $13.5 million from the sale of one asset and a parcel of land in 2014.  Additionally, cash used in investing activities in 2013 also reflects our $157.5 million investment in the HHF joint venture, with no similar transaction in 2014.  This overall increase in net investment activity from 2013 to 2014 was offset by cash used for development activities of $54.0 million in 2013, compared to $23.6 million in 2014 as well as distributions of capital of $56.9 million from the HHF joint venture in 2014.

 

Cash provided by financing activities was $356.4 million in 2014 and $138.7 million in 2013, an increase of $217.7 million.  Proceeds from the issuance of common shares were $416.0 million in 2014, compared to $100.3 million in 2013 and net proceeds from the Revolver were $39.4 million in 2014 compared to net payments of $6.4 million in 2013.  In 2013, we received proceeds of $247.5 million from our issuance of unsecured senior notes, with no similar transaction in 2014.  Cash provided by financing activities was offset by principal payments on the unsecured term loans and mortgages that totaled $30.1 million in 2014 compared to $136.5 million in 2013, with the 2013 payments including a $100.0 million repayment of a term loan scheduled to mature in 2014, and an increase in distributions during 2014 of $16.8 million.

 

Liquidity and Capital Resources

 

Liquidity Overview

 

Our cash flow from operations has historically been one of our primary sources of liquidity used to fund debt service, distributions and capital expenditures.  We derive substantially all of our revenue from customers who lease space from us at our facilities and fees earned from managing facilities.  Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and collect from our customers.  We believe that the facilities in which we invest, self-storage facilities, are less sensitive than other real estate product types to near-term economic downturns.  However, prolonged economic downturns will adversely affect our cash flows from operations.

 

In order to qualify as a REIT for federal income tax purposes, the Parent Company is required to distribute at least 90% of REIT taxable income, excluding capital gains, to its shareholders on an annual basis or pay federal income tax.  The nature of our business, coupled with the requirement that we distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short term and the long term.

 

Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders, capital expenditures, and the development of new facilities.  These funding requirements will vary from year to year, in some cases significantly.  In the 2016 fiscal year, we expect recurring capital expenditures to be approximately $15 million to $20 million, planned capital improvements and facility upgrades to be approximately $5 million to $10 million and costs associated with the development of new facilities to be approximately $35 million to $40 million.  Our currently scheduled principal payments on debt, including borrowings outstanding on the Credit Facility and Term Loan Facility, are approximately $36.9 million in 2016.

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Our most restrictive financial covenants limit the amount of additional leverage we can add; however, we believe cash flows from operations, access to equity financing, including through our “at-the-market” equity program, and available borrowings under our Credit Facility provide adequate sources of liquidity to enable us to execute our current business plan and remain in compliance with our covenants.

 

Our liquidity needs beyond 2016 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating facilities; (iii) acquisitions of additional facilities; and (iv) development of new facilities. We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Credit Facility, sales of common or preferred shares of the Parent Company and common or preferred units of the Operating Partnership and/or cash generated through facility dispositions and joint venture transactions.

 

We believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity.  However, we cannot provide any assurance that this will be the case.  Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders.  In addition, dislocation in the United States debt markets may significantly reduce the availability and increase the cost of long-term debt capital, including conventional mortgage financing and commercial mortgage-backed securities financing.  There can be no assurance that such capital will be readily available in the future.  Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about us.

 

As of December 31, 2015, we had approximately $62.9 million in available cash and cash equivalents.  In addition, we had approximately $500.0 million of availability for borrowings under our Credit Facility.

 

Unsecured Senior Notes

 

On October 26, 2015, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.000% unsecured senior notes due November 15, 2025 (the “2025 Senior Notes”). On December 17, 2013, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.375% unsecured senior notes due December 15, 2023 (the “2023 Senior Notes”).  On June 26, 2012, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.800% unsecured senior notes due July 15, 2022 (the “2022 Senior Notes”).  The 2025 Senior Notes, the 2023 Senior Notes, and the 2022 Senior Notes are collectively referred to as the “Senior Notes.” 

 

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt.  The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt.  The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2015, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

 

Revolving Credit Facility and Unsecured Term Loans

 

On June 20, 2011, we entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100.0 million term loan with a five-year maturity (“Term Loan A”) and a $100.0 million term loan with a seven-year maturity (“Term Loan B”). On December 9, 2011, we entered into a credit facility (the “Credit Facility”) comprised of a $100.0 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200.0 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300.0 million unsecured revolving facility maturing in December 2015 (“Revolver”).

 

On June 18, 2013, we amended both the Term Loan Facility and Credit Facility. With respect to the Term Loan Facility, among other things, the amendment extended the maturity date to June 2018 and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. With respect to the Credit Facility, among other things, the amendment extended the maturity date to January 2019 and decreased the pricing of Term Loan D. On August 5, 2014, we further amended the Term Loan Facility to extend the maturity date to January 2020 and decrease the pricing of Term Loan B. On December 17, 2013, we repaid the $100.0 million balance under Term Loan C that was scheduled to mature in December 2014.

 

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Pricing on the Term Loan Facility depends on our unsecured debt credit ratings.  At our current Baa2/BBB level, amounts drawn under Term Loan A are priced at 1.30% over LIBOR, while amounts drawn under Term Loan B are priced at 1.15% over LIBOR.

 

On April 22, 2015, we further amended the Credit Facility with respect to the Revolver. Among other things, the amendment increased the aggregate amount of the Revolver from $300.0 million to $500.0 million, decreased the facility fee from 0.20% to 0.15% and extended the maturity date from June 18, 2017 to April 22, 2020.

 

 

Pricing on the Credit Facility depends on our unsecured debt credit ratings.  At our current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%, while amounts drawn under Term Loan D are priced at 1.30% over LIBOR.

 

We incurred costs of $2.3 million in 2015 in connection with amending the Credit Facility and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Additionally, in connection with the amendment, $0.1 million of unamortized costs were written-off. All remaining unamortized costs, along with costs incurred in connection with the amendment, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

 

As of December 31, 2015, $200.0 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200.0 million of unsecured term loan borrowings were outstanding under the Credit Facility and $500.0 million was available for borrowing under the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $30 thousand. In connection with a portion of the unsecured borrowings, we had interest rate swaps as of December 31, 2015 that fix 30-day LIBOR (see note 10). As of December 31, 2015, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had an effective weighted average interest rate of 3.00%.

 

The Term Loan Facility and the term loan under the Credit Facility were fully drawn as of December 31, 2015 and no further borrowings may be made under the term loans. Our ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

 

·

Maximum total indebtedness to total asset value of 60.0% at any time;

 

·

Minimum fixed charge coverage ratio of 1.50:1.00; and

 

·

Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

 

Further, under the Credit Facility and Term Loan Facility, we are restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

 

As of December 31, 2015, we were in compliance with all of our financial covenants and anticipate being in compliance with all of our financial covenants through the terms of the Credit Facility and Term Loan Facility.

 

Issuance of Common Shares

 

Pursuant to a previous sales agreement, we had an “at-the-market” equity program that enabled us to sell common shares through a sales agent. On May 7, 2013, we terminated the previous sales agreement with our previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with a group of sales agents (collectively, the “Sales Agents”).   The Equity Distribution Agreements replaced the previous sale agreement and were amended on May 5, 2014, October 2, 2014, and December 30, 2015 to increase the number of common shares authorized for sale through “at-the-market” equity offerings.  Pursuant to the Equity Distribution Agreements, as amended, we may sell, from time to time, up to 40.0 million common shares of beneficial interest through the Sales Agents.

 

During 2015, we sold a total of 9.0 million common shares under the agreements at an average sales price of $26.35 per share, resulting in net proceeds of $234.2 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of self-storage facilities and for general corporate purposes.  As of December 31, 2015,  10.2 million common shares remained available for issuance under the Equity Distribution Agreements.

 

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During 2014, we sold a total of 15.2 million common shares under the agreements at an average sales price of $18.22 per share, resulting in net proceeds of $273.0 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2014 were used to fund acquisitions of self-storage facilities and for general corporate purposes.

 

On October 20, 2014, the Parent Company completed a public offering of 7,475,000 common shares at a public offering price of $19.33, inclusive of the full exercise by the underwriters of their option to purchase 975,000 shares to cover over-allotments. We received approximately $143.0 million in net proceeds from the offering after deducting the underwriting discount and other offering expenses.  The proceeds combined with the proceeds raised from the program were used for general corporate purposes including funding a portion of our investment activity.

 

Recent Developments

 

Subsequent to December 31, 2015, the Company acquired five self-storage facilities in New York (1), Texas (3), and Washington, D.C. (1) for an aggregate purchase price of $105.9 million. The facility in New York was acquired upon completion of construction and issuance of a certificate of occupancy.

 

Subsequent to December 31, 2015, HVP acquired one self-storage facility in Michigan for a purchase price of approximately $5.7 million.

 

Other Material Changes in Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

    

2015

    

2014

    

Change

 

 

 

 

 

 

(in thousands)

 

 

 

 

Selected Assets

 

 

 

 

 

 

 

 

 

 

Storage facilities, net

 

$

2,872,983

 

$

2,625,129

 

$

247,854

 

Restricted cash

 

$

24,600

 

$

3,305

 

$

21,295

 

 

 

 

 

 

 

 

 

 

 

 

Selected Liabilities

 

 

 

 

 

 

 

 

 

 

Unsecured senior notes

 

$

750,000

 

$

500,000

 

$

250,000

 

Mortgage loans and notes payable

 

$

112,212

 

$

195,851

 

$

(83,639)

 

 

Storage facilities, net of accumulated depreciation, increased $247.9 million primarily as a result of the acquisition of 29 self-storage facilities, fixed asset additions, and development costs incurred during the year.  Restricted cash increased $21.3 million primarily as a result of a portion of the net proceeds from the sale of the El Paso, TX assets remaining in escrow as of December 31, 2015 to fund future acquisitions under a tax free like kind exchange.  

 

The increase in Unsecured senior notes of $250.0 million is a result of the issuance of our 4.00% senior notes due November 15, 2025 during the year. The $83.6 million decrease in Mortgage loans and notes payable is primarily the result of the repayment of four mortgage loans aggregating $82.6 million during 2015.

 

Contractual Obligations

 

The following table summarizes our known contractual obligations as of December 31, 2015 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

2021 and

 

 

 

Total

 

2016

 

2017

 

2018

 

2019

 

2020

 

thereafter

 

Mortgage loans and notes payable (a)

 

$

109,993

 

$

36,880

 

$

1,830

 

$

1,934

 

$

10,902

 

$

12,009

 

$

46,438

 

Revolving credit facility and unsecured term loans

 

 

400,000

 

 

 —

 

 

 —

 

 

100,000

 

 

200,000

 

 

100,000

 

 

 —

 

Unsecured senior notes

 

 

750,000

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

750,000

 

Interest payments

 

 

325,087

 

 

55,262

 

 

51,675

 

 

44,459

 

 

36,472

 

 

36,000

 

 

101,219

 

Ground leases

 

 

97,928

 

 

1,724

 

 

1,724

 

 

1,637

 

 

1,632

 

 

1,682

 

 

89,529

 

Software and service contracts

 

 

5,015

 

 

3,220

 

 

1,210

 

 

585

 

 

 —

 

 

 —

 

 

 —

 

Development commitments

 

 

47,551

 

 

36,917

 

 

10,634

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

1,735,574

 

$

134,003

 

$

67,073

 

$

148,615

 

$

249,006

 

$

149,691

 

$

987,186

 


(a)

Amounts do not include unamortized discounts/premiums.

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We expect to satisfy contractual obligations owed in 2016 through a combination of cash generated from operations and from draws on the revolving portion of our Credit Facility.

 

Off-Balance Sheet Arrangements

 

We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities not previously discussed.

 

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our future income, cash flows, and fair values relevant to financial instruments depend upon prevailing market interest rates.

 

Market Risk

 

Our investment policy relating to cash and cash equivalents is to preserve principal and liquidity while maximizing the return through investment of available funds.

 

Effect of Changes in Interest Rates on our Outstanding Debt

 

Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates for a portion of our borrowings through the use of derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument or to effectively lock the interest rate on a portion of our variable rate debt.  The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.  The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.  Market values are the present value of projected future cash flows based on the market interest rates chosen.

 

As of December 31, 2015 our consolidated debt consisted of $1.3 billion of outstanding mortgages, unsecured senior notes, and unsecured term loans that are subject to fixed rates, including variable rate debt that is effectively fixed through our use of interest rate swaps.  Borrowings under our revolving credit facility are subject to floating rates.  Changes in market interest rates have different impacts on the fixed and variable rate portions of our debt portfolio.  A change in market interest rates on the fixed portion of the debt portfolio impacts the net financial instrument position, but has no impact on interest incurred or cash flows.  A change in market interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows, but does not impact the net financial instrument position.

 

If market interest rates increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would decrease by approximately $65.5 million.  If market interest rates decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt, unsecured senior notes, and unsecured term loans would increase by approximately $73.7 million.

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this Report.

 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

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ITEM 9A.  CONTROLS AND PROCEDURES

 

Controls and Procedures (Parent Company)

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Report, the Parent Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

 

Based on that evaluation, the Parent Company’s chief executive officer and chief financial officer have concluded that the Parent Company’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Parent Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Parent Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in the Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management’s report on internal control over financial reporting of the Parent Company is set forth on page F-2 of this Report, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2015 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

 

Controls and Procedures (Operating Partnership)

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Operating Partnership’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).

 

Based on that evaluation, the Operating Partnership’s chief executive officer and chief financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Operating Partnership’s management, including the Operating Partnership’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

Management’s report on internal control over financial reporting of the Operating Partnership is set forth on page F-3 of this Report, and is incorporated herein by reference. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2015 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.

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ITEM 9B.  OTHER INFORMATION

 

Not applicable.

 

PART III

 

ITEM 10.  TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

We have adopted a Code of Ethics for all of our employees, officers and trustees, including our principal executive officer and principal financial officer, which is available on our website at www.cubesmart.com.  We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

 

The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement for the Annual Shareholders Meeting to be held in 2016 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers,” “Meetings and Committees of the Board of Trustees,” and “Shareholder Proposals and Nominations for the 2016 Annual Meeting.”  The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

 

ITEM 11.  EXECUTIVE COMPENSATION

 

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Compensation Committee Report,” “Meetings and Committees of the Board of Trustees — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2015.

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Number of securities remaining

 

 

 

Number of securities to

 

Weighted-average

 

available for future issuance under

 

 

 

be issued upon exercise

 

exercise price of

 

equity compensation plans

 

 

 

of outstanding options,

 

outstanding options,

 

(excluding securities

 

Plan Category

 

warrants and rights

    

warrants and rights

    

reflected in column(a))

 

 

 

(a)

 

(b)

 

(c)

 

Equity compensation plans approved by shareholders

 

2,421,944

(1)

$

13.07

(2)

1,502,143

 

Equity compensation plans not approved by shareholders

 

 

 

 

 

 

 

Total

 

2,421,944

 

$

13.07

 

1,502,143

 

 


(1)

Excludes 484,703 shares subject to outstanding restricted share unit awards.

 

(2)

This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.

 

The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Security Ownership of Management” and “Security Ownership of Beneficial Owners.”

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE

 

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Corporate Governance- Independence of Trustees,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”

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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Registered Public Accounting Firm” and “- Audit Committee Pre-Approval Policies and Procedures.”

 

PART IV

 

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Documents filed as part of this report:

 

1. Financial Statements.

 

The response to this portion of Item 15 is submitted as a separate section of this report.

 

2. Financial Statement Schedules.

 

The response to this portion of Item 15 is submitted as a separate section of this report.

 

3. Exhibits.

 

The list of exhibits filed with this Report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.

 

(b) Exhibits.  The following documents are filed as exhibits to this report:

 

 

 

 

3.1*

 

Articles of Amendment to the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.

 

 

 

3.2*

 

Articles of Restatement of the Declaration of Trust of CubeSmart, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on May 28, 2015.

 

 

 

3.3*

 

Articles Supplementary to Declaration of Trust of CubeSmart classifying and designating CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 3.3 to CubeSmart’s Form 8-A, filed on October 31, 2011.

 

 

 

3.4*

 

Third Amended and Restated Bylaws of CubeSmart, effective September 14, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

 

 

 

3.5*

 

Certificate of Limited Partnership of U-Store-It, L.P., incorporated by reference to Exhibit 3.1 to CubeSmart, L.P.’s Registration Statement on Form 10, filed on July 15, 2011.

 

 

 

3.6*

 

Amendment No. 1 to Certificate of Limited Partnership of CubeSmart, L.P., dated September 14, 2011, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

 

 

 

3.7*

 

Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

 

 

 

3.8*

 

Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of September 14, 2011, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed on September 16, 2011.

 

 

 

3.9*

 

Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of CubeSmart, L.P. dated as of November 2, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2011.

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4.1*

 

Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 20, 2004, File No. 333-117848.

 

 

 

4.2*

 

Form of Certificate for CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 4.1 to CubeSmart’s Form 8-A, filed on October 31, 2011.

 

 

 

4.3*

 

Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011.

 

 

 

4.4*

 

First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.

 

 

 

4.5*

 

Form of $250 million aggregate principal amount of 4.80% senior note due July 15, 2022, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.

 

 

 

4.6*

 

Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012.

 

 

 

4.7*

 

Second Supplemental Indenture, dated as of December 17, 2013, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

 

 

 

4.8*

 

$250 million aggregate principal amount of 4.375% senior notes due December 15, 2023, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

 

 

 

4.9*

 

CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on December 17, 2013.

 

 

 

4.10*

 

Third Supplemental Indenture, dated October 26, 2015, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.

 

 

 

4.11*

 

Form of $250 million aggregate principal amount of 4.000% senior note due November 15, 2025, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on October 26, 2015.

 

 

 

10.1*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated March 29, 2005, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.2*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.3*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.4*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

10.5*

 

First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on August 7, 2007.

 

 

 

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10.6*

 

Lease, dated March 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005.

 

 

 

10.7*

 

Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.

 

 

 

10.8*

 

Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005.

 

 

 

10.9*†

 

Amended and Restated Executive Employment Agreement, dated June 29, 2010, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 2, 2010.

 

 

 

10.10*†

 

Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue (substantially identical agreements have been entered into with Dean Jernigan, Christopher P. Marr, Timothy M. Martin, Jeffrey P. Foster, Daniel William M. Diefenderfer III, Piero Bussani, John W. Fain, B. Hurwitz, Marianne M. Keler, and John F. Remondi), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004.

 

 

 

10.11*†

 

Amended and Restated Noncompetition Agreement, dated as of June 29, 2010, by and between U-Store-It Trust and Timothy M. Martin, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 2, 2010.

 

 

 

10.12*†

 

Amended and Restated Noncompetition Agreement, dated as of January 24, 2011, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 27, 2011.

 

 

 

10.13*†

 

Nonqualified Share Option Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006.

 

 

 

10.14*†

 

Nonqualified Share Option Agreement, dated as of April 19, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006.

 

 

 

10.15*†

 

Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008.

 

 

 

10.16*†

 

Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.17*†

 

Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007

 

 

 

10.18*†

 

Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007.

 

 

 

10.19*†

 

Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

 

 

 

10.20*†

 

Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008.

 

 

 

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10.21*†

 

U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.22*†

 

U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009.

 

 

 

10.23*†

 

U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005.

 

 

 

10.24*†

 

Amended and Restated U-Store It Trust 2007 Equity Incentive Plan, effective June 2, 2011, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 4, 2010.

 

 

 

10.25*†

 

Amended and Restated Employment Letter Agreement, dated April 4, 2011, by and between U-Store-It Trust and Jeffrey P. Foster, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 6, 2011.

 

 

 

10.26*

 

Term Loan Agreement dated as of June 20, 2011 by and among U-Store-It, L.P., as Borrower, U-Store-It Trust, and Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2011.

 

 

 

10.27*

 

Credit Agreement dated as of December 9, 2011 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Securities, LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated, as Revolver and Tranche A joint lead arrangers and joint bookrunners and Wells Fargo Securities, LLC, as Tranche B sole lead arranger and sole bookrunner, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2011.

 

 

 

10.28*†

 

Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

 

 

 

10.29*†

 

Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

 

 

 

10.30*†

 

Form of 2012 Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2012.

 

 

 

10.31*

 

First Amendment to Credit Agreement, dated as of April 5, 2012, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association and each of the lenders party to the credit agreement dated December 9, 2011, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 7, 2012.

 

 

 

10.32*†

 

Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

 

 

 

10.33*†

 

Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K, filed on February 28, 2013.

 

 

 

10.34*

 

Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 6, 2013.

 

 

 

10.35*

 

Form of Equity Distribution Agreement, dated May 7, 2013, by and among CubeSmart, CubeSmart, L.P. and each of Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on May 7, 2013.

 

 

 

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10.36*

 

Second Amendment to Credit Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 18, 2013.

 

 

 

10.37*

 

Second Amendment to Term Loan Agreement dated as of June 18, 2013 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on June 18, 2013.

 

 

 

10.38*†

 

Advisory Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed on November 8, 2013.

 

 

 

10.39*†

 

Executive Employment Agreement, entered into as of January 24, 2014 and effective as of January 1, 2014, by and between CubeSmart and Christopher P. Marr, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on January 28, 2014.

 

 

 

10.40*†

 

Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.41*†

 

Form of Non-Qualified Share Option Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.42*†

 

Form of Non-Qualified Share Option Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.43*†

 

Form of Performance Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.44*†

 

Form of Performance Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.45*†

 

Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.46*†

 

Form of Restricted Share Award Agreement for Executive Officers (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.47*†

 

Form of Restricted Share Award Agreement (3-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.48*†

 

Form of Restricted Share Award Agreement (5-Year Vesting) under the CubeSmart 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.65 to the Company’s Annual Report on Form 10-K, filed on February 28, 2014.

 

 

 

10.49*

 

Form of Amendment No. 1 to Equity Distribution Agreement, dated May 5, 2014, by and among CubeSmart, CubeSmart, L.P. and each of the Sales Agents (as defined therein), incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on May 5, 2014.

 

 

 

10.50*

 

Form of Amendment No. 2 to Equity Distribution Agreement, dated October 2, 2014, by and among CubeSmart, CubeSmart, L.P. and each of the Sales Agents (as defined therein), incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K, filed on October 2, 2014.

 

 

 

10.51*

 

Agreement for Purchase and Sale, dated August 25, 2014, by and among CubeSmart, L.P. and certain limited liability companies controlled by HSRE REIT I and HSRE REIT II (the “HSRE Purchase Agreement”), incorporated by reference to Exhibit 10.1. to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014.

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10.52*

 

Amendment no. 1 to the HSRE Purchase Agreement, dated October 2, 2014, by and among CubeSmart, L.P. and certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014.

 

 

 

10.53*

 

Amendment no. 2 to the HSRE Purchase Agreement, dated October 7, 2014, by and among CubeSmart, L.P. and certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014.

 

 

 

10.54*

 

Amendment no. 3 to the HSRE Purchase Agreement, dated October 9, 2014, by and among CubeSmart, L.P. and certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014.

 

 

 

10.55*

 

Amendment no. 4 to the HSRE Purchase Agreement, dated October 13, 2014, by and among CubeSmart, L.P. and certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014.

 

 

 

10.56*

 

Third Amendment to Credit Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.

 

 

 

10.57*

 

Fourth Amendment to Term Loan Agreement, dated as of April 22, 2015, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association, as Administrative Agent and each of the lenders party thereto, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed on April 27, 2015.

 

 

 

10.58*

 

Equity Distribution Agreement, dated December 30, 2015, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc., incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2015.

 

 

 

10.59*

 

Form of Amendment No. 3 to Equity Distribution Agreement, dated December 30, 2015, by and among CubeSmart, CubeSmart, L.P. and each of the Initial Sales Agents (as defined therein), incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K, filed on December 30, 2015.

 

 

 

12.1

 

Statement regarding Computation of Ratios of CubeSmart.

 

 

 

12.2

 

Statement regarding Computation of Ratios of CubeSmart, L.P.

 

 

 

21.1

 

List of Subsidiaries.

 

 

 

23.1

 

Consent of KPMG LLP relating to financial statements of CubeSmart.

 

 

 

23.2

 

Consent of KPMG LLP relating to financial statements of CubeSmart, L.P.

 

 

 

31.1

 

Certification of Chief Executive Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Chief Financial Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.3

 

Certification of Chief Executive Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.4

 

Certification of Chief Financial Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

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32.2

 

Certification of Chief Executive Officer and Chief Financial Officer of CubeSmart, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

99.1

 

Material Tax Considerations.

 

 

 

101

 

The following CubeSmart and CubeSmart, L.P. financial information for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith.

 


*

 

Incorporated herein by reference as above indicated.

 

 

 

 

Denotes a management contract or compensatory plan, contract or arrangement.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

CUBESMART

 

 

 

 

By:

/s/  Timothy M. Martin

 

 

Timothy M. Martin

 

 

Chief Financial Officer

 

Date: February 19, 2016

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

 

 

 

 

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ William M. Diefenderfer III

 

Chairman of the Board of Trustees

 

February 19, 2016

William M. Diefenderfer III

 

 

 

 

 

 

 

 

 

/s/ Christopher P. Marr

 

Chief Executive Officer and Trustee

 

February 19, 2016

Christopher P. Marr

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Timothy M. Martin

 

Chief Financial Officer

 

February 19, 2016

Timothy M. Martin

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Piero Bussani

 

Trustee

 

February 19, 2016

Piero Bussani

 

 

 

 

 

 

 

 

 

/s/ John W. Fain

 

Trustee

 

February 19, 2016

John W. Fain

 

 

 

 

 

 

 

 

 

/s/ Marianne M. Keler

 

Trustee

 

February 19, 2016

Marianne M. Keler

 

 

 

 

 

 

 

 

 

/s/ John F. Remondi

 

Trustee

 

February 19, 2016

John F. Remondi

 

 

 

 

 

 

 

 

 

/s/ Jeffrey F. Rogatz

 

Trustee

 

February 19, 2016

Jeffrey F. Rogatz

 

 

 

 

 

 

 

 

 

/s/ Deborah Ratner Salzberg

 

Trustee

 

February 19, 2016

Deborah Ratner Salzberg

 

 

 

 

 

 

 

 

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FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

Page No.

Consolidated Financial Statements of CUBESMART and CUBESMART, L.P. (the “Company”)

 

 

 

 

 

Management’s Report on CubeSmart Internal Control Over Financial Reporting 

 

F-2

 

 

 

Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting 

 

F-3

 

 

 

Reports of Independent Registered Public Accounting Firm 

 

F-4

 

 

 

CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, 2015 and 2014 

 

F-8

 

 

 

CubeSmart and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013 

 

F-9

 

 

 

CubeSmart and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014, and 2013 

 

F-10

 

 

 

CubeSmart and Subsidiaries Consolidated Statements of Equity for the years ended December 31, 2015, 2014, and 2013 

 

F-11

 

 

 

CubeSmart and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013 

 

F-12

 

 

 

CubeSmart, L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2015 and 2014 

 

F-13

 

 

 

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013 

 

F-14

 

 

 

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014, and 2013 

 

F-15

 

 

 

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Capital for the years ended December 31, 2015, 2014, and 2013 

 

F-16

 

 

 

CubeSmart, L.P. and Subsidiaries Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013 

 

F-17

 

 

 

Notes to Consolidated Financial Statements 

 

F-18

 

F-1


 

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MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management of CubeSmart (the “REIT”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the REIT’s management is required to assess the effectiveness of the REIT’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the REIT’s internal control over financial reporting is effective.

 

The REIT’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The REIT’s internal control over financial reporting includes those policies and procedures that:

 

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the REIT;

 

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the REIT are being made only in accordance with the authorization of the REIT’s management and its Board of Trustees; and

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the REIT’s assets that could have a material effect on the financial statements.

 

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

 

Under the supervision, and with the participation, of the REIT’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2015, the REIT’s internal control over financial reporting was effective based on the COSO framework.

 

The effectiveness of our internal control over financial reporting as of December 31, 2015, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

 

 

 

 

February 19, 2016

F-2


 

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MANAGEMENT’S REPORT ON CUBESMART, L.P. INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management of CubeSmart, L.P. (the “Partnership”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Partnership’s management is required to assess the effectiveness of the Partnership’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Partnership’s internal control over financial reporting is effective.

 

The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Partnership’s internal control over financial reporting includes those policies and procedures that:

 

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Partnership;

 

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Partnership are being made only in accordance with the authorization of the Partnership’s management and its Board of Trustees; and

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

 

There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

 

Under the supervision, and with the participation, of the Partnership’s management, including the principal executive officer and principal financial officer, management conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2015, the Partnership’s internal control over financial reporting was effective based on the COSO framework.

 

The effectiveness of our internal control over financial reporting as of December 31, 2015, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.

 

 

 

 

 

February 19, 2016

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Report of Independent Registered Public Accounting Firm

 

The Board of Trustees and Shareholders of

CubeSmart:

 

We have audited the accompanying consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we have also audited financial statement Schedule III.  These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

As discussed in Note 18 to the consolidated financial statements, the Company changed its method for reporting discontinued operations as of January 1, 2014.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 19, 2016, expressed an unqualified opinion on the effectiveness of CubeSmart’s internal control over financial reporting.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

February 19, 2016

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Report of Independent Registered Public Accounting Firm

 

The Partners of

CubeSmart, L.P.:

 

We have audited the accompanying consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we have also audited financial statement Schedule III.  These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart, L.P.’s management.  Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart, L.P. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

As discussed in Note 18 to the consolidated financial statements, the Company changed its method for reporting discontinued operations as of January 1, 2014.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart, L.P.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 19, 2016, expressed an unqualified opinion on the effectiveness of CubeSmart, L.P.’s internal control over financial reporting.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

February 19, 2016

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

The Board of Trustees and Shareholders of

CubeSmart:

 

We have audited CubeSmart’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). CubeSmart's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, CubeSmart maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CubeSmart and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 19, 2016 expressed an unqualified opinion on those consolidated financial statements.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

February 19, 2016

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

The Partners of

CubeSmart, L.P.:

 

We have audited CubeSmart, L.P’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). CubeSmart, L.P.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on CubeSmart, L.P. Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, CubeSmart, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CubeSmart, L.P. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 19, 2016 expressed an unqualified opinion on those consolidated financial statements.

 

/s/ KPMG LLP

 

Philadelphia, Pennsylvania

February 19, 2016

F-7


 

Table of Contents

CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

December 31, 

 

 

    

2015

    

2014

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Storage facilities

 

$

3,467,032

 

$

3,117,198

 

Less: Accumulated depreciation

 

 

(594,049)

 

 

(492,069)

 

Storage facilities, net (including VIE assets of $136,274 and $49,829, respectively)

 

 

2,872,983

 

 

2,625,129

 

Cash and cash equivalents

 

 

62,869

 

 

2,901

 

Restricted cash

 

 

24,600

 

 

3,305

 

Loan procurement costs, net of amortization

 

 

13,470

 

 

10,653

 

Investment in real estate ventures, at equity

 

 

97,281

 

 

95,709

 

Other assets, net

 

 

43,631

 

 

48,642

 

Total assets

 

$

3,114,834

 

$

2,786,339

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Unsecured senior notes

 

$

750,000

 

$

500,000

 

Revolving credit facility

 

 

 —

 

 

78,000

 

Unsecured term loans

 

 

400,000

 

 

400,000

 

Mortgage loans and notes payable

 

 

112,212

 

 

195,851

 

Accounts payable, accrued expenses and other liabilities

 

 

85,034

 

 

69,198

 

Distributions payable

 

 

38,685

 

 

28,137

 

Deferred revenue

 

 

17,519

 

 

15,311

 

Security deposits

 

 

403

 

 

401

 

Total liabilities

 

 

1,403,853

 

 

1,286,898

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

66,128

 

 

49,823

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

7.75% Series A Preferred shares $.01 par value, 3,220,000 shares authorized, 3,100,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively

 

 

31

 

 

31

 

Common shares $.01 par value, 400,000,000 shares authorized, 174,667,870 and 163,956,675 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively

 

 

1,747

 

 

1,639

 

Additional paid-in capital

 

 

2,231,181

 

 

1,974,308

 

Accumulated other comprehensive loss

 

 

(4,978)

 

 

(8,759)

 

Accumulated deficit

 

 

(584,654)

 

 

(519,193)

 

Total CubeSmart shareholders’ equity

 

 

1,643,327

 

 

1,448,026

 

Noncontrolling interests in subsidiaries

 

 

1,526

 

 

1,592

 

Total equity

 

 

1,644,853

 

 

1,449,618

 

Total liabilities and equity

 

$

3,114,834

 

$

2,786,339

 

 

See accompanying notes to the consolidated financial statements.

F-8


 

Table of Contents

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

Rental income

 

$

392,476

 

$

330,898

 

$

281,250

Other property related income

 

 

45,189

 

 

40,065

 

 

32,365

Property management fee income

 

 

6,856

 

 

6,000

 

 

4,780

Total revenues

 

 

444,521

 

 

376,963

 

 

318,395

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

153,172

 

 

132,701

 

 

118,222

Depreciation and amortization

 

 

151,789

 

 

126,813

 

 

112,313

General and administrative

 

 

28,371

 

 

28,422

 

 

29,563

Acquisition related costs

 

 

3,301

 

 

7,484

 

 

3,849

Total operating expenses

 

 

336,633

 

 

295,420

 

 

263,947

OPERATING INCOME

 

 

107,888

 

 

81,543

 

 

54,448

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

(43,736)

 

 

(46,802)

 

 

(40,424)

Loan procurement amortization expense

 

 

(2,324)

 

 

(2,190)

 

 

(2,058)

Loan procurement amortization expense - early repayment of debt

 

 

 —

 

 

 —

 

 

(414)

Equity in losses of real estate ventures

 

 

(411)

 

 

(6,255)

 

 

(1,151)

Gains from sale of real estate, net

 

 

17,567

 

 

475

 

 

Other

 

 

(228)

 

 

(405)

 

 

8

Total other expense

 

 

(29,132)

 

 

(55,177)

 

 

(44,039)

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

 

78,756

 

 

26,366

 

 

10,409

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 —

 

 

336

 

 

4,145

Gain from disposition of discontinued operations

 

 

 —

 

 

 —

 

 

27,440

Total discontinued operations

 

 

 —

 

 

336

 

 

31,585

NET INCOME

 

 

78,756

 

 

26,702

 

 

41,994

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

(960)

 

 

(307)

 

 

(588)

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

(16)

 

 

42

NET INCOME ATTRIBUTABLE TO THE COMPANY

 

 

77,712

 

 

26,379

 

 

41,448

Distribution to preferred shareholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

$

71,704

 

$

20,371

 

$

35,440

 

 

 

 

 

 

 

 

 

 

Basic earnings per share from continuing operations attributable to common shareholders

 

$

0.43

 

$

0.13

 

$

0.03

Basic earnings per share from discontinued operations attributable to common shareholders

 

$

 —

 

$

0.01

 

$

0.23

Basic earnings per share attributable to common shareholders

 

$

0.43

 

$

0.14

 

$

0.26

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share from continuing operations attributable to common shareholders

 

$

0.42

 

$

0.13

 

$

0.03

Diluted earnings per share from discontinued operations attributable to common shareholders

 

$

 —

 

$

0.01

 

$

0.23

Diluted earnings per share attributable to common shareholders

 

$

0.42

 

$

0.14

 

$

0.26

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares outstanding

 

 

168,640

 

 

149,107

 

 

135,191

Weighted-average diluted shares outstanding

 

 

170,191

 

 

150,863

 

 

137,742

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

71,704

 

$

20,040

 

$

4,392

Total discontinued operations

 

 

 —

 

 

331

 

 

31,048

Net income

 

$

71,704

 

$

20,371

 

$

35,440

 

See accompanying notes to the consolidated financial statements.

F-9


 

Table of Contents

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

78,756

 

$

26,702

 

$

41,994

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

Unrealized (losses) gains on interest rate swaps

 

 

(3,409)

 

 

(3,944)

 

 

2,636

 

Reclassification of realized losses on interest rate swaps

 

 

6,263

 

 

6,408

 

 

6,266

 

Unrealized (loss) gain on foreign currency translation

 

 

(249)

 

 

(175)

 

 

56

 

Reclassification of realized loss on foreign currency translation

 

 

1,199

 

 

 —

 

 

 —

 

OTHER COMPREHENSIVE INCOME

 

 

3,804

 

 

2,289

 

 

8,958

 

COMPREHENSIVE INCOME

 

 

82,560

 

 

28,991

 

 

50,952

 

Comprehensive income attributable to noncontrolling interests in the Operating Partnership

 

 

(992)

 

 

(338)

 

 

(740)

 

Comprehensive (income) loss attributable to noncontrolling interest in subsidiaries

 

 

(75)

 

 

(19)

 

 

18

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY

 

$

81,493

 

$

28,634

 

$

50,230

 

 

See accompanying notes to the consolidated financial statements.

F-10


 

Table of Contents

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interests

 

 

 

Common

 

Preferred

 

Additional

 

Accumulated Other

 

 

 

 

Total

 

Noncontrolling

 

 

 

 

in the

 

 

 

Shares

 

Shares

 

Paid-in

 

Comprehensive

 

Accumulated

 

Shareholders’

 

Interests in

 

Total

 

Operating

 

 

  

Number

    

Amount

  

Number

    

Amount

  

Capital

  

(Loss) Income

  

Deficit

  

Equity

  

Subsidiaries

  

Equity

  

Partnership

 

 Balance at December 31, 2012

 

131,795

 

$

1,318

 

3,100

 

$

31

 

$

1,418,463

 

$

(19,796)

 

$

(410,225)

 

$

989,791

 

$

118

 

$

989,909

 

$

47,990

 

Contributions from noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

831

 

 

831

 

 

 

 

Issuance of common shares, net

 

5,700

 

 

57

 

 

 

 

 

 

 

100,230

 

 

 

 

 

 

 

 

100,287

 

 

 

 

 

100,287

 

 

 

 

Issuance of restricted shares

 

301

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

3

 

 

 

 

Conversion from units to shares

 

1,018

 

 

10

 

 

 

 

 

 

 

14,688

 

 

 

 

 

 

 

 

14,698

 

 

 

 

 

14,698

 

 

(14,698)

 

Exercise of stock options

 

514

 

 

5

 

 

 

 

 

 

 

3,705

 

 

 

 

 

 

 

 

3,710

 

 

 

 

 

3,710

 

 

 

 

Amortization of restricted shares

 

 

 

 

 

 

 

 

 

 

 

 

4,747

 

 

 

 

 

 

 

 

4,747

 

 

 

 

 

4,747

 

 

 

 

Share compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

870

 

 

 

 

 

 

 

 

870

 

 

 

 

 

870

 

 

 

 

Adjustment for noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,292)

 

 

(3,292)

 

 

 

 

 

(3,292)

 

 

3,292

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,448

 

 

41,448

 

 

(42)

 

 

41,406

 

 

588

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,782

 

 

 

 

 

8,782

 

 

24

 

 

8,806

 

 

152

 

Preferred share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,008)

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(62,760)

 

 

(62,760)

 

 

 

 

 

(62,760)

 

 

(1,049)

 

 Balance at December 31, 2013

 

139,328

 

$

1,393

 

3,100

 

$

31

 

$

1,542,703

 

$

(11,014)

 

$

(440,837)

 

$

1,092,276

 

$

931

 

$

1,093,207

 

$

36,275

 

Contributions from noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

642

 

 

642

 

 

 

 

Issuance of common shares, net

 

22,704

 

 

227

 

 

 

 

 

 

 

415,774

 

 

 

 

 

 

 

 

416,001

 

 

 

 

 

416,001

 

 

 

 

Issuance of restricted shares

 

482

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

5

 

 

 

 

Conversion from units to shares

 

18

 

 

 —

 

 

 

 

 

 

 

308

 

 

 

 

 

 

 

 

308

 

 

 

 

 

308

 

 

(308)

 

Exercise of stock options

 

1,425

 

 

14

 

 

 

 

 

 

 

13,788

 

 

 

 

 

 

 

 

13,802

 

 

 

 

 

13,802

 

 

 

 

Amortization of restricted shares

 

 

 

 

 

 

 

 

 

 

 

 

182

 

 

 

 

 

 

 

 

182

 

 

 

 

 

182

 

 

 

 

Share compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

1,553

 

 

 

 

 

 

 

 

1,553

 

 

 

 

 

1,553

 

 

 

 

Adjustment for noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,761)

 

 

(14,761)

 

 

 

 

 

(14,761)

 

 

14,761

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,379

 

 

26,379

 

 

16

 

 

26,395

 

 

307

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,255

 

 

 

 

 

2,255

 

 

3

 

 

2,258

 

 

31

 

Preferred share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,008)

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(83,966)

 

 

(83,966)

 

 

 

 

 

(83,966)

 

 

(1,243)

 

 Balance at December 31, 2014

 

163,957

 

$

1,639

 

3,100

 

$

31

 

$

1,974,308

 

$

(8,759)

 

$

(519,193)

 

$

1,448,026

 

$

1,592

 

$

1,449,618

 

$

49,823

 

Contributions from noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

178

 

 

178

 

 

 

 

Distributions to noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(319)

 

 

(319)

 

 

 

 

Issuance of common shares, net

 

8,978

 

 

91

 

 

 

 

 

 

 

233,970

 

 

 

 

 

 

 

 

234,061

 

 

 

 

 

234,061

 

 

 

 

Issuance of restricted shares

 

161

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

1

 

 

 

 

Issuance of OP Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

500

 

Conversion from units to shares

 

118

 

 

2

 

 

 

 

 

 

 

3,273

 

 

 

 

 

 

 

 

3,275

 

 

 

 

 

3,275

 

 

(3,275)

 

Exercise of stock options

 

1,454

 

 

14

 

 

 

 

 

 

 

17,475

 

 

 

 

 

 

 

 

17,489

 

 

 

 

 

17,489

 

 

 

 

Amortization of restricted shares

 

 

 

 

 

 

 

 

 

 

 

 

1,166

 

 

 

 

 

 

 

 

1,166

 

 

 

 

 

1,166

 

 

 

 

Share compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

989

 

 

 

 

 

 

 

 

989

 

 

 

 

 

989

 

 

 

 

Adjustment for noncontrolling interests in the Operating Partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,619)

 

 

(19,619)

 

 

 

 

 

(19,619)

 

 

19,619

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77,712

 

 

77,712

 

 

84

 

 

77,796

 

 

960

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,781

 

 

 

 

 

3,781

 

 

(9)

 

 

3,772

 

 

32

 

Preferred share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,008)

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common share distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(117,546)

 

 

(117,546)

 

 

 

 

 

(117,546)

 

 

(1,531)

 

 Balance at December 31, 2015

 

174,668

 

$

1,747

 

3,100

 

$

31

 

$

2,231,181

 

$

(4,978)

 

$

(584,654)

 

$

1,643,327

 

$

1,526

 

$

1,644,853

 

$

66,128

 

 

See accompanying notes to the consolidated financial statements.

F-11


 

Table of Contents

CUBESMART AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

Net income

 

$

78,756

 

$

26,702

 

$

41,994

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

154,113

 

 

129,003

 

 

117,074

 

Loan procurement amortization expense - early repayment of debt

 

 

 —

 

 

 

 

414

 

Equity in losses of real estate ventures

 

 

411

 

 

6,255

 

 

1,151

 

Gains from sale of real estate, net

 

 

(17,567)

 

 

(475)

 

 

(27,440)

 

Equity compensation expense

 

 

2,155

 

 

1,735

 

 

5,617

 

Accretion of fair market value adjustment of debt

 

 

(1,429)

 

 

(1,685)

 

 

(1,018)

 

Changes in other operating accounts:

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

743

 

 

411

 

 

567

 

Other assets

 

 

(2,519)

 

 

808

 

 

(1,156)

 

Accounts payable and accrued expenses

 

 

(438)

 

 

2,699

 

 

4,564

 

Other liabilities

 

 

1,480

 

 

579

 

 

1,095

 

Net cash provided by operating activities

 

$

215,705

 

$

166,032

 

$

142,862

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

Acquisitions of storage facilities

 

 

(275,726)

 

 

(547,515)

 

 

(181,612)

 

Additions and improvements to storage facilities

 

 

(24,695)

 

 

(19,967)

 

 

(20,320)

 

Development costs

 

 

(81,315)

 

 

(23,566)

 

 

(53,979)

 

Investment in real estate ventures, at equity

 

 

(8,370)

 

 

 

 

(157,461)

 

Cash contributed to real estate ventures

 

 

(63)

 

 

(2,550)

 

 

 —

 

Cash distributed from real estate ventures

 

 

6,451

 

 

56,896

 

 

 

Proceeds from sale of real estate, net

 

 

9,041

 

 

13,475

 

 

123,780

 

Fundings of notes receivable

 

 

(4,100)

 

 

 

 

 —

 

Proceeds from notes receivable

 

 

4,100

 

 

 —

 

 

5,192

 

Change in restricted cash

 

 

69

 

 

528

 

 

1,476

 

Net cash used in investing activities

 

$

(374,608)

 

$

(522,699)

 

$

(282,924)

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

 

 

 

Unsecured senior notes

 

 

249,338

 

 

 —

 

 

247,488

 

Revolving credit facility

 

 

731,320

 

 

712,500

 

 

636,200

 

Principal payments on:

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

 

(809,320)

 

 

(673,100)

 

 

(642,600)

 

Unsecured term loans

 

 

 —

 

 

 

 

(100,000)

 

Mortgage loans and notes payable

 

 

(84,905)

 

 

(30,149)

 

 

(36,496)

 

Loan procurement costs

 

 

(4,433)

 

 

(274)

 

 

(4,400)

 

Proceeds from issuance of common shares, net

 

 

234,062

 

 

416,006

 

 

100,290

 

Exercise of stock options

 

 

17,489

 

 

13,802

 

 

3,710

 

Contributions from noncontrolling interests in subsidiaries

 

 

178

 

 

642

 

 

831

 

Distributions to noncontrolling interests in subsidiaries

 

 

(319)

 

 

 —

 

 

 —

 

Distributions paid to common shareholders

 

 

(107,093)

 

 

(75,849)

 

 

(59,159)

 

Distributions paid to preferred shareholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

Distributions paid to noncontrolling interests in Operating Partnership

 

 

(1,438)

 

 

(1,178)

 

 

(1,113)

 

Net cash provided by financing activities

 

$

218,871

 

$

356,392

 

$

138,743

 

Change in cash and cash equivalents

 

 

59,968

 

 

(275)

 

 

(1,319)

 

Cash and cash equivalents at beginning of year

 

 

2,901

 

 

3,176

 

 

4,495

 

Cash and cash equivalents at end of year

 

$

62,869

 

$

2,901

 

$

3,176

 

Supplemental Cash Flow and Noncash Information

 

 

 

 

 

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

46,216

 

$

50,024

 

$

43,130

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

 

 

 

 

Restricted cash - acquisition of storage facilities

 

$

(14,353)

 

$

 

$

 

Restricted cash - disposition of real estate

 

$

36,372

 

$

 

$

 

Accretion of liability

 

$

16,929

 

$

8,977

 

$

 

Derivative valuation adjustment

 

$

2,854

 

$

2,464

 

$

8,902

 

Foreign currency translation adjustment

 

$

(249)

 

$

(175)

 

$

56

 

Discount on issuance of unsecured senior notes

 

$

662

 

$

 

$

2,512

 

Mortgage loan assumption - acquisitions of storage facilities

 

$

2,695

 

$

27,467

 

$

8,866

 

 

See accompanying notes to the consolidated financial statements.

F-12


 

Table of Contents

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

 

    

2015

    

2014

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Storage facilities

 

$

3,467,032

 

$

3,117,198

 

Less: Accumulated depreciation

 

 

(594,049)

 

 

(492,069)

 

Storage facilities, net (including VIE assets of $136,274 and $49,829, respectively)

 

 

2,872,983

 

 

2,625,129

 

Cash and cash equivalents

 

 

62,869

 

 

2,901

 

Restricted cash

 

 

24,600

 

 

3,305

 

Loan procurement costs, net of amortization

 

 

13,470

 

 

10,653

 

Investment in real estate ventures, at equity

 

 

97,281

 

 

95,709

 

Other assets, net

 

 

43,631

 

 

48,642

 

Total assets

 

$

3,114,834

 

$

2,786,339

 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITAL

 

 

 

 

 

 

 

Unsecured senior notes

 

$

750,000

 

$

500,000

 

Revolving credit facility

 

 

 —

 

 

78,000

 

Unsecured term loans

 

 

400,000

 

 

400,000

 

Mortgage loans and notes payable

 

 

112,212

 

 

195,851

 

Accounts payable, accrued expenses and other liabilities

 

 

85,034

 

 

69,198

 

Distributions payable

 

 

38,685

 

 

28,137

 

Deferred revenue

 

 

17,519

 

 

15,311

 

Security deposits

 

 

403

 

 

401

 

Total liabilities

 

 

1,403,853

 

 

1,286,898

 

 

 

 

 

 

 

 

 

Limited Partnership interests of third parties

 

 

66,128

 

 

49,823

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

 

 

Operating Partner

 

 

1,648,305

 

 

1,456,785

 

Accumulated other comprehensive loss

 

 

(4,978)

 

 

(8,759)

 

Total CubeSmart, L.P. capital

 

 

1,643,327

 

 

1,448,026

 

Noncontrolling interests in subsidiaries

 

 

1,526

 

 

1,592

 

Total capital

 

 

1,644,853

 

 

1,449,618

 

Total liabilities and capital

 

$

3,114,834

 

$

2,786,339

 

 

See accompanying notes to the consolidated financial statements.

F-13


 

Table of Contents

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per common unit data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

392,476

 

$

330,898

 

$

281,250

 

Other property related income

 

 

45,189

 

 

40,065

 

 

32,365

 

Property management fee income

 

 

6,856

 

 

6,000

 

 

4,780

 

Total revenues

 

 

444,521

 

 

376,963

 

 

318,395

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

153,172

 

 

132,701

 

 

118,222

 

Depreciation and amortization

 

 

151,789

 

 

126,813

 

 

112,313

 

General and administrative

 

 

28,371

 

 

28,422

 

 

29,563

 

Acquisition related costs

 

 

3,301

 

 

7,484

 

 

3,849

 

Total operating expenses

 

 

336,633

 

 

295,420

 

 

263,947

 

OPERATING INCOME

 

 

107,888

 

 

81,543

 

 

54,448

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

(43,736)

 

 

(46,802)

 

 

(40,424)

 

Loan procurement amortization expense

 

 

(2,324)

 

 

(2,190)

 

 

(2,058)

 

Loan procurement amortization expense - early repayment of debt

 

 

 

 

 —

 

 

(414)

 

Equity in losses of real estate ventures

 

 

(411)

 

 

(6,255)

 

 

(1,151)

 

Gains from sale of real estate, net

 

 

17,567

 

 

475

 

 

 

Other

 

 

(228)

 

 

(405)

 

 

8

 

Total other expense

 

 

(29,132)

 

 

(55,177)

 

 

(44,039)

 

 

 

 

 

 

 

 

 

 

 

 

INCOME FROM CONTINUING OPERATIONS

 

 

78,756

 

 

26,366

 

 

10,409

 

 

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 —

 

 

336

 

 

4,145

 

Gain from disposition of discontinued operations

 

 

 

 

 —

 

 

27,440

 

Total discontinued operations

 

 

 —

 

 

336

 

 

31,585

 

NET INCOME

 

 

78,756

 

 

26,702

 

 

41,994

 

NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

(16)

 

 

42

 

NET INCOME ATTRIBUTABLE TO CUBESMART L.P.

 

 

78,672

 

 

26,686

 

 

42,036

 

Operating Partnership interests of third parties

 

 

(960)

 

 

(307)

 

 

(588)

 

NET INCOME ATTRIBUTABLE TO OPERATING PARTNER

 

 

77,712

 

 

26,379

 

 

41,448

 

Distribution to preferred unitholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS

 

$

71,704

 

$

20,371

 

$

35,440

 

 

 

 

    

 

 

    

    

 

    

 

Basic earnings per unit from continuing operations attributable to common unitholders

 

$

0.43

 

$

0.13

 

$

0.03

 

Basic earnings per unit from discontinued operations attributable to common unitholders

 

$

 —

 

$

0.01

 

$

0.23

 

Basic earnings per unit attributable to common unitholders

 

$

0.43

 

$

0.14

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per unit from continuing operations attributable to common unitholders

 

$

0.42

 

$

0.13

 

$

0.03

 

Diluted earnings per unit from discontinued operations attributable to common unitholders

 

$

 —

 

$

0.01

 

$

0.23

 

Diluted earnings per unit attributable to common unitholders

 

$

0.42

 

$

0.14

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic units outstanding

 

 

168,640

 

 

149,107

 

 

135,191

 

Weighted-average diluted units outstanding

 

 

170,191

 

 

150,863

 

 

137,742

 

 

 

 

 

 

 

 

 

 

 

 

AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS:

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

71,704

 

$

20,040

 

$

4,392

 

Total discontinued operations

 

 

 —

 

 

331

 

 

31,048

 

Net income

 

$

71,704

 

$

20,371

 

$

35,440

 

 

See accompanying notes to the consolidated financial statements.

F-14


 

Table of Contents

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

78,756

 

$

26,702

 

$

41,994

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

Unrealized (losses) gains on interest rate swaps

 

 

(3,409)

 

 

(3,944)

 

 

2,636

 

Reclassification of realized losses on interest rate swaps

 

 

6,263

 

 

6,408

 

 

6,266

 

Unrealized loss on foreign currency translation

 

 

(249)

 

 

(175)

 

 

56

 

Reclassification of realized loss on foreign currency translation

 

 

1,199

 

 

 —

 

 

 —

 

OTHER COMPREHENSIVE INCOME

 

 

3,804

 

 

2,289

 

 

8,958

 

COMPREHENSIVE INCOME

 

 

82,560

 

 

28,991

 

 

50,952

 

Comprehensive income attributable to Operating Partnership interests of third parties

 

 

(992)

 

 

(338)

 

 

(740)

 

Comprehensive (income) loss attributable to noncontrolling interest in subsidiaries

 

 

(75)

 

 

(19)

 

 

18

 

COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER

 

$

81,493

 

$

28,634

 

$

50,230

 

 

See accompanying notes to the consolidated financial statements.

 

F-15


 

Table of Contents

CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Number of

    

Number of

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Operating

 

 

 

Common OP

 

Preferred OP

 

 

 

 

Accumulated Other

 

Total Cubesmart

 

Noncontrolling

 

 

 

 

Partnership

 

 

 

Units

 

Units

 

Operating

 

Comprehensive

 

L.P.

 

Interest in

 

Total

 

interests

 

 

 

Oustanding

 

Oustanding

 

Partner

 

(Loss) Income

 

Capital

 

Subsidiaries

 

Capital

 

of third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Balance at December 31, 2012

 

131,795

 

3,100

 

$

1,009,587

 

$

(19,796)

 

$

989,791

 

$

118

 

$

989,909

 

$

47,990

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

831

 

 

831

 

 

 

 

Issuance of common OP units, net

 

5,700

 

 

 

 

100,287

 

 

 

 

 

100,287

 

 

 

 

 

100,287

 

 

 

 

Issuance of restricted OP units

 

301

 

 

 

 

3

 

 

 

 

 

3

 

 

 

 

 

3

 

 

 

 

Conversion from OP units to shares

 

1,018

 

 

 

 

14,698

 

 

 

 

 

14,698

 

 

 

 

 

14,698

 

 

(14,698)

 

Exercise of OP unit options

 

514

 

 

 

 

3,710

 

 

 

 

 

3,710

 

 

 

 

 

3,710

 

 

 

 

Amortization of restricted OP units

 

 

 

 

 

 

4,747

 

 

 

 

 

4,747

 

 

 

 

 

4,747

 

 

 

 

OP unit compensation expense

 

 

 

 

 

 

870

 

 

 

 

 

870

 

 

 

 

 

870

 

 

 

 

Adjustment for Operating Partnership interests of third parties

 

 

 

 

 

 

(3,292)

 

 

 

 

 

(3,292)

 

 

 

 

 

(3,292)

 

 

3,292

 

Net income (loss)

 

 

 

 

 

 

41,448

 

 

 

 

 

41,448

 

 

(42)

 

 

41,406

 

 

588

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

8,782

 

 

8,782

 

 

24

 

 

8,806

 

 

152

 

Preferred OP unit distributions

 

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common OP unit distributions

 

 

 

 

 

 

(62,760)

 

 

 

 

 

(62,760)

 

 

 

 

 

(62,760)

 

 

(1,049)

 

 Balance at December 31, 2013

 

139,328

 

3,100

 

$

1,103,290

 

$

(11,014)

 

$

1,092,276

 

$

931

 

$

1,093,207

 

$

36,275

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

642

 

 

642

 

 

 

 

Issuance of common OP units, net

 

22,704

 

 

 

 

416,001

 

 

 

 

 

416,001

 

 

 

 

 

416,001

 

 

 

 

Issuance of restricted OP units

 

482

 

 

 

 

5

 

 

 

 

 

5

 

 

 

 

 

5

 

 

 

 

Conversion from OP units to shares

 

18

 

 

 

 

308

 

 

 

 

 

308

 

 

 

 

 

308

 

 

(308)

 

Exercise of OP unit options

 

1,425

 

 

 

 

13,802

 

 

 

 

 

13,802

 

 

 

 

 

13,802

 

 

 

 

Amortization of restricted OP units

 

 

 

 

 

 

182

 

 

 

 

 

182

 

 

 

 

 

182

 

 

 

 

OP unit compensation expense

 

 

 

 

 

 

1,553

 

 

 

 

 

1,553

 

 

 

 

 

1,553

 

 

 

 

Adjustment for Operating Partnership interests of third parties

 

 

 

 

 

 

(14,761)

 

 

 

 

 

(14,761)

 

 

 

 

 

(14,761)

 

 

14,761

 

Net income 

 

 

 

 

 

 

26,379

 

 

 

 

 

26,379

 

 

16

 

 

26,395

 

 

307

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

2,255

 

 

2,255

 

 

3

 

 

2,258

 

 

31

 

Preferred OP unit distributions

 

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common OP unit distributions

 

 

 

 

 

 

(83,966)

 

 

 

 

 

(83,966)

 

 

 

 

 

(83,966)

 

 

(1,243)

 

 Balance at December 31, 2014

 

163,957

 

3,100

 

$

1,456,785

 

$

(8,759)

 

$

1,448,026

 

$

1,592

 

$

1,449,618

 

$

49,823

 

Contributions from noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

178

 

 

178

 

 

 

 

Distributions to noncontrolling interests in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(319)

 

 

(319)

 

 

 

 

Issuance of common OP units, net

 

8,978

 

 

 

 

234,061

 

 

 

 

 

234,061

 

 

 

 

 

234,061

 

 

 

 

Issuance of restricted OP units

 

161

 

 

 

 

1

 

 

 

 

 

1

 

 

 

 

 

1

 

 

 

 

Issuance of OP Units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

500

 

Conversion from OP units to shares

 

118

 

 

 

 

3,275

 

 

 

 

 

3,275

 

 

 

 

 

3,275

 

 

(3,275)

 

Exercise of OP unit options

 

1,454

 

 

 

 

17,489

 

 

 

 

 

17,489

 

 

 

 

 

17,489

 

 

 

 

Amortization of restricted OP units

 

 

 

 

 

 

1,166

 

 

 

 

 

1,166

 

 

 

 

 

1,166

 

 

 

 

OP unit compensation expense

 

 

 

 

 

 

989

 

 

 

 

 

989

 

 

 

 

 

989

 

 

 

 

Adjustment for Operating Partnership interests of third parties

 

 

 

 

 

 

(19,619)

 

 

 

 

 

(19,619)

 

 

 

 

 

(19,619)

 

 

19,619

 

Net income 

 

 

 

 

 

 

77,712

 

 

 

 

 

77,712

 

 

84

 

 

77,796

 

 

960

 

Other comprehensive income (loss), net:

 

 

 

 

 

 

 

 

 

3,781

 

 

3,781

 

 

(9)

 

 

3,772

 

 

32

 

Preferred OP unit distributions

 

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

 

(6,008)

 

 

 

 

Common OP unit distributions

 

 

 

 

 

 

(117,546)

 

 

 

 

 

(117,546)

 

 

 

 

 

(117,546)

 

 

(1,531)

 

 Balance at December 31, 2015

 

174,668

 

3,100

 

$

1,648,305

 

$

(4,978)

 

$

1,643,327

 

$

1,526

 

$

1,644,853

 

$

66,128

 

 

See accompanying notes to the consolidated financial statements.

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CUBESMART, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

Net income

 

$

78,756

 

$

26,702

 

$

41,994

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

154,113

 

 

129,003

 

 

117,074

 

Loan procurement amortization expense - early repayment of debt

 

 

 —

 

 

 

 

414

 

Equity in losses of real estate ventures

 

 

411

 

 

6,255

 

 

1,151

 

Gains from sale of real estate, net

 

 

(17,567)

 

 

(475)

 

 

(27,440)

 

Equity compensation expense

 

 

2,155

 

 

1,735

 

 

5,617

 

Accretion of fair market value adjustment of debt

 

 

(1,429)

 

 

(1,685)

 

 

(1,018)

 

Changes in other operating accounts:

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

743

 

 

411

 

 

567

 

Other assets

 

 

(2,519)

 

 

808

 

 

(1,156)

 

Accounts payable and accrued expenses

 

 

(438)

 

 

2,699

 

 

4,564

 

Other liabilities

 

 

1,480

 

 

579

 

 

1,095

 

Net cash provided by operating activities

 

$

215,705

 

$

166,032

 

$

142,862

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

Acquisitions of storage facilities

 

 

(275,726)

 

 

(547,515)

 

 

(181,612)

 

Additions and improvements to storage facilities

 

 

(24,695)

 

 

(19,967)

 

 

(20,320)

 

Development costs

 

 

(81,315)

 

 

(23,566)

 

 

(53,979)

 

Investment in real estate ventures, at equity

 

 

(8,370)

 

 

 

 

(157,461)

 

Cash contributed to real estate ventures

 

 

(63)

 

 

(2,550)

 

 

 —

 

Cash distributed from real estate ventures

 

 

6,451

 

 

56,896

 

 

 

Proceeds from sale of real estate, net

 

 

9,041

 

 

13,475

 

 

123,780

 

Fundings of notes receivable

 

 

(4,100)

 

 

 

 

 —

 

Proceeds from notes receivable

 

 

4,100

 

 

 —

 

 

5,192

 

Change in restricted cash

 

 

69

 

 

528

 

 

1,476

 

Net cash used in investing activities

 

$

(374,608)

 

$

(522,699)

 

$

(282,924)

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

Proceeds from:

 

 

 

 

 

 

 

 

 

 

Unsecured senior notes

 

 

249,338

 

 

 —

 

 

247,488

 

Revolving credit facility

 

 

731,320

 

 

712,500

 

 

636,200

 

Principal payments on:

 

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

 

(809,320)

 

 

(673,100)

 

 

(642,600)

 

Unsecured term loans

 

 

 —

 

 

 

 

(100,000)

 

Mortgage loans and notes payable

 

 

(84,905)

 

 

(30,149)

 

 

(36,496)

 

Loan procurement costs

 

 

(4,433)

 

 

(274)

 

 

(4,400)

 

Proceeds from issuance of common OP units

 

 

234,062

 

 

416,006

 

 

100,290

 

Exercise of OP unit options

 

 

17,489

 

 

13,802

 

 

3,710

 

Contributions from noncontrolling interests in subsidiaries

 

 

178

 

 

642

 

 

831

 

Distributions to noncontrolling interests in subsidiaries

 

 

(319)

 

 

 —

 

 

 —

 

Distributions paid to common OP unitholders

 

 

(108,531)

 

 

(77,027)

 

 

(60,272)

 

Distributions paid to preferred OP unitholders

 

 

(6,008)

 

 

(6,008)

 

 

(6,008)

 

Net cash provided by financing activities

 

$

218,871

 

$

356,392

 

$

138,743

 

Change in cash and cash equivalents

 

 

59,968

 

 

(275)

 

 

(1,319)

 

Cash and cash equivalents at beginning of period

 

 

2,901

 

 

3,176

 

 

4,495

 

Cash and cash equivalents at end of period

 

$

62,869

 

$

2,901

 

$

3,176

 

Supplemental Cash Flow and Noncash Information

 

 

 

 

 

 

 

 

 

 

Cash paid for interest, net of interest capitalized

 

$

46,216

 

$

50,024

 

$

43,130

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

 

 

 

 

Restricted cash - acquisition of storage facilities

 

$

(14,353)

 

$

 

$

 

Restricted cash - disposition of real estate

 

$

36,372

 

$

 

$

 

Accretion of liability

 

$

16,929

 

$

8,977

 

$

 

Derivative valuation adjustment

 

$

2,854

 

$

2,464

 

$

8,902

 

Foreign currency translation adjustment

 

$

(249)

 

$

(175)

 

$

56

 

Discount on issuance of unsecured senior notes

 

$

662

 

$

 

$

2,512

 

Mortgage loan assumption - acquisitions of storage facilities

 

$

2,695

 

$

27,467

 

$

8,866

 

 

See accompanying notes to the consolidated financial statements.

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CUBESMART AND CUBESMART L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.  ORGANIZATION AND NATURE OF OPERATIONS

 

CubeSmart (the “Parent Company”) operates as a self-managed and self-administered real estate investment trust (“REIT”) with its operations conducted solely through CubeSmart, L.P. and its subsidiaries.  CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”), operates through an umbrella partnership structure, with the Parent Company, a Maryland REIT, as its sole general partner.  In the notes to the consolidated financial statements, we use the terms the “Company”, “we”, or “our” to refer to the Parent Company and the Operating Partnership together, unless the context indicates otherwise.  As of December 31, 2015, the Company owned self-storage facilities located in 22 states throughout the United States and in the District of Columbia which are presented under one reportable segment: the Company owns, operates, develops, manages, and acquires self-storage facilities.

 

As of December 31, 2015, the Parent Company owned approximately 98.8% of the partnership interests (“OP Units”) of the Operating Partnership.  The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in facilities to us in exchange for OP Units.  Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time for cash equal to the fair value of an equivalent number of common shares of the Parent Company.  In lieu of delivering cash, however, the Parent Company, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units.  If the Parent Company so chooses, its common shares will be exchanged for OP Units on a one-for-one basis.  This one-for-one exchange ratio is subject to adjustment to prevent dilution.  With each such exchange or redemption, the Parent Company’s percentage ownership in the Operating Partnership will increase.  In addition, whenever the Parent Company issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued.  This structure is commonly referred to as an umbrella partnership REIT or “UPREIT”.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries.  The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.  All significant intercompany accounts and transactions have been eliminated in consolidation.

 

When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued on the consolidation of VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional guidance to determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary, and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve or remove the Company without cause nor substantive participating rights.

 

Noncontrolling Interests

 

The Financial Accounting Standards Board (“FASB”) issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009.  The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent.  The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests.  Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity.  On the consolidated statements of operations, revenues, expenses, and net income or loss from controlled or consolidated entities that are less than wholly owned are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests.  Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period, and ending balances for shareholders’ equity, noncontrolling interests and total equity.

 

However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity.  This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside

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of permanent equity in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.  Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract.  The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.

 

The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company.  These interests were issued in the form of OP units and were a component of the consideration the Company paid to acquire certain self-storage facilities.  Limited partners who acquired OP units have the right to require the Operating Partnership to redeem part or all of their OP units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair value of an equivalent number of common shares of the Company.  However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company, as the Company does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance discussed above, the Company will continue to record these noncontrolling interests outside of permanent equity in the consolidated balance sheets.  Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations.  The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.  Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Operating Partnership reflected these interests at their redemption value as of December 31, 2015, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.6 million as of December 31, 2015.  Disclosure of such redemption provisions is provided in note 12.

 

Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these consolidated financial statements, different assumptions and estimates could materially impact our reported results.  The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.

 

Self-Storage Facilities

 

Self-storage facilities are carried at historical cost less accumulated depreciation and impairment losses.  The cost of self-storage facilities reflects their purchase price or development cost.  Costs incurred for the renovation of a storage facility are capitalized to the Company’s investment in that facility.  Acquisition costs and ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.  The costs to develop self-storage facilities are capitalized to construction in progress while the project is under development.

 

Purchase Price Allocation

 

When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values.  When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available.  Allocations to land, building and improvements, and equipment are recorded based upon their respective fair values as estimated by management.

 

In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities.  The Company allocates a portion of the purchase price to an intangible asset attributed to the value of in-place leases.  This intangible is generally amortized to expense over the expected remaining term of the respective leases.  Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts.  Accordingly, to date, no portion of the purchase price has been allocated to above- or below-market lease intangibles.  To date, no intangible asset has been recorded for the value of customer relationships, because the Company does not have any concentrations of significant customers and the average customer turnover is fairly frequent.

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Depreciation and Amortization

 

The costs of self-storage facilities and improvements are depreciated using the straight-line method based on useful lives ranging from five to 39 years.

 

Impairment of Long-Lived Assets

 

We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be an impairment.  The carrying value of these long-lived assets is compared to the undiscounted future net operating cash flows, plus a terminal value, attributable to the assets to determine if the facility’s basis is recoverable.  If a facility’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.

 

Long-Lived Assets Held for Sale

 

We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

 

Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing.  However, each potential transaction is evaluated based on its separate facts and circumstances.  Facilities classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are highly-liquid investments with original maturities of three months or less.  The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.

 

Restricted Cash

 

Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements. As of December 31, 2015, restricted cash also consisted of approximately $22.0 million of proceeds from the sale of real estate held in escrow to fund future acquisitions under a tax free like kind exchange, which was completed in January 2016.

 

Loan Procurement Costs

 

Loan procurement costs related to borrowings were $20.7 million and $17.0 million as of December 31, 2015 and 2014, respectively, and are reported net of accumulated amortization of $7.3 million and $6.4 million as of December 31, 2015 and 2014, respectively. The costs are amortized over the estimated life of the related debt using the effective interest method and reported as Loan procurement amortization expense on the Company’s consolidated statements of operations.

 

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Other Assets

 

Other assets are comprised of the following as of December 31, 2015 and 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

 

    

2015

    

2014

 

 

 

 

 

 

 

 

 

Intangible assets, net of accumulated amortization of $7,220 and $15,329

 

$

12,814

 

$

22,494

 

Deposits on future acquisitions

 

 

12,106

 

 

10,250

 

Accounts receivable

 

 

5,049

 

 

4,237

 

Prepaid real estate taxes

 

 

2,800

 

 

2,425

 

Prepaid insurance

 

 

1,140

 

 

1,545

 

Other

 

 

9,722

 

 

7,691

 

Total

 

$

43,631

 

$

48,642

 

 

Environmental Costs

 

Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities.  Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.

 

Revenue Recognition

 

Management has determined that all of our leases are operating leases.  Rental income is recognized in accordance with the terms of the leases, which generally are month to month.

 

The Company recognizes gains from disposition of facilities only upon closing in accordance with the guidance on sales of real estate.  Payments received from purchasers prior to closing are recorded as deposits.  Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale.  Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.

 

Advertising and Marketing Costs

 

The Company incurs advertising and marketing costs primarily attributable to internet marketing campaigns and other media advertisements.  The Company incurred $8.6 million, $7.7 million, and $7.6 million in advertising and marketing expenses for the years ended 2015, 2014 and 2013, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations.

 

Equity Offering Costs

 

Underwriting discounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital.  For the years ended December 31, 2015, 2014, and 2013, the Company recognized $2.5 million, $6.0 million, and $1.8 million of equity offering costs related to the issuance of common shares during the years, respectively.

 

Other Property Related Income

 

Other property related income consists of late fees, administrative charges, customer insurance commissions, sales of storage supplies, and other ancillary revenues and is recognized in the period that it is earned.

 

Capitalized Interest

 

The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service.  Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. The Company capitalized $2.6 million for the year ended December 31, 2015, $1.3 million for the year ended December 31, 2014, and $0.9 million for the year ended December 31, 2013.

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Derivative Financial Instruments

 

The Company carries all derivatives on the balance sheet at fair value.  The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data.  The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it.  The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks.  The Company had interest rate swap agreements for notional principal amounts aggregating $400 million as of December 31, 2015 and 2014, the fair value of which are included in accounts payable, accrued expenses and other liabilities.

 

Income Taxes

 

The Company has elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code since the Company’s commencement of operations in 2004.  In management’s opinion, the requirements to maintain these elections are being met.  Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.

 

Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.  The net tax basis in the Company’s assets was $2.7 billion and $2.6 billion as of December 31, 2015 and 2014, respectively.

 

Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain, or return of capital.  The characterization of the Company’s dividends for 2015 consisted of a 94.501% ordinary income distribution and a 5.499% capital gain distribution from earnings and profits.

 

Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.  Annually, the Company provides each of its shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain, or return of capital.  The characterization of our preferred dividends for 2015 consisted of a 94.501% ordinary income distribution and a 5.499% capital gain distribution from earnings and profits.

 

The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits.  The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, (b) 95% of the Company’s net capital gains, and (c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company.  No excise tax was incurred in 2015, 2014, or 2013.

 

Taxable REIT subsidiaries (TRS) are subject to federal and state income taxes.  Our taxable REIT subsidiaries have a net deferred tax asset related to expenses which are deductible for tax purposes in future periods of $1.7 million and $1.0 million as of December 31, 2015 and 2014, respectively.

 

The Protecting Americans from Tax Hikes Act (PATH Act) was enacted in December 2015, and included numerous law changes applicable to REITs. The provisions have various effective dates. We expect that the changes will not materially impact our operations, but will continue to monitor as regulatory guidance is issued.

 

Earnings per Share and Unit

 

Basic earnings per share and unit are calculated based on the weighted average number of common shares and restricted shares outstanding during the period.  Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method.  Potentially dilutive securities calculated under the treasury stock method were 1,551,000; 1,756,000, and 2,551,000 in 2015, 2014, and 2013, respectively. 

 

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Share-Based Payments

 

We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan.  Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options.  The Company has recognized compensation expense on a straight-line method over the requisite service period, which is included in general and administrative expense on the Company’s consolidated statement of operations.

Foreign Currency

 

The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures.  The local currency is the functional currency for the Company’s foreign subsidiaries.  Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity.  The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred.  The Pound, which represents the functional currency used by USIFB, LLP, our joint venture in England, was translated at October 2, 2015, the date that the venture’s remaining asset was sold. The exchange rate was approximately 1.521600 U.S Dollars per Pound on October 2, 2015 and approximately 1.558642 U.S Dollars per Pound on December 31, 2014. The Pound was translated at an average exchange rate of 1.529755 for the period from January 1, 2015 to October 2, 2015. It was translated at an average exchange rate of 1.643106 and 1.588598 U.S. Dollars per Pound for the years ended December 31, 2014 and 2013, respectively.  The Company recorded an unrealized loss on foreign currency translation of $0.2 million for the year ended December 31, 2014 and an unrealized gain of $0.1 million for the year ended December 31, 2013.  In connection with the sale of the remaining asset, the Company recorded a realized loss on foreign currency exchange of $1.2 million, which is included in Gains on sale of real estate in the Company’s consolidated statement of operations.

 

Investments in Unconsolidated Real Estate Ventures

 

The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting.  Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment is less than the carrying value of the investment and the decline is other than temporary. To the extent impairment that is other than temporary has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment, as estimated by management.

 

Recent Accounting Pronouncements

 

In September 2015, the FASB issued Accounting Standard Update (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends the current business combination guidance to require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, as opposed to having to revise prior period information. The standard also requires additional disclosure about the impact on current-period income statement line items, of adjustments that would have been recognized in prior periods if prior period information had been revised. The new standard is effective for the Company on January 1, 2016. The adoption of ASU 2015-16 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In April 2015, the FASB issued ASU No. 2015-03, an update to the accounting standard relating to the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability. In the event that there is not an associated debt liability recorded in the consolidated financial statements, the debt issuance costs will continue to be recorded on the consolidated balance sheet as an asset until the debt liability is recorded. This amendment becomes effective for the Company on January 1, 2016. The adoption of ASU 2015-03 is not expected to have a material effect on the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU No. 2015-02, Consolidation – Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (“VIE”) and voting interest entity (“VOE”) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The new standard is effective for the Company on January 1, 2016. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements.

 

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In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance under GAAP when it becomes effective. The new standard will be effective for the Company beginning on January 1, 2018, however early application beginning on January 1, 2017 is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures.

 

Concentration of Credit Risk

 

The Company’s storage facilities are located in major metropolitan and rural areas and have numerous customers per facility.  No single customer represents a significant concentration of our revenues. The facilities in Florida, New York, Texas, and California provided total revenues of approximately 18%, 16%, 10%, and 8%, respectively, for the year ended December 31, 2015, and approximately 17%, 17%, 10%, and 8%, respectively, for the year ended December 31, 2014.  The facilities in New York, Florida, Texas, and California provided total revenues of approximately 17%, 15%, 10%, and 9%, respectively, for the year ended December 31, 2013.

 

3.  STORAGE FACILITIES

 

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

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

 

 

2015

    

2014

 

 

 

(in thousands)

 

Land

 

$

588,503

 

$

545,393

 

Buildings and improvements

 

 

2,534,193

 

 

2,304,653

 

Equipment

 

 

243,442

 

 

218,731

 

Construction in progress

 

 

100,894

 

 

48,421

 

Storage facilities

 

 

3,467,032

 

 

3,117,198

 

  Less Accumulated depreciation

 

 

(594,049)

 

 

(492,069)

 

Storage facilities, net

 

$

2,872,983

 

$

2,625,129

 

 

The following table summarizes the Company’s acquisition and disposition activity for the years ended December 31, 2015, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Number of

    

Purchase / Sale Price

 

Asset/Portfolio

 

Market

 

Transaction Date

 

Facilities

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

2015 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas Asset

 

Texas Markets - Major

 

February 2015

 

1

 

$

7,295

 

HSRE Assets

 

Chicago

 

March 2015

 

4

 

 

27,500

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2015

 

1

 

 

7,900

 

Tennessee Asset

 

Tennessee

 

March 2015

 

1

 

 

6,575

 

Texas Asset

 

Texas Markets - Major

 

April 2015

 

1

 

 

15,795

 

Florida Asset

 

Florida Markets - Other

 

May 2015

 

1

 

 

7,300

 

Arizona Asset

 

Arizona / Las Vegas

 

June 2015

 

1

 

 

10,100

 

Florida Asset

 

Florida Markets - Other

 

June 2015

 

1

 

 

10,500

 

Texas Asset

 

Texas Markets - Major

 

July 2015

 

1

 

 

14,200

 

Maryland Asset

 

Baltimore / DC

 

July 2015

 

1

 

 

17,000

 

Maryland Asset

 

Baltimore / DC

 

July 2015

 

1

 

 

19,200

 

New York/New Jersey Assets

 

New York / Northern NJ

 

August 2015

 

2

 

 

24,823

 

New Jersey Asset

 

New York / Northern NJ

 

December 2015

 

1

 

 

14,350

 

PSI Assets

 

Various (see note 4)

 

December 2015

 

12

 

 

109,824

 

 

 

 

 

 

 

29

 

$

292,362

 

 

 

 

 

 

 

 

 

 

 

 

2015 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas Assets

 

Texas Markets - Major

 

October 2015

 

7

 

$

28,000

 

Florida Asset

 

Florida Markets - Other

 

October 2015

 

1

 

 

9,800

 

 

 

 

 

 

 

8

 

$

37,800

 

2014 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Connecticut Asset

 

Connecticut

 

January 2014

 

1

 

$

4,950

 

Florida Asset

 

Miami / Ft. Lauderdale

 

January 2014

 

1

 

 

14,000

 

Florida Assets

 

Florida Markets - Other

 

January 2014

 

2

 

 

14,450

 

California Asset

 

Other West

 

January 2014

 

1

 

 

8,300

 

Maryland Asset

 

Baltimore / DC

 

February 2014

 

1

 

 

15,800

 

Maryland Asset

 

Baltimore / DC

 

February 2014

 

1

 

 

15,500

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2014

 

1

 

 

14,750

 

Pennsylvania Asset

 

Philadelphia / Southern NJ

 

March 2014

 

1

 

 

7,350

 

Texas Asset

 

Texas Markets - Major

 

March 2014

 

1

 

 

8,225

 

Texas Asset

 

Texas Markets - Major

 

April 2014

 

1

 

 

6,450

 

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New York Assets

 

New York / Northern NJ

 

April 2014

 

2

 

 

55,000

 

Florida Asset

 

Florida Markets - Other

 

April 2014

 

1

 

 

11,406

 

Massachusetts Asset

 

Other Northeast

 

April 2014

 

1

 

 

11,100

 

Indiana Asset

 

Other Midwest

 

May 2014

 

1

 

 

8,400

 

Florida Assets

 

Florida Markets - Other

 

June 2014

 

3

 

 

35,000

 

Florida Assets

 

Florida Markets - Other

 

July 2014

 

2

 

 

15,800

 

Massachusetts Asset

 

Boston

 

September 2014

 

1

 

 

23,100

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

7,700

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

8,500

 

Texas Asset

 

Texas Markets - Major

 

October 2014

 

1

 

 

7,750

 

HSRE Assets

 

Various (see note 4)

 

November 2014

 

22

 

 

195,500

 

Texas Asset

 

Texas Markets - Major

 

December 2014

 

1

 

 

18,650

 

Florida Assets

 

Florida Markets - Other

 

December 2014

 

3

 

 

18,200

 

New York Asset 

 

New York / Northern NJ

 

December 2014

 

1

 

 

38,000

 

Texas Asset

 

Texas Markets - Major

 

December 2014

 

1

 

 

4,345

 

 

 

 

 

 

 

53

 

$

568,226

 

 

 

 

 

 

 

 

 

 

 

 

2013 Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arizona Asset

 

Arizona / Las Vegas

 

March 2013

 

1

 

$

6,900

 

Illinois Asset

 

Chicago

 

May 2013

 

1

 

 

8,300

 

Florida Asset

 

Florida Markets - Other

 

May 2013

 

1

 

 

7,150

 

Florida Asset

 

Miami / Ft. Lauderdale

 

June 2013

 

1

 

 

9,000

 

Massachusetts Asset

 

Boston

 

June 2013

 

1

 

 

10,600

 

Maryland / New Jersey Assets

 

Baltimore / DC and New York / Northern NJ

 

June 2013

 

5

 

 

52,400

 

New York Asset

 

New York / Northern NJ

 

July 2013

 

1

 

 

13,000

 

Texas Asset

 

Texas Markets - Major

 

August 2013

 

1

 

 

10,975

 

Arizona Asset

 

Arizona / Las Vegas

 

September 2013

 

1

 

 

10,500

 

Arizona Asset

 

Arizona / Las Vegas

 

September 2013

 

1

 

 

4,300

 

Maryland Asset

 

Baltimore / DC

 

November 2013

 

1

 

 

15,375

 

Texas Asset

 

Texas Markets - Major

 

November 2013

 

1

 

 

9,700

 

Texas Asset

 

Texas Markets - Major

 

December 2013

 

1

 

 

10,497

 

Texas Asset

 

Texas Markets - Major

 

December 2013

 

1

 

 

6,925

 

Maryland Asset

 

Baltimore / DC

 

December 2013

 

1

 

 

8,200

 

Florida Asset

 

Miami / Ft. Lauderdale

 

December 2013

 

1

 

 

6,000

 

 

 

 

 

 

 

20

 

$

189,822

 

 

 

 

 

 

 

 

 

 

 

 

2013 Dispositions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Texas/Indiana Assets

 

Texas Markets - Major and Other Midwest

 

March 2013

 

5

 

$

11,400

 

Tennessee Assets

 

Tennessee

 

August 2013

 

8

 

 

25,000

 

California/Tennessee/Texas/Wisconsin Assets

 

Inland Empire, Ohio, Other Midwest, Tennessee and Texas Markets - Major

 

October/November 2013

 

22

 

 

90,000

 

 

 

 

 

 

 

35

 

$

126,400

 

 

 

 

4.  INVESTMENT ACTIVITY

 

2015 Acquisitions

 

On December 15, 2015, the Company acquired all of the issued and outstanding uncertificated shares of common stock of a privately held self-storage REIT (“PSI”) for $115.8 million. As of the date of the acquisition, PSI owned real property consisting of 12 fully operational self-storage facilities which were acquired for $109.8 million, and one self-storage facility that is under construction, which was acquired for $6.0 million (the “PSI Assets”). The PSI Assets are located in Arizona, Florida, Georgia, Massachusetts, New York, North Carolina, Tennessee, and Texas. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $6.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2015 was approximately $0.6 million.

 

During 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, both Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage facilities for an aggregate purchase price of $223.0 million plus customary closing costs. During 2014, the Company closed on the first tranche of 22 facilities comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million. On March 18, 2015, the Company closed on the second tranche of the remaining four self-storage facilities comprising the HSRE Acquisition, for an aggregate purchase price of $27.5 million. The four facilities purchased in the second tranche are located in Illinois. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated to $2.7 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during 2015 was approximately $2.0 million.

 

During the year ended December 31, 2015, the Company acquired 13 additional self-storage facilities, including one facility upon completion of construction and the issuance of a certificate of occupancy, located throughout the United States for an aggregate purchase price of approximately $155.0 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $10.7 million at the time of the acquisitions and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months, and

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the amortization expense that was recognized during 2015 was approximately $4.7 million. In connection with one of the acquired facilities, the Company assumed mortgage debt that was recorded at a fair value of $2.7 million, which fair value includes an outstanding principal balance totaling $2.5 million and a net premium of $0.2 million to reflect the estimated fair value of the debt at the time of assumption.

 

As final information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments, if necessary, will be made to the purchase price allocation, in no case later than 12 months from the acquisition date.

 

As of December 31, 2015, the Company was under contract and had made aggregate deposits of $5.3 million associated with five facilities under construction for a total purchase price of $101.4 million. In connection with one of the facilities, the Company provided a $4.1 million loan for the purpose of acquiring the premises on which the facility will be built. The $4.1 million note receivable has been collected in full as of December 31, 2015. The deposits are reflected in Other assets, net on the Company’s consolidated balance sheets. The purchase of these five facilities is expected to occur by the first quarter of 2017 after the completion of construction and the issuance of a certificate of occupancy. These acquisitions are subject to due diligence and other customary closing conditions and no assurance can be provided that these acquisitions will be completed on the terms described, or at all.

 

2015 Dispositions

 

On October 8, 2015, the Company sold seven assets in Texas and one asset in Florida for an aggregate sales price of approximately $37.8 million. In connection with these sales, the Company recorded gains that totaled $14.4 million. The proceeds from these sales were held in escrow to fund future acquisitions under a tax free like kind exchange. As of December 31, 2015, $14.4 million of the total net proceeds of $36.4 million had been applied to one acquisition that closed during the year, and the remaining $22.0 million is included in restricted cash on the Company’s consolidated balance sheets.

 

On October 2, 2015, USIFB, LLP (“USIFB”), a consolidated real estate joint venture in which the Company owned a 97% interest, sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

 

Development

 

As of December 31, 2015, the Company had four contracts through joint ventures for the construction of three self-storage facilities located in New York (see note 12) and one self-storage facility located in Washington, D.C. As part of the acquisition of the PSI Assets, the Company also acquired a self-storage facility that is under construction in North Palm Beach, FL as part of the acquisition of the PSI Assets. Construction for all projects is expected to be completed by the fourth quarter of 2017. As of December 31, 2015, development costs for these projects totaled $53.0 million. Total construction costs for these projects is expected to be $148.7 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage facilities on the Company’s consolidated balance sheets.

 

During the fourth quarter of 2015, the Company, through two separate joint ventures in which the Company owns a 90% interest in each, completed the construction of two self-storage facilities located in the boroughs of New York, NY and the facilities opened for operation. Total costs for these projects were $32.2 million in aggregate. These costs are capitalized to land, building, and improvements as well as equipment and are reflected in Storage facilities on the Company’s consolidated balance sheets.

 

During the second quarter of 2015, the Company, through a joint venture in which the Company owns a 90% interest, completed the construction, and opened for operation, a self-storage facility located in Arlington, VA. Total costs for this project were $17.1 million. These costs are capitalized to land, building, and improvements as well as equipment and are reflected in Storage facilities on the Company’s consolidated balance sheets.

 

During the first quarter of 2014, the Company completed the construction of a self-storage facility subject to a ground lease located in Bronx, NY and the facility opened for operation.  Total costs for this project were $17.2 million.  These costs are capitalized to building and improvements as well as equipment and are reflected in Storage facilities on the Company’s consolidated balance sheets.

 

During the fourth quarter of 2013, the Company completed the construction of the portion of a mixed-use facility comprised of office space and relocated its corporate headquarters to 5 Old Lancaster Road in Malvern, PA, a suburb of Philadelphia.  During the first quarter of 2014, construction was completed on the portion of the building comprised of rentable storage space and the facility opened for operation.  Total costs for this mixed-use project were $25.1 million. 

 

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2014 Acquisitions

 

On August 25, 2014, the Operating Partnership entered into an Agreement for Purchase and Sale with certain limited liability companies controlled by HSRE REIT I and HSRE REIT II, each Maryland real estate investment trusts, to acquire (the “HSRE Acquisition”) 26 self-storage facilities for an aggregate purchase price of $223.0 million plus customary closing costs.  On November 3, 2014, the Company closed on the first tranche of 22 facilities comprising the HSRE Acquisition, for an aggregate purchase price of $195.5 million.  The 22 facilities purchased are located in California, Florida, Illinois, Nevada, New York, Ohio, and Rhode Island. In connection with this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $14.5 million at the time of the acquisition and prior to any amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $12.1 million and $2.4 million, respectively.

 

During 2014, the Company acquired an additional 31 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $372.7 million. In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $23.8 million at the time of such acquisitions and prior to any amortization of such amounts.  The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2015 and 2014 was approximately $10.4 million and $13.4 million, respectively.  In connection with four of the acquired facilities, the Company assumed mortgage debt and recorded the debt at a fair value of $27.5 million, which included an outstanding principal balance totaling $26.0 million and a net premium of $1.5 million to reflect the estimated fair value of the debt at the time of assumption.

 

2014 Disposition

 

On June 30, 2014, the Company sold one asset in London, England owned by USIFB, for an aggregate sales price of £4.1 million (approximately $7.0 million).  The Company received net proceeds of $7.0 million, a portion of which were used to repay the loan the Company made to USIFB, and recorded a gain of $0.5 million as a result of the transaction.

 

2013 Acquisitions

 

During 2013, the Company acquired 20 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $189.8 million.  In connection with these acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases, which aggregated $13.5 million at the time of the acquisitions and prior to any amortization of such amounts.   The estimated life of these in-place leases was 12 months, and the amortization expense that was recognized during the years ended December 31, 2014 and 2013 was approximately $8.2 million and $5.3 million, respectively.  In connection with one of the acquired facilities, the Company assumed mortgage debt and recorded the debt at a fair value of $8.9 million, which included an outstanding principal balance totaling $8.5 million and a net premium of $0.4 million in addition to the face value of the assumed debt to reflect the fair value of the debt at the time of assumption. 

 

2013 Dispositions

 

During 2013, the Company sold 35 self-storage facilities located throughout the United States for an aggregate sales price of approximately $126.4 million.  In connection with these sales, the Company recorded gains that totaled $27.4 million.

 

The following table summarizes the Company’s results of operations of the 2015, 2014, and 2013 acquisitions from the respective acquisition dates in the year they were acquired, included in the consolidated statements of operations for the years ended December 31, 2015, 2014, and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Year ended December 31, 

 

 

 

2015

    

2014

 

2013

 

 

 

(in thousands)

 

Total revenue

 

$

9,110

 

$

21,156

 

$

7,048

 

Net loss

 

 

(6,563)

 

 

(12,350)

 

 

(4,228)

 

 

 

5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES

 

On December 8, 2015, the Company invested $8.4 million in exchange for a  10% ownership interest in a newly-formed joint venture (“HVP”) that acquired 30 self-storage facilities located in Michigan (16), Massachusetts (6), Tennessee (5), and Florida (3).  HVP paid $193.7 million for these facilities, of which $15.4 million was allocated to the value of the in-place lease intangible. The acquisition was

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funded primarily through a $112.7 million initial advance on the venture’s $122.0 million loan. The remainder of the purchase price was contributed pro-rata by the Company and its unaffiliated joint venture partner.  The loan bears interest at LIBOR plus 2.00% per annum and matures on December 7, 2018 with options to extend the maturity date through December 7, 2020, subject to satisfaction of certain conditions and payment of the extension fees as stipulated in the loan agreement. As of December 31, 2015, HVP is under contract to purchase an additional seven properties for an aggregate purchase price of approximately $48.8 million.

 

On December 10, 2013, the Company invested a 50% ownership interest in a newly-formed joint venture (“HHF”) that acquired 35 self-storage facilities located in Texas (34) and North Carolina (1). HHF paid $315.7 million for these facilities, of which $12.1 million was allocated to the value of the in-place lease intangible. The Company and the unaffiliated joint venture partner, collectively the “HHF Partners,” each contributed cash equal to 50% of the capital required to fund the acquisition. On May 1, 2014, HHF obtained a $100.0 million loan secured by the 34 self-storage facilities located in Texas that are owned by the venture. There is no recourse to the Company, subject to customary exceptions to non-recourse provisions. The loan bears interest at 3.59% per annum and matures on April 30, 2021. This financing completed the planned capital structure of HHF and proceeds (net of closing costs) of $99.2 million were distributed proportionately to the partners. 

 

Based upon the facts and circumstances at formation of HVP and HHF, the Company determined that neither entity is a VIE in accordance with the accounting standard for the consolidation of VIEs. As a result, the Company used the voting interest model under the accounting standard for consolidation in order to determine whether to consolidate HVP and HHF. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, HHF and HVP are not consolidated by the Company and are accounted for under the equity method of accounting. The Company’s investments in HVP and HHF are included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheets and the Company’s earnings from its investments in HVP and HHF are presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.

 

The amounts reflected in the following table are based on the historical financial information of the real estate ventures.

 

The following is a summary of the financial position of HVP and HHF as of December 31, 2015 and 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

December 31, 

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

 

 

Storage facilities, net

 

$

456,452

 

$

291,357

 

Other assets

 

 

19,677

 

 

5,786

 

Total assets

 

$

476,129

 

$

297,143

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

Other liabilities

 

$

4,470

 

$

5,725

 

Debt

 

 

212,666

 

 

100,000

 

Equity

 

 

 

 

 

 

 

CubeSmart

 

 

97,281

 

 

95,709

 

Joint venture partner

 

 

161,712

 

 

95,709

 

Total liabilities and equity

 

$

476,129

 

$

297,143

 

The following is a summary of results of operations of HVP and HHF for the years ended December 31, 2015, 2014 and 2013 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

 

    

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

 

$

31,249

 

$

26,852

 

$

1,600

 

Operating expenses

 

 

 

15,042

 

 

11,754

 

 

1,742

 

Interest expense, net

 

 

 

3,846

 

 

2,522

 

 

 

Depreciation and amortization

 

 

 

16,214

 

 

25,086

 

 

2,160

 

Net loss

 

 

 

(3,853)

 

 

(12,510)

 

 

(2,302)

 

Company’s share of net loss

 

 

 

(411)

 

 

(6,255)

 

 

(1,151)

 

 

The results of operations above include the periods from December 8, 2015 (date of acquisition) through December 31, 2015 for HVP and December 13, 2013 (date of acquisition) through December 31, 2015 for HHF.  

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6.  UNSECURED SENIOR NOTES

 

On October 26, 2015, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.00% unsecured senior notes due November 15, 2025 (the “2025 Senior Notes”). On December 17, 2013, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.375% unsecured senior notes due December 15, 2023 (the “2023 Senior Notes”). On June 26, 2012, the Operating Partnership issued $250.0 million in aggregate principal amount of 4.80% unsecured senior notes due July 15, 2022 (the “2022 Senior Notes”). The 2025 Senior Notes, the 2023 Senior Notes, and the 2022 Senior Notes are collectively referred to as the “Senior Notes.”

 

The indenture under which the Senior Notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership and its consolidated subsidiaries comply with a leverage ratio not to exceed 60% and an interest coverage ratio of more than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. As of and for the year ended December 31, 2015, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.

 

7.  REVOLVING CREDIT FACILITY AND UNSECURED TERM LOANS

 

On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”) which consisted of a $100.0 million term loan with a five-year maturity (“Term Loan A”) and a $100.0 million term loan with a seven-year maturity (“Term Loan B”). On December 9, 2011, the Company entered into a credit facility (the “Credit Facility”) comprised of a $100.0 million unsecured term loan maturing in December 2014 (“Term Loan C”); a $200.0 million unsecured term loan maturing in March 2017 (“Term Loan D”); and a $300.0 million unsecured revolving facility maturing in December 2015 (“Revolver”).

 

On June 18, 2013, the Company amended both the Term Loan Facility and Credit Facility. With respect to the Term

Loan Facility, among other things, the amendment extended the maturity date to June 2018 and decreased the pricing of Term Loan A, while Term Loan B remained unchanged by the amendment. With respect to the Credit Facility, among other things, the amendment extended the maturity date to January 2019 and decreased the pricing of Term Loan D. On August 5, 2014, the Company further amended the Term Loan Facility to extend the maturity date to January 2020 and decrease the pricing of Term Loan B. On December 17, 2013, the Company repaid the $100.0 million balance under Term Loan C that was scheduled to mature in December 2014.

 

Pricing on the Term Loan Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under Term Loan A are priced at 1.30% over LIBOR, while amounts drawn under Term Loan B are priced at 1.15% over LIBOR.

 

On April 22, 2015, the Company further amended the Credit Facility with respect to the Revolver. Among other things, the amendment increased the aggregate amount of the Revolver from $300.0 million to $500.0 million, decreased the facility fee from 0.20% to 0.15%, and extended the maturity date from June 18, 2017 to April 22, 2020.

 

 

Pricing on the Credit Facility depends on the Company’s unsecured debt credit ratings.  At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.25% over LIBOR, inclusive of a facility fee of 0.15%, while amounts drawn under Term Loan D are priced at 1.30% over LIBOR.

 

The Company incurred costs of $2.3 million in 2015 in connection with amending the Credit Facility and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Additionally, in connection with the amendment, $0.1 million of unamortized costs were written-off. All remaining unamortized costs, along with costs incurred in connection with the amendment, are amortized as an adjustment to interest expense over the remaining term of the modified facilities.

 

As of December 31, 2015, $200.0 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $200.0 million of unsecured term loan borrowings were outstanding under the Credit Facility, and $500.0 million was available for borrowing under the unsecured revolving portion of the Credit Facility. The available balance under the unsecured revolving portion of the Credit Facility is reduced by an outstanding letter of credit of $30 thousand. In connection with a portion of the unsecured borrowings, the Company had interest rate swaps as of December 31, 2015 that fix 30-day LIBOR (see note 10). As of December 31, 2015, borrowings under the Credit Facility and Term Loan Facility, as amended and after giving effect to the interest rate swaps, had an effective weighted average interest rate of 3.00%.

 

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The Term Loan Facility and the term loan under the Credit Facility were fully drawn as of December 31, 2015 and no further borrowings may be made under the term loans. Our ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:

 

·

Maximum total indebtedness to total asset value of 60.0% at any time;

 

·

Minimum fixed charge coverage ratio of 1.50:1.00; and

 

·

Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.

 

Further, under the Credit Facility and Term Loan Facility, the Company is restricted from paying distributions on the Parent Company’s common shares in excess of the greater of (i) 95% of funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.

 

As of December 31, 2015, the Company was in compliance with all of its financial covenants and it anticipates being in compliance with all of its financial covenants through the terms of the Credit Facility and Term Loan Facility.

 

8.  MORTGAGE LOANS AND NOTES PAYABLE

 

The Company’s mortgage loans and notes payable are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Value as of:

 

 

 

 

 

 

    

December 31, 

    

December 31, 

    

Effective

    

Maturity

 

Mortgage Loans and Notes Payable

    

2015

    

2014

    

Interest Rate

    

Date

 

 

 

(in thousands)

 

 

 

 

 

YSI 29

 

$

 —

 

$

12,635

 

3.69

%  

Aug-15

 

YSI 13

 

 

 —

 

 

8,427

 

3.00

%  

Oct-15

 

YSI 20

 

 

 —

 

 

54,091

 

5.97

%  

Nov-15

 

YSI 63

 

 

 —

 

 

7,466

 

2.82

%  

Dec-15

 

YSI 59

 

 

9,012

 

 

9,221

 

4.82

%  

Mar-16

 

YSI 60

 

 

3,546

 

 

3,610

 

5.04

%  

Aug-16

 

YSI 51

 

 

6,984

 

 

7,105

 

5.15

%  

Sep-16

 

YSI 64

 

 

7,781

 

 

7,919

 

3.54

%  

Oct-16

 

YSI 62

 

 

7,835

 

 

7,962

 

3.54

%  

Dec-16

 

YSI 33

 

 

10,154

 

 

10,429

 

6.42

%  

Jul-19

 

YSI 26

 

 

8,606

 

 

8,780

 

4.56

%  

Nov-20

 

YSI 57

 

 

3,021

 

 

3,082

 

4.61

%  

Nov-20

 

YSI 55

 

 

23,369

 

 

23,767

 

4.85

%  

Jun-21

 

YSI 24

 

 

27,185

 

 

27,873

 

4.64

%  

Jun-21

 

YSI 65

 

 

2,500

 

 

 —

 

3.85

%  

Jun-23

 

Unamortized fair value adjustment

 

 

2,219

 

 

3,484

 

 

 

 

 

Total mortgage loans and notes payable

 

$

112,212

 

$

195,851

 

 

 

 

 

 

As of December 31, 2015 and 2014, the Company’s mortgage loans payable were secured by certain of its self-storage facilities with net book values of approximately $195.4 million and $344.2 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of December 31, 2015 (in thousands):

 

 

 

 

 

 

2016

    

$

36,880

 

2017

 

 

1,830

 

2018

 

 

1,934

 

2019

 

 

10,902

 

2020

 

 

12,009

 

2021 and thereafter

 

 

46,438

 

Total mortgage payments

 

 

109,993

 

Plus: Unamortized fair value adjustment

 

 

2,219

 

Total mortgage indebtedness

 

$

112,212

 

 

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9.  ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The following table summarizes the changes in accumulated other comprehensive loss by component for the year ended December 31, 2015 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Unrealized losses

    

Unrealized loss on

    

 

 

 

 

 

on interest rate

 

foreign currency

 

 

 

 

 

 

swaps

 

translation

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

$

(7,795)

 

$

(964)

 

$

(8,759)

 

Other comprehensive loss before reclassifications

 

 

(3,364)

 

 

(235)

 

 

(3,599)

 

Amounts reclassified from accumulated other comprehensive loss

 

 

6,181

(a)

 

1,199

(b)

 

7,380

 

Net current-period other comprehensive income

 

 

2,817

 

 

964

 

 

3,781

 

Balance at December 31, 2015

 

$

(4,978)

 

$

 —

 

$

(4,978)

 

 


(a)

See note 10 for additional information about the effects of the amounts reclassified.

(b)

Amount has been reclassified from accumulated other comprehensive loss and is included in gains from sale of real estate, net on the Company’s consolidated statements of operations.

 

10.  RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS

 

The Company’s use of derivative instruments is limited to the utilization of interest rate swap agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.

 

The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt.  Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value, and the related gains or losses are deferred in shareholders’ equity as accumulated other comprehensive loss.  These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.  However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately.

 

The Company formally assesses, both at inception of a hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, then the Company accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations.  If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.

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The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of December 31, 2015 and December 31, 2014, respectively (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge

 

 

 

Notional

 

 

 

 

 

 

 

Fair Value

 

Product

    

Hedge Type (a)

    

Amount

    

Strike

    

Effective Date

    

Maturity

    

December 31, 2015

    

December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap

 

Cash flow

 

$

40,000

 

1.8025

%  

6/20/2011

 

6/20/2016

 

$

(243)

 

$

(757)

 

Swap

 

Cash flow

 

 

40,000

 

1.8025

%  

6/20/2011

 

6/20/2016

 

 

(243)

 

 

(757)

 

Swap

 

Cash flow

 

 

20,000

 

1.8025

%  

6/20/2011

 

6/20/2016

 

 

(122)

 

 

(378)

 

Swap

 

Cash flow

 

 

75,000

 

1.3360

%  

12/30/2011

 

3/31/2017

 

 

(540)

 

 

(841)

 

Swap

 

Cash flow

 

 

50,000

 

1.3360

%  

12/30/2011

 

3/31/2017

 

 

(360)

 

 

(561)

 

Swap

 

Cash flow

 

 

50,000

 

1.3360

%  

12/30/2011

 

3/31/2017

 

 

(360)

 

 

(561)

 

Swap

 

Cash flow

 

 

25,000

 

1.3375

%  

12/30/2011

 

3/31/2017

 

 

(180)

 

 

(281)

 

Swap

 

Cash flow

 

 

40,000

 

2.4590

%  

6/20/2011

 

6/20/2018

 

 

(1,350)

 

 

(1,654)

 

Swap

 

Cash flow

 

 

40,000

 

2.4725

%  

6/20/2011

 

6/20/2018

 

 

(1,364)

 

 

(1,672)

 

Swap

 

Cash flow

 

 

20,000

 

2.4750

%  

6/20/2011

 

6/20/2018

 

 

(683)

 

 

(837)

 

 

 

 

 

$

400,000

 

 

 

 

 

 

 

$

(5,445)

 

$

(8,299)

 

 


(a)

Hedging unsecured variable rate debt by fixing 30-day LIBOR.

 

The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability.  As of December 31, 2015 and 2014, all derivative instruments were included in accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.  The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss).  Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The change in unrealized losses on interest rate swaps reflects a reclassification of $6.3 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during 2015.  The Company estimates that $3.7 million will be reclassified as an increase to interest expense in 2016.

 

11.  FAIR VALUE MEASUREMENTS

 

The Company applies the methods of determining fair value, as described in authoritative guidance, to value its financial assets and liabilities. As defined in the guidance, fair value is based on the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

 

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

 

Financial assets and liabilities carried at fair value as of December 31, 2015 are classified in the table below in one of the three categories described above (dollars in thousands):

 

 

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Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap Derivative Liabilities

 

$

 —

 

$

5,445

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities at fair value

 

$

 —

 

$

5,445

 

$

 —

 

 

Financial assets and liabilities carried at fair value as of December 31, 2014 are classified in the table below in one of the three categories described above (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Level 1

    

Level 2

    

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap Derivative Liabilities

 

$

 

$

8,299

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities at fair value

 

$

 

$

8,299

 

$

 

 

Financial assets and liabilities carried at fair value were classified as Level 2 inputs.  For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing, and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:

 

·

Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades in 2015 that would reduce the amount owed by the Company.  Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the counterparties. However, as of December 31, 2015, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

 

The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate their respective carrying values as of December 31, 2015 and 2014.  The aggregate carrying value of the Company’s debt was $1.3 billion and $1.2 billion as of December 31, 2015 and 2014, respectively.  The estimated fair value of the Company’s debt was $1.3 billion and $1.2 billion as of December 31, 2015 and 2014, respectively. These estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations as of December 31, 2015 and 2014.  The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies, which is classified within level 2 of the fair value hierarchy. Rates and credit spreads take into consideration general market conditions and maturity.

 

12.  NONCONTROLLING INTERESTS

 

Interests in Consolidated Real Estate Joint Ventures

 

3068 Cropsey Avenue, LLC (“Cropsey Ave”) was formed to own, operate, and develop a self-storage facility in Brooklyn, NY.  The Company owns a 51% interest in Cropsey Ave, and 49% is owned by another member (the “Cropsey Ave Member”).  The facility is expected to commence operations during 2017.  The Cropsey Ave Member has an option to put its ownership interest in the venture to the Company for $20.4 million within the one-year period after construction of the facility is substantially complete.  Additionally, the Company has a one-year option to call the ownership interest of the Cropsey Ave Member for $20.4 million beginning on the second anniversary of the facility’s construction being substantially complete. The Company is accreting the $20.4 million liability during the development period and has accrued $2.3 million as of December 31, 2015. The Company determined that Cropsey Ave is a variable interest entity, and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of Cropsey Ave.  As of December 31, 2015, Cropsey Ave had total assets of $10.5 million and total liabilities of $2.3 million.

 

2301 Tillotson Ave, LLC (“Tillotson”) was formed to own, operate, and develop a self-storage facility in New York, NY.  The Company owns a 51% interest in Tillotson, and 49% is owned by another member (the “Tillotson Member”).  The facility is expected to commence operations during 2016.  The Tillotson Member has an option to put its ownership interest in the venture to the Company for

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$17.0 million within the one-year period after construction of the facility is substantially complete.  Additionally, the Company has a one-year option to call the ownership interest of the Tillotson Member for $17.0 million beginning on the second anniversary of the facility’s construction being substantially complete. The Company is accreting the $17.0 million liability during the development period and has accrued $11.5 million as of December 31, 2015. The Company determined that Tillotson is a variable interest entity and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of Tillotson.  As of December 31, 2015, Tillotson had total assets of $18.5 million and total liabilities of $13.1 million.

 

251 Jamaica Ave, LLC (“Jamaica Ave”) was formed to own, operate, and develop a self-storage facility in New York, NY.  The Company owns a 51% interest in Jamaica Ave, and 49% is owned by another member (the “Jamaica Ave Member”).  The facility is expected to commence operations during 2016.  The Jamaica Ave Member has an option to put its ownership interest in the venture to the Company for $12.5 million within the one-year period after construction of the facility is substantially complete.  Additionally, the Company has a one-year option to call the ownership interest of the Jamaica Ave Member for $12.5 million beginning on the second anniversary of the facility’s construction being substantially complete. The Company is accreting the $12.5 million liability during the development period and has accrued $11.3 million as of December 31, 2015. The Company determined that Jamaica Ave is a variable interest entity, and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of Jamaica Ave.  As of December 31, 2015, Jamaica Ave had total assets of $29.7 million and total liabilities of $12.5 million.

 

CS SNL New York Ave, LLC and 186 Jamaica Avenue, LLC, collectively known as “SNL”, were formed with a partner to own, operate, and develop two self-storage facilities in the boroughs of New York, NY.  The Company owns 90% of SNL, and the facilities commenced operations during the fourth quarter of 2015.  The Company consolidates the assets, liabilities, and results of operations of SNL.  As of December 31, 2015, SNL had total assets of $30.5 million and total liabilities of $18.7 million. The Company has provided $16.5 million of a total $22.6 million loan commitment to SNL which is secured by a mortgage on the real estate assets of SNL.  The loan and related interest were eliminated during consolidation.

 

Shirlington Rd, LLC (“SRLLC”) was formed to own, operate, and develop a self-storage facility in Northern Virginia.  The Company owns a 90% interest in SRLLC, and the facility commenced operations during the second quarter 2015.  The Company consolidates the assets, liabilities, and results of operations of SRLLC. During 2013, SRLLC acquired land for development for $13.1 million. In 2014, SRLLC completed the planned subdivision of the land into two parcels and sold one parcel for $6.5 million.  No gain or loss was recorded as a result of this transaction.  SRLLC retained the second parcel of land for the development of the storage facility. As of December 31, 2015, SRLLC had total assets of $16.8 million and total liabilities of $13.2 million.  The Company has provided $13.1 million of a total $14.6 million loan commitment to SRLLC, which loan is secured by a mortgage on the real estate assets of SRLLC.  The loan and related interest were eliminated during consolidation.

 

USIFB was formed to own, operate, acquire, and develop self-storage facilities in England.  The Company owned a 97% interest in USIFB through a wholly-owned subsidiary, and USIFB commenced operations at two facilities in London, England during 2008.  The Company determined that USIFB is a variable interest entity, and that the Company is the primary beneficiary.  Accordingly, the Company consolidates the assets, liabilities, and results of operations of USIFB. On December 31, 2013 the Company provided a $6.8 million (£4.1 million) loan secured by a mortgage on real estate assets of USIFB.  On June 30, 2014, one of the assets was sold for net proceeds of $7.0 million and the loan was repaid with proceeds from the sale. The loan and any related interest were eliminated during consolidation. On October 2, 2015, USIFB sold its remaining asset in London, England, for an aggregate sales price of £6.5 million (approximately $9.9 million). In connection with the sale, the Company recorded a gain of $3.0 million net of a foreign currency translation loss of $1.2 million.

 

Operating Partnership Ownership

 

The Company follows guidance regarding the classification and measurement of redeemable securities.  Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity/capital.  This classification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity/capital in the consolidated balance sheets.  The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions.

 

Additionally, with respect to redeemable ownership interests in the Operating Partnership held by third parties for which CubeSmart has a choice to settle the redemption by delivery of its own shares, the Operating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own shares, to evaluate whether CubeSmart controls the actions or events necessary to presume share settlement. The guidance also requires that noncontrolling interests classified outside of

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permanent capital be adjusted each period to the greater of the carrying value based on the accumulation of historical cost or the redemption value.

 

Approximately 1.2% and 1.4% of the outstanding OP Units as of December 31, 2015 and December 31, 2014, respectively, were not owned by CubeSmart, the sole general partner.  The interests in the Operating Partnership represented by these OP Units were a component of the consideration that the Operating Partnership paid to acquire certain self-storage facilities. The holders of the OP Units are limited partners in the Operating Partnership and have the right to require CubeSmart to redeem all or part of their OP Units for, at the general partner’s option, an equivalent number of common shares of CubeSmart or cash based upon the fair value of an equivalent number of common shares of CubeSmart.  However, the partnership agreement contains certain provisions that could result in a cash settlement outside the control of CubeSmart and the Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares.  Accordingly, consistent with the guidance, the Operating Partnership will record the OP Units owned by third parties outside of permanent capital in the consolidated balance sheets. Net income or loss related to the OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.

 

On May 14, 2015, the Company closed on the acquisition of real property that will be developed into a self-storage facility in Washington, D.C. In conjunction with the closing, the Company issued 20,408 OP Units, valued at approximately $0.5 million to pay a portion of the consideration. Additional consideration of $1.5 million will be paid upon the completion of certain milestones within a one-year period from closing. The Company is accreting the $1.5 million liability during the development period and has accrued $0.8 million as of December 31, 2015.

 

As of December 31, 2015 and 2014, 2,159,650 and 2,257,486 OP Units, respectively, were held by third parties.  The per unit cash redemption amount of the outstanding OP Units was calculated based upon the average of the closing prices of the common shares of CubeSmart on the New York Stock Exchange for the final 10 trading days of the year. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interests, the Company has reflected these interests at their redemption value as of December 31, 2015 and 2014, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.6 million and $14.8 million as of December 31, 2015 and 2014, respectively. 

 

13.  RELATED PARTY TRANSACTIONS

 

Affiliated Real Estate Investments

 

The Company provides management services to certain joint ventures and other related party facilities.  Management agreements provide generally for management fees of between 5-6% of total revenues earned on a cash basis at the facilities.  Total management fees for unconsolidated joint ventures or other entities in which the Company held an ownership interest for the years ending December 31, 2015, 2014 and 2013 were $1.0 million, $0.9 million and $0.1 million, respectively.

 

The management agreements for certain joint ventures, other related parties and third-party facilities provide for the reimbursement to the Company for certain expenses incurred to manage the facilities.  These amounts consist of amounts due for management fees, payroll and other expenses incurred on behalf of the facilities.  The amounts due to the Company were $1.9 million and $1.6 million as of December 31, 2015 and 2014, respectively.  Additionally, as discussed in note 12 the Company has outstanding mortgage loans receivable from consolidated joint ventures of $29.6 million and $10.8 million as of December 31, 2015 and 2014, respectively, which are eliminated for consolidation purposes.  The Company believes that all of these related-party receivables are fully collectible.

 

14.  COMMITMENTS AND CONTINGENCIES

 

The Company currently owns six operating self-storage facilities and one self-storage facility currently under development that are subject to ground leases, and two other operating self-storage facilities that have portions of land that are subject to ground leases. The

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Company recorded ground rent expense of approximately $2.4 million, $2.0 million, and $2.2 million for the years ended December 31, 2015, 2014, and 2013, respectively.  Total future minimum rental payments under non-cancelable ground leases are as follows:

 

 

 

 

 

 

 

 

    

Ground Lease

 

 

 

Amount

 

 

 

(in thousands)

 

 

 

 

 

 

2016

 

$

1,724

 

2017

 

 

1,724

 

2018

 

 

1,637

 

2019

 

 

1,632

 

2020

 

 

1,682

 

2021 and thereafter

 

 

89,529

 

 

 

$

97,928

 

 

The Company has development agreements for the construction of five new self-storage facilities (see note 4), which will require payments of approximately $47.6 million, due in installments upon completion of certain construction milestones, during 2016 and 2017.

 

The Company has been named as a defendant in lawsuits in the ordinary course of business.  In most instances, these claims are covered by the Company’s liability insurance coverage.  Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.

 

15.  SHARE-BASED COMPENSATION PLANS

 

On June 2, 2010 the Company’s shareholders approved an amendment and restatement of the Company’s 2007 Equity Incentive Plan, a share-based employee compensation plan originally approved by shareholders on May 8, 2007 (as amended and restated, the “2007 Plan”).  On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan” and collectively with the 2007 Plan, the “Plans”).  The purpose of the Plans is to attract and retain highly qualified executive officers, Trustees and key employees and other persons and to motivate such officers, Trustees, key employees, and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.  To this end, the Plans provide for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights, and cash awards.  Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals.  Share options granted under the Plans may be non-qualified share options or incentive share options.

 

The Plans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the Plans and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards.

 

The 2007 Plan uses a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan.  The Fungible Units methodology assigns weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards.  Upon shareholder approval of the amendment and restatement of the 2007 Plan in June 2010, a “Fungible Pool Limit” was established consisting of 4,728,561 shares plus any common shares restored to availability upon expiration or forfeiture of then-currently outstanding options or restricted share awards (consisting of 372,135 shares).

 

The 2007 Plan provides that any common shares made the subject of awards in the form of options or share appreciation rights shall be counted against the Fungible Pool Limit as one (1) unit.  Any common shares made the subject of awards under the 2007 Plan in the form of restricted shares or share units (each a “Full-Value Award”) shall be counted against the Fungible Pool Limit as 1.66 units.  The Fungible Pool Limit and the computation of the number of common shares available for issuance are subject to adjustment upon certain corporate transactions or events, including share splits, reverse share splits and recapitalizations.  The number of shares counted against the Fungible Pool Limit includes the full number of shares subject to the award, and is not reduced in the event shares are withheld to fund withholding tax obligations, or, in the case of options and share appreciation rights, where shares are applied to pay the exercise price.  If an option or other award granted under the 2007 Plan expires, is forfeited or otherwise terminates, the common shares subject to any portion of such option or other award that expires, is forfeited or that otherwise terminates, as the case may be, will again become available for issuance under the 2007 Plan.

 

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In addition to the overall limit on the number of shares that may be subject to awards under the 2007 Plan, the 2007 Plan limits the number of shares that may be the subject of awards during the three-year period ending December 31, 2014.  Specifically, the average of the following three ratios (each expressed as a percentage) shall not exceed the greater of two percent (2%) or the mean of the Company’s GICS peer group for the three-year period beginning January 1, 2012 and ending December 31, 2014.  The three ratios would correspond to the three calendar years in the three-year period ending December 31, 2014, and each ratio would be computed as (i) the number of shares subject to awards granted in the applicable year divided by (ii) the sum of the number of common shares and OP units exchangeable into common shares outstanding at the end of such year.  Solely for purposes of calculating the number of shares subject to awards under this limitation, shares underlying Full-Value Awards will be taken into account in the numerator of the foregoing ratios as 1.5 shares.

 

Subject to adjustment upon certain corporate transactions or events, a participant may not receive awards (with shares subject to awards being counted, depending on the type of award, in the proportions ranging from 1.0 to 1.66), as described above in any one calendar year covering more than 1,000,000 units.

 

With respect to the 2004 Plan, a total of 3.0 million common shares were reserved for issuance under the 2004 Plan prior to its expiration in October 2014.  Prior to its expiration, the maximum number of common shares underlying equity awards that could have been granted to an individual participant under the 2004 Plan during any calendar year was 400,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units. The maximum number of common shares that could have been awarded under the Plan to any person, other than pursuant to an option, share appreciation rights, or time-vested restricted shares, is 250,000 per calendar year under the 2004 Plan.  Subsequent to the expiration of the 2004 Plan, no new equity awards may be granted, and to the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards no longer become available for future grants under the 2004 Plan. As of December 31, 2015, there were 0.7 million shares outstanding under the 2004 Plan.

 

Under the Plans, the Compensation Committee determines the vesting schedule of each share award and option. The exercise price for options is equivalent to the fair value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.

 

Share Options

 

The fair values for options granted in 2015, 2014, and 2013 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

Assumptions:

    

2015

    

2014

    

2013

 

Risk-free interest rate

 

 

1.5

%  

 

1.9

%  

 

1.0

%  

Expected dividend yield

 

 

2.6

%  

 

3.2

%  

 

3.3

%  

Volatility (a)

 

 

33.00

%  

 

37.98

%  

 

42.00

%  

Weighted average expected life of the options (b)

 

 

6.0

years

 

6.0

years

 

6.0

years

Weighted average grant date fair value of options granted per share

 

$

6.23

 

$

4.33

 

$

4.28

 

 


(a)

Expected volatility is based upon the level of volatility historically experienced.

(b)

Expected life is based upon our expectations of share option recipients’ expected exercise and termination patterns.

 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected share price volatility. Volatility for the 2015, 2014 and 2013 grants was based on the trading history of the Company’s shares.

 

In 2015, 2014, and 2013, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.0 million, $0.9 million and $0.9 million, respectively, which was recorded in general and administrative expense.  Approximately 202,485 share options were issued during 2015 for which the fair value of the options at their respective grant dates was approximately $1.2 million, which vest over three years.  As of December 31, 2015, the Company had approximately $1.2 million of unrecognized option compensation cost related to all grants that will be recorded over the next three years.

 

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The table below summarizes the option activity under the Plan for the years ended December 31, 2015, 2014, and 2013:

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

 

    

Weighted Average

 

 

 

Number of Shares

 

Weighted Average

 

Remaining

 

 

 

Under Option

 

Strike Price

 

Contractual Term

 

Balance at December 31, 2012

 

5,257,864

 

$

10.50

 

5.49

 

Options granted

 

182,297

 

 

14.84

 

9.08

 

Options canceled

 

(24,000)

 

 

13.57

 

 

Options exercised

 

(511,548)

 

 

7.24

 

4.53

 

Balance at December 31, 2013

 

4,904,613

 

$

10.99

 

4.66

 

Options granted

 

223,590

 

 

15.73

 

9.08

 

Options canceled

 

(10,731)

 

 

17.38

 

 

Options exercised

 

(1,425,171)

 

 

9.69

 

3.21

 

Balance at December 31, 2014

 

3,692,301

 

$

11.76

 

4.16

 

Options granted

 

202,485

 

 

25.00

 

9.08

 

Options canceled

 

(18,230)

 

 

19.75

 

 

Options exercised

 

(1,454,612)

 

 

11.31

 

2.38

 

Balance at December 31, 2015

 

2,421,944

 

$

13.07

 

4.08

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest at December 31, 2015

 

2,421,944

 

$

13.07

 

4.08

 

Exercisable at December 31, 2015

 

2,014,251

 

$

11.68

 

3.22

 

 

As of December 31, 2015, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was approximately $42.5 million.  The aggregate intrinsic value of options exercised was approximately $19.0 million for the year ended December 31, 2015.

 

Restricted Shares

 

The Company applies the fair value method of accounting for contingently issued shares.  As such, each grant is recognized ratably over the related vesting period.  Approximately 115,000 restricted shares and share units were issued during 2015 for which the fair value of the restricted shares and share units at their respective grant dates was approximately $3.2 million, which vest over three to five years.  During 2014, approximately 194,000 restricted shares and share units were issued for which the fair value of the restricted shares and share units at their respective grant dates was approximately $3.4 million.  As of December 31, 2015 the Company had approximately $3.1 million of remaining unrecognized restricted share and share unit compensation costs that will be recognized over the next four years.  Restricted share awards are considered to be performance awards and are valued using the share price on the grant date.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

 

In 2015, 2014, and 2013, the Company recognized compensation expense related to restricted shares and share units issued to employees and Trustees of approximately $2.7 million, $3.5 million, and $5.4 million, respectively; these amounts were recorded in general and administrative expense. The following table presents non-vested restricted share and share unit activity during 2015:

 

 

 

 

 

 

    

Number of Non-

 

 

 

Vested Restricted

 

 

 

Shares and Share Units

 

Non-Vested at January 1, 2015

 

380,783

 

Granted

 

114,883

 

Vested

 

(169,687)

 

Forfeited

 

(24,155)

 

Non-Vested at  December 31, 2015

 

301,824

 

 

On January 23, 2015, 35,614 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $1.3 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2017.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

 

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On January 24, 2014, 47,487 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $0.9 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2016.  The compensation expense recognized related to these awards and remaining unrecognized compensation costs are included in the amounts disclosed above.

 

On January 25, 2013, 41,503 restricted share units were granted to certain executives.  The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date.  The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded REITs over a three-year period.  The fair value of the restricted share units on the grant date was approximately $0.8 million.  The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards.  The restricted share units cliff vested on December 31, 2015.  The compensation expense recognized related to these awards is included in the amounts disclosed above.

 

16.  EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL

 

Earnings per common share and shareholders’ equity

 

The following is a summary of the elements used in calculating basic and diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

 

2014

 

2013

 

 

 

(Dollars and shares in thousands, except per share amounts)

 

 

    

 

    

    

    

 

    

    

    

 

    

    

 

Income from continuing operations

 

$

78,756

 

 

$

26,366

 

 

$

10,409

 

 

Noncontrolling interests in the Operating Partnership

 

 

(960)

 

 

 

(302)

 

 

 

(51)

 

 

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

 

(16)

 

 

 

42

 

 

Distribution to preferred shares (1)

 

 

(6,008)

 

 

 

(6,008)

 

 

 

(6,008)

 

 

Income from continuing operations attributable to the Company’s common shareholders

 

$

71,704

 

 

$

20,040

 

 

$

4,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total discontinued operations

 

 

 —

 

 

 

336

 

 

 

31,585

 

 

Noncontrolling interests in the Operating Partnership

 

 

 —

 

 

 

(5)

 

 

 

(537)

 

 

Total discontinued operations attributable to the Company’s common shareholders

 

$

 —

 

 

$

331

 

 

$

31,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to the Company’s common shareholders

 

$

71,704

 

 

$

20,371

 

 

$

35,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

168,640

 

 

 

149,107

 

 

 

135,191

 

 

Share options and restricted share units

 

 

1,551

 

 

 

1,756

 

 

 

2,551

 

 

Weighted-average diluted shares outstanding (2)

 

 

170,191

 

 

 

150,863

 

 

 

137,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.43

 

 

$

0.13

 

 

$

0.03

 

 

Discontinued operations

 

 

 —

 

 

 

0.01

 

 

 

0.23

 

 

Basic and diluted earnings per common share

 

$

0.43

 

 

$

0.14

 

 

$

0.26

 

 

 

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Earnings per common unit and capital

 

The following is a summary of the elements used in calculating basic and diluted earnings per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

 

2014

 

2013

 

 

 

(Dollars and units in thousands, except per unit amounts)

 

 

    

 

    

    

    

 

    

    

    

 

    

    

 

Income from continuing operations

 

$

78,756

 

 

$

26,366

 

 

$

10,409

 

 

Operating Partnership interests of third parties

 

 

(960)

 

 

 

(302)

 

 

 

(51)

 

 

Noncontrolling interest in subsidiaries

 

 

(84)

 

 

 

(16)

 

 

 

42

 

 

Distribution to preferred unitholders (1)

 

 

(6,008)

 

 

 

(6,008)

 

 

 

(6,008)

 

 

Income from continuing operations attributable to common unitholders

 

$

71,704

 

 

$

20,040

 

 

$

4,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total discontinued operations

 

 

 —

 

 

 

336

 

 

 

31,585

 

 

Operating Partnership interests of third parties

 

 

 —

 

 

 

(5)

 

 

 

(537)

 

 

Total discontinued operations attributable to common unitholders

 

$

 —

 

 

$

331

 

 

$

31,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common unitholders

 

$

71,704

 

 

$

20,371

 

 

$

35,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average units outstanding

 

 

168,640

 

 

 

149,107

 

 

 

135,191

 

 

Unit options and restricted share units

 

 

1,551

 

 

 

1,756

 

 

 

2,551

 

 

Weighted-average diluted units outstanding (2)

 

 

170,191

 

 

 

150,863

 

 

 

137,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.43

 

 

$

0.13

 

 

$

0.03

 

 

Discontinued operations

 

 

 —

 

 

 

0.01

 

 

 

0.23

 

 

Basic and diluted earnings per common unit

 

$

0.43

 

 

$

0.14

 

 

$

0.26

 

 

 


(1)

For each of the years ended December 31, 2015, 2014, and 2013, the Company declared cash dividends per preferred share/unit of $1.938.

 

(2)

For the years ended December 31, 2015, 2014, and 2013, the Company declared cash dividends per common share/unit of $0.69,  $0.55, and $0.46, respectively.

 

The OP units and common units have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the Operating Partnership.  An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis.  Outstanding noncontrolling interest units in the Operating Partnership were 2,159,650; 2,257,486, and 2,275,730 as of December 31, 2015, 2014, and 2013, respectively. There were 174,667,870; 163,956,675, and 139,328,366 common units outstanding as of December 31, 2015, 2014, and 2013, respectively.

 

Common and Preferred Shares

 

Pursuant to a previous sales agreement, the company had an “at-the-market” equity program that enabled it to sell common shares through a sales agent. On May 7, 2013, the Company terminated the previous sales agreement with its previous sales agent and entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with a group of sales agents (collectively, the “Sales Agents”).   The Equity Distribution Agreements replaced the previous sale agreement and were amended on December 30, 2015, May 5, 2014, and October 2, 2014 to increase the number of common shares authorized for sale through “at-the-market” equity offerings.  Pursuant to the Equity Distribution Agreements, as amended, the Company may sell, from time to time, up to 40.0 million common shares of beneficial interest through the Sales Agents.

 

During 2015, the Company sold a total of 9.0 million common shares under the agreements at an average sales price of $26.35 per share, resulting in net proceeds of $234.2 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2015 were used to fund acquisitions of storage facilities and for general corporate purposes.  As of December 31, 2015, 10.2 million common shares remained available for issuance under the Equity Distribution Agreements.

 

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During 2014, the Company sold a total of 15.2 million common shares under the agreements at an average sales price of $18.22 per share, resulting in net proceeds of $273.0 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2014 were used to fund acquisitions of storage facilities and for general corporate purposes.  As of December 31, 2014, 9.2 million common shares remained available for issuance under the Equity Distribution Agreements.

 

On October 20, 2014, the Parent Company completed its public offering of 7,475,000 common shares at a public offering price of $19.33, inclusive of the full exercise by the underwriters of their option to purchase 975,000 shares to cover over-allotments. The Company received approximately $143.0 million in net proceeds from the offering after deducting the underwriting discount and other offering expenses.  The proceeds combined with the proceeds raised from the program were used for general corporate purposes including funding a portion of the Company’s investment activity.

 

During 2013, the Company sold a total of 5.7 million common shares under the previous sales agreement and the Equity Distribution Agreements at an average sales price of $17.92 per share, resulting in net proceeds of $100.3 million after deducting offering costs.  The proceeds from the sales conducted during the year ended December 31, 2013 were used to fund acquisitions of storage facilities and for general corporate purposes.

 

The parent company had 3.1 million 7.75% Series A preferred shares outstanding as of December 31, 2015 and 2014, with a liquidation preference of $77.5 million, or $25.00 per share.

 

17.  INCOME TAXES

 

Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse.  A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized.  No valuation allowance was recorded as of December 31, 2015 or 2014.  The Company had net deferred tax assets of $1.7 million and $1.0 million, which are included in other assets on the Company’s consolidated balance sheets as of December 31, 2015 and 2014, respectively.  The Company recorded $1.7 million in tax benefits associated with share based compensation during the year, which is included in additional paid-in capital on the Company’s consolidated balance sheets. The Company believes it is more likely than not the deferred tax assets will be realized.

 

18.  DISCONTINUED OPERATIONS

 

In April 2014, the FASB issued an update to the accounting standard for the reporting of discontinued operations. The update redefined discontinued operations, changing the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The Company elected to adopt this guidance in 2014. None of the Company’s dispositions during 2014 or  2015 met the criteria for discontinued operations under the new guidance.

 

For the year ended December 31, 2014, income from discontinued operations relates to real estate tax refunds received as a result of appeals of previous tax assessments on six self-storage facilities the Company sold in prior years.  For the year ended December 31, 2013, income from discontinued operations relates to 35 facilities the Company sold during 2013.  Each of the sales during 2013 resulted in the recognition of a gain which, in aggregate, totaled $27.4 million.

 

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The following table summarizes the revenue and expense information for the period the Company owned the facilities classified as discontinued operations during the years ended December 31, 2015, 2014, and 2013 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

 

 

2015

    

2014

    

2013

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

 —

 

$

 —

 

$

10,795

 

Other property related income

 

 

 —

 

 

 —

 

 

1,583

 

Total revenues

 

 

 —

 

 

 —

 

 

12,378

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

 —

 

 

(336)

 

 

5,318

 

Depreciation and amortization

 

 

 —

 

 

 —

 

 

2,703

 

Total operating expenses

 

 

 —

 

 

(336)

 

 

8,021

 

OPERATING INCOME

 

 

 —

 

 

336

 

 

4,357

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

 —

 

 

 —

 

 

(212)

 

Gain from dispositions of discontinued operations

 

 

 —

 

 

 —

 

 

27,440

 

Income from discontinued operations

 

$

 —

 

$

336

 

$

31,585

 

 

19.  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

 

During the year ended December 31, 2015, the Company acquired 29 self-storage facilities for an aggregate purchase price of approximately $292.4 million (see note 3).

 

The condensed consolidated pro forma financial information set forth below reflects adjustments to the Company’s historical financial data to give effect to each of the acquisitions and related financing activity (including the issuance of common shares) that occurred during 2015 and 2014 as if each had occurred as of January 1, 2014 and 2013, respectively.  The unaudited pro forma information presented below does not purport to represent what the Company’s actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

 

The following table summarizes, on a pro forma basis, the Company’s consolidated results of operations for the year ended December 31, 2015 and 2014 based on the assumptions described above:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

 

 

2015

    

2014

 

 

 

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

Pro forma revenue

 

$

457,663

 

$

428,380

 

Pro forma income from continuing operations

 

$

111,804

 

$

37,445

 

Earnings per common share from continuing operations:

 

 

 

 

 

 

 

Basic - as reported

 

$

0.43

 

$

0.13

 

Diluted - as reported

 

$

0.42

 

$

0.13

 

Basic and diluted - as pro forma

 

$

0.62

 

$

0.21

 

 

 

 

 

 

 

 

 

 

20.  SUBSEQUENT EVENTS

 

Subsequent to December 31, 2015, the Company acquired five self-storage facilities in New York (1), Texas (3), and Washington, D.C. (1) for an aggregate purchase price of $105.9 million. The facility in New York was acquired upon completion of construction and issuance of a certificate of occupancy.

 

Subsequent to December 31, 2015, HVP acquired one self-storage facility in Michigan for a purchase price of approximately $5.7 million.

 

 

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21.  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

 

The following is a summary of quarterly financial information for the years ended December 31, 2015 and 2014 (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

    

March 31, 

    

June 30, 

    

September 30, 

    

December 31, 

 

 

 

2015

 

2015

 

2015

 

2015

 

Total revenues

 

$

103,688

 

$

109,871

 

$

115,970

 

$

114,992

 

Total operating expenses

 

 

83,009

 

 

84,163

 

 

86,265

 

 

83,196

 

Net income attributable to the Company

 

 

8,434

 

 

13,724

 

 

18,438

 

 

37,116

 

Basic earnings per share

 

 

0.04

 

 

0.07

 

 

0.10

 

 

0.21

 

Diluted earnings per share

 

 

0.04

 

 

0.07

 

 

0.10

 

 

0.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

    

March 31, 

    

June 30, 

    

September 30, 

    

December 31, 

 

 

 

2014

 

2014

 

2014

 

2014

 

Total revenues

 

$

87,267

 

$

92,337

 

$

97,092

 

$

100,267

 

Total operating expenses

 

 

68,653

 

 

70,347

 

 

73,966

 

 

82,454

 

Net income attributable to the Company

 

 

4,530

 

 

7,886

 

 

8,480

 

 

5,483

 

Basic earnings per share

 

 

0.03

 

 

0.04

 

 

0.05

 

 

0.02

 

Diluted earnings per share

 

 

0.03

 

 

0.04

 

 

0.05

 

 

0.02

 

 

The sum of quarterly earnings per share amounts do not necessarily equal the full year amounts.  The above information was updated to reclassify amounts to discontinued operations (see note 18).

 

 

 

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CUBESMART

SCHEDULE III

REAL ESTATE AND RELATED DEPRECIATION

December 31, 2015

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount at

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Costs

 

December 31, 2015

 

 

 

 

 

 

    

 

    

 

    

 

    

Buildings

    

Subsequent

    

 

    

Buildings

    

 

    

Accumulated

    

Year

 

 

 

Square

 

 

 

 

 

&

 

to

 

 

 

&

 

 

 

Depreciation

 

Acquired/

 

Description

 

Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

(B)

 

Developed

 

Chandler I, AZ

 

47,430

 

 

 

327

 

1,257

 

289

 

327

 

1,372

 

1,699

 

489

 

2005

 

Chandler II, AZ

 

83,644

 

 

 

1,518

 

7,485

 

56

 

1,518

 

7,540

 

9,058

 

558

 

2013

 

Gilbert, AZ

 

57,430

 

 

 

951

 

4,688

 

21

 

951

 

4,710

 

5,661

 

425

 

2013

 

Glendale, AZ

 

56,807

 

 

 

201

 

2,265

 

1,046

 

418

 

2,759

 

3,177

 

1,184

 

1998

 

Green Valley, AZ

 

25,050

 

 

 

298

 

1,153

 

136

 

298

 

1,079

 

1,377

 

360

 

2005

 

Mesa I, AZ

 

52,475

 

 

 

920

 

2,739

 

202

 

921

 

2,495

 

3,416

 

846

 

2006

 

Mesa II, AZ

 

45,511

 

 

 

731

 

2,176

 

210

 

731

 

2,069

 

2,800

 

704

 

2006

 

Mesa III, AZ

 

59,629

 

 

 

706

 

2,101

 

210

 

706

 

1,927

 

2,633

 

659

 

2006

 

Peoria, AZ

 

110,710

 

 

 

1,436

 

7,082

 

6

 

1,436

 

7,087

 

8,523

 

113

 

2015

 

Phoenix I, AZ

 

101,025

 

 

 

1,134

 

3,376

 

470

 

1,135

 

3,197

 

4,332

 

1,072

 

2006

 

Phoenix II, AZ

 

83,160

 

 

 

756

 

2,251

 

1,572

 

847

 

3,125

 

3,972

 

943

 

2006/2011

 

Phoenix III, AZ

 

121,931

 

 

 

2,115

 

10,429

 

97

 

2,115

 

10,526

 

12,641

 

612

 

2014

 

Queen Creek, AZ

 

94,462

 

 

 

1,159

 

5,716

 

14

 

1,159

 

5,730

 

6,889

 

137

 

2015

 

Scottsdale, AZ

 

79,525

 

 

 

443

 

4,879

 

1,721

 

883

 

5,494

 

6,377

 

2,338

 

1998

 

Surprise , AZ

 

72,600

 

 

 

584

 

3,761

 

1

 

584

 

3,761

 

4,345

 

10

 

1905

 

Tempe I, AZ

 

53,890

 

 

 

749

 

2,159

 

379

 

749

 

2,228

 

2,977

 

671

 

2005

 

Tempe II, AZ

 

68,484

 

 

 

588

 

2,898

 

2,136

 

588

 

5,034

 

5,622

 

288

 

2013

 

Tucson I, AZ

 

59,800

 

 

 

188

 

2,078

 

1,039

 

384

 

2,615

 

2,999

 

1,094

 

1998

 

Tucson II, AZ

 

43,950

 

 

 

188

 

2,078

 

1,040

 

391

 

2,642

 

3,033

 

1,087

 

1998

 

Tucson III, AZ

 

49,832

 

 

 

532

 

2,048

 

250

 

533

 

1,938

 

2,471

 

636

 

2005

 

Tucson IV, AZ

 

48,040

 

 

 

674

 

2,595

 

301

 

675

 

2,476

 

3,151

 

809

 

2005

 

Tucson V, AZ

 

45,134

 

 

 

515

 

1,980

 

346

 

515

 

1,970

 

2,485

 

643

 

2005

 

Tucson VI, AZ

 

40,814

 

 

 

440

 

1,692

 

219

 

430

 

1,613

 

2,043

 

535

 

2005

 

Tucson VII, AZ

 

52,688

 

 

 

670

 

2,576

 

308

 

670

 

2,470

 

3,140

 

820

 

2005

 

Tucson VIII, AZ

 

46,650

 

 

 

589

 

2,265

 

308

 

589

 

2,222

 

2,811

 

720

 

2005

 

Tucson IX, AZ

 

67,520

 

 

 

724

 

2,786

 

355

 

725

 

2,621

 

3,346

 

886

 

2005

 

Tucson X, AZ

 

46,350

 

 

 

424

 

1,633

 

206

 

425

 

1,529

 

1,954

 

517

 

2005

 

Tucson XI, AZ

 

42,940

 

 

 

439

 

1,689

 

396

 

439

 

1,796

 

2,235

 

628

 

2005

 

Tucson XII, AZ

 

42,225

 

 

 

671

 

2,582

 

289

 

672

 

2,454

 

3,126

 

805

 

2005

 

Tucson XIII, AZ

 

45,850

 

 

 

587

 

2,258

 

303

 

587

 

2,194

 

2,781

 

722

 

2005

 

Tucson XIV, AZ

 

49,095

 

 

 

707

 

2,721

 

459

 

708

 

2,645

 

3,353

 

881

 

2005

 

Benicia, CA

 

74,770

 

 

 

2,392

 

7,028

 

275

 

2,392

 

6,220

 

8,612

 

2,002

 

2005

 

Citrus Heights, CA

 

75,620

 

 

 

1,633

 

4,793

 

228

 

1,634

 

4,251

 

5,885

 

1,436

 

2005

 

Corona, CA

 

95,125

 

 

 

2,107

 

10,385

 

26

 

2,107

 

10,410

 

12,517

 

385

 

2014

 

Diamond Bar, CA

 

103,284

 

 

 

2,522

 

7,404

 

195

 

2,524

 

6,507

 

9,031

 

2,203

 

2005

 

Escondido, CA

 

143,345

 

 

 

3,040

 

11,804

 

170

 

3,040

 

9,615

 

12,655

 

2,525

 

2007

 

Fallbrook, CA

 

45,976

 

 

 

133

 

1,492

 

1,770

 

432

 

2,756

 

3,188

 

1,140

 

1997

 

Fremont, CA

 

51,243

 

 

 

1,158

 

5,711

 

138

 

1,158

 

5,850

 

7,008

 

354

 

2014

 

Lancaster, CA

 

60,450

 

 

 

390

 

2,247

 

960

 

556

 

2,707

 

3,263

 

1,111

 

2001

 

Long Beach, CA

 

124,571

 

 

 

3,138

 

14,368

 

624

 

3,138

 

13,078

 

16,216

 

4,115

 

2006

 

Murrieta, CA

 

49,815

 

 

 

1,883

 

5,532

 

228

 

1,903

 

4,895

 

6,798

 

1,575

 

2005

 

North Highlands, CA

 

57,169

 

 

 

868

 

2,546

 

395

 

868

 

2,483

 

3,351

 

835

 

2005

 

Ontario, CA

 

93,590

 

 

 

1,705

 

8,401

 

248

 

1,705

 

8,649

 

10,354

 

318

 

2014

 

Orangevale, CA

 

50,542

 

 

 

1,423

 

4,175

 

302

 

1,423

 

3,796

 

5,219

 

1,274

 

2005

 

Pleasanton, CA

 

83,600

 

 

 

2,799

 

8,222

 

178

 

2,799

 

7,158

 

9,957

 

2,306

 

2005

 

Rancho Cordova, CA

 

53,978

 

 

 

1,094

 

3,212

 

257

 

1,095

 

2,927

 

4,022

 

992

 

2005

 

Rialto I, CA

 

57,391

 

 

 

899

 

4,118

 

182

 

899

 

3,729

 

4,628

 

1,187

 

2006

 

Rialto II, CA

 

99,783

 

 

 

277

 

3,098

 

1,720

 

672

 

4,028

 

4,700

 

1,794

 

1997

 

Riverside I, CA

 

67,020

 

 

 

1,351

 

6,183

 

526

 

1,351

 

5,877

 

7,228

 

1,818

 

2006

 

Riverside II, CA

 

85,026

 

 

 

1,170

 

5,359

 

401

 

1,170

 

4,974

 

6,144

 

1,570

 

2006

 

Roseville, CA

 

59,944

 

 

 

1,284

 

3,767

 

363

 

1,284

 

3,531

 

4,815

 

1,203

 

2005

 

Sacramento I, CA

 

50,764

 

 

 

1,152

 

3,380

 

255

 

1,152

 

3,076

 

4,228

 

1,047

 

2005

 

Sacramento II, CA

 

62,088

 

 

 

1,406

 

4,128

 

239

 

1,407

 

3,703

 

5,110

 

1,243

 

2005

 

San Bernardino I, CA

 

31,070

 

 

 

51

 

572

 

1,172

 

182

 

1,422

 

1,604

 

577

 

1997

 

San Bernardino II, CA

 

41,546

 

 

 

112

 

1,251

 

1,240

 

306

 

1,949

 

2,255

 

823

 

1997

 

San Bernardino III, CA

 

35,416

 

 

 

98

 

1,093

 

1,246

 

242

 

1,843

 

2,085

 

748

 

1997

 

San Bernardino IV, CA

 

83,307

 

 

 

1,872

 

5,391

 

177

 

1,872

 

4,851

 

6,723

 

1,575

 

2005

 

San Bernardino V, CA

 

56,745

 

 

 

783

 

3,583

 

494

 

783

 

3,550

 

4,333

 

1,137

 

2006

 

San Bernardino VII, CA

 

78,753

 

 

 

1,475

 

6,753

 

287

 

1,290

 

6,294

 

7,584

 

2,015

 

2006

 

San Bernardino VIII, CA

 

98,819

 

 

 

1,691

 

7,741

 

516

 

1,692

 

6,304

 

7,996

 

2,057

 

2006

 

San Marcos, CA

 

37,425

 

 

 

775

 

2,288

 

130

 

776

 

2,054

 

2,830

 

696

 

2005

 

Santa Ana, CA

 

64,071

 

 

 

1,223

 

5,600

 

324

 

1,223

 

5,145

 

6,368

 

1,629

 

2006

 

South Sacramento, CA

 

52,440

 

 

 

790

 

2,319

 

262

 

791

 

2,161

 

2,952

 

731

 

2005

 

Spring Valley, CA

 

55,035

 

 

 

1,178

 

5,394

 

653

 

1,178

 

5,303

 

6,481

 

1,686

 

2006

 

Temecula I, CA

 

81,330

 

 

 

660

 

4,735

 

1,244

 

899

 

5,415

 

6,314

 

2,002

 

1998

 

Temecula II, CA

 

84,393

 

 

 

3,080

 

5,839

 

344

 

3,080

 

5,254

 

8,334

 

1,361

 

2007

 

Vista I, CA

 

74,238

 

 

 

711

 

4,076

 

2,304

 

1,118

 

5,453

 

6,571

 

2,130

 

1998

 

Vista II, CA

 

147,871

 

 

 

4,629

 

13,599

 

155

 

4,629

 

11,699

 

16,328

 

3,824

 

2007

 

Walnut, CA

 

50,708

 

 

 

1,578

 

4,635

 

287

 

1,595

 

4,184

 

5,779

 

1,349

 

2001

 

West Sacramento, CA

 

40,015

 

(A)

 

1,222

 

3,590

 

209

 

1,222

 

3,237

 

4,459

 

1,057

 

2005

 

Westminster, CA

 

68,503

 

 

 

1,740

 

5,142

 

355

 

1,743

 

4,611

 

6,354

 

1,560

 

2005

 

Aurora, CO

 

75,867

 

 

 

1,343

 

2,986

 

383

 

1,343

 

2,829

 

4,172

 

904

 

2005

 

Colorado Springs I, CO

 

47,975

 

 

 

771

 

1,717

 

361

 

771

 

1,735

 

2,506

 

556

 

2005

 

Colorado Springs II, CO

 

62,400

 

 

 

657

 

2,674

 

213

 

656

 

2,379

 

3,035

 

763

 

2005

 

Denver I, CO

 

59,200

 

 

 

673

 

2,741

 

220

 

646

 

2,484

 

3,130

 

832

 

2005

 

Denver II, CO

 

74,465

 

 

 

1,430

 

7,053

 

104

 

1,430

 

7,157

 

8,587

 

745

 

2006

 

Federal Heights, CO

 

54,770

 

 

 

878

 

1,953

 

264

 

879

 

1,822

 

2,701

 

581

 

2006

 

Golden, CO

 

87,800

 

 

 

1,683

 

3,744

 

443

 

1,684

 

3,516

 

5,200

 

1,120

 

2012

 

Littleton, CO

 

53,490

 

 

 

1,268

 

2,820

 

298

 

1,268

 

2,610

 

3,878

 

803

 

2005

 

Northglenn, CO

 

52,102

 

 

 

862

 

1,917

 

417

 

862

 

1,920

 

2,782

 

593

 

2005

 

Bloomfield, CT

 

48,700

 

 

 

78

 

880

 

2,383

 

360

 

2,689

 

3,049

 

1,050

 

2005

 

Branford, CT

 

50,679

 

 

 

217

 

2,433

 

1,359

 

504

 

3,097

 

3,601

 

1,377

 

2005

 

Bristol, CT

 

47,725

 

 

 

1,819

 

3,161

 

82

 

1,819

 

2,778

 

4,597

 

1,016

 

1997

 

 

 

F-44


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount at

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Costs

 

December 31, 2015

 

 

 

 

 

 

    

 

    

 

    

 

    

Buildings

    

Subsequent

    

 

    

Buildings

    

 

    

Accumulated

    

Year

 

 

 

Square

 

 

 

 

 

&

 

to

 

 

 

&

 

 

 

Depreciation

 

Acquired/

 

Description 

 

Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

(B)

 

Developed

 

East Windsor, CT

 

46,016

 

 

 

744

 

1,294

 

496

 

744

 

1,520

 

2,264

 

553

 

2005

 

Enfield, CT

 

52,875

 

 

 

424

 

2,424

 

417

 

473

 

2,250

 

2,723

 

952

 

2001

 

Gales Ferry, CT

 

54,905

 

 

 

240

 

2,697

 

1,505

 

489

 

3,520

 

4,009

 

1,676

 

1995

 

Manchester I, CT

 

46,925

 

 

 

540

 

3,096

 

397

 

563

 

2,720

 

3,283

 

1,086

 

2002

 

Manchester II, CT

 

52,725

 

 

 

996

 

1,730

 

281

 

996

 

1,704

 

2,700

 

606

 

2005

 

Manchester III, CT

 

60,113

 

 

 

671

 

3,308

 

104

 

671

 

3,412

 

4,083

 

215

 

2014

 

Milford, CT

 

44,885

 

 

 

87

 

1,050

 

1,150

 

274

 

1,723

 

1,997

 

753

 

1996

 

Monroe, CT

 

58,500

 

 

 

2,004

 

3,483

 

604

 

2,004

 

3,403

 

5,407

 

1,296

 

2005

 

Mystic, CT

 

50,825

 

 

 

136

 

1,645

 

1,957

 

410

 

2,862

 

3,272

 

1,226

 

1996

 

Newington I, CT

 

42,620

 

 

 

1,059

 

1,840

 

213

 

1,059

 

1,759

 

2,818

 

631

 

2005

 

Newington II, CT

 

36,140

 

 

 

911

 

1,584

 

249

 

911

 

1,559

 

2,470

 

565

 

2005

 

Norwalk, CT

 

30,348

 

 

 

646

 

3,187

 

52

 

646

 

3,239

 

3,885

 

357

 

2012

 

Old Saybrook I, CT

 

86,950

 

 

 

3,092

 

5,374

 

574

 

3,092

 

5,094

 

8,186

 

1,859

 

2005

 

Old Saybrook II, CT

 

26,425

 

 

 

1,135

 

1,973

 

243

 

1,135

 

1,888

 

3,023

 

708

 

2005

 

Shelton, CT

 

78,430

 

 

 

1,449

 

8,221

 

191

 

1,449

 

7,329

 

8,778

 

1,185

 

2011

 

South Windsor, CT

 

72,075

 

 

 

90

 

1,127

 

1,375

 

272

 

2,116

 

2,388

 

862

 

1996

 

Stamford, CT

 

28,907

 

 

 

1,941

 

3,374

 

110

 

1,941

 

2,948

 

4,889

 

1,070

 

2005

 

Wilton, CT

 

84,515

 

 

 

2,409

 

12,261

 

177

 

2,421

 

12,499

 

14,920

 

1,529

 

2012

 

Washington I, DC

 

63,085

 

(A)

 

871

 

12,759

 

451

 

894

 

10,496

 

11,390

 

2,643

 

2008

 

Washington II, DC

 

82,882

 

 

 

3,152

 

13,612

 

150

 

3,154

 

11,987

 

15,141

 

1,529

 

2011

 

Boca Raton, FL

 

37,958

 

 

 

529

 

3,054

 

1,582

 

813

 

3,728

 

4,541

 

1,456

 

2001

 

Boynton Beach I, FL

 

61,725

 

 

 

667

 

3,796

 

1,891

 

958

 

4,597

 

5,555

 

1,771

 

2001

 

Boynton Beach II, FL

 

61,514

 

 

 

1,030

 

2,968

 

350

 

1,030

 

2,881

 

3,911

 

946

 

2005

 

Boynton Beach III, FL

 

67,393

 

 

 

1,225

 

6,037

 

220

 

1,225

 

6,258

 

7,483

 

297

 

2014

 

Boynton Beach IV, FL

 

78,765

 

 

 

1,455

 

7,171

 

15

 

1,455

 

7,186

 

8,641

 

114

 

2015

 

Bradenton I, FL

 

68,373

 

 

 

1,180

 

3,324

 

232

 

1,180

 

3,035

 

4,215

 

1,023

 

2004

 

Bradenton II, FL

 

87,958

 

 

 

1,931

 

5,561

 

1,002

 

1,931

 

5,468

 

7,399

 

1,835

 

2004

 

Cape Coral I, FL

 

76,842

 

 

 

472

 

2,769

 

2,552

 

830

 

4,026

 

4,856

 

1,733

 

2000

 

Cape Coral II, FL

 

67,955

 

 

 

1,093

 

5,387

 

62

 

1,093

 

5,449

 

6,542

 

188

 

2014

 

Coconut Creek I, FL

 

78,883

 

 

 

1,189

 

5,863

 

159

 

1,189

 

6,021

 

7,210

 

630

 

2012

 

Coconut Creek II, FL

 

90,176

 

 

 

1,937

 

9,549

 

160

 

1,937

 

9,709

 

11,646

 

593

 

2014

 

Dania Beach, FL

 

180,488

 

 

 

3,584

 

10,324

 

1,252

 

3,584

 

10,038

 

13,622

 

3,401

 

2004

 

Dania, FL

 

58,145

 

 

 

205

 

2,068

 

1,457

 

481

 

2,827

 

3,308

 

1,248

 

1996

 

Davie, FL

 

81,235

 

 

 

1,268

 

7,183

 

831

 

1,373

 

5,743

 

7,116

 

2,047

 

2001

 

Deerfield Beach, FL

 

57,230

 

 

 

946

 

2,999

 

2,065

 

1,311

 

4,564

 

5,875

 

1,853

 

1998

 

Delray Beach I, FL

 

67,833

 

 

 

798

 

4,539

 

716

 

883

 

4,255

 

5,138

 

1,762

 

2001

 

Delray Beach II, FL

 

75,784

 

 

 

957

 

4,718

 

209

 

957

 

4,927

 

5,884

 

408

 

2013

 

Delray Beach III, FL

 

94,395

 

 

 

2,086

 

10,286

 

143

 

2,086

 

10,430

 

12,516

 

495

 

2014

 

Ft. Lauderdale I, FL

 

70,043

 

 

 

937

 

3,646

 

2,456

 

1,384

 

5,427

 

6,811

 

2,182

 

1999

 

Ft. Lauderdale II, FL

 

49,608

 

 

 

862

 

4,250

 

74

 

862

 

4,324

 

5,186

 

277

 

2013

 

Ft. Myers I, FL

 

67,534

 

 

 

303

 

3,329

 

907

 

328

 

3,249

 

3,577

 

1,298

 

1999

 

Ft. Myers II, FL

 

83,125

 

 

 

1,030

 

5,080

 

121

 

1,030

 

5,201

 

6,231

 

247

 

2014

 

Ft. Myers III, FL

 

81,554

 

 

 

1,148

 

5,658

 

115

 

1,148

 

5,773

 

6,921

 

276

 

2014

 

Jacksonville I, FL

 

79,705

 

 

 

1,862

 

5,362

 

93

 

1,862

 

4,773

 

6,635

 

1,443

 

2005

 

Jacksonville II, FL

 

65,070

 

 

 

950

 

7,004

 

126

 

950

 

5,577

 

6,527

 

1,457

 

2007

 

Jacksonville III, FL

 

66,040

 

 

 

860

 

7,409

 

997

 

1,670

 

6,004

 

7,674

 

1,578

 

2007

 

Jacksonville IV, FL

 

77,625

 

 

 

870

 

8,049

 

1,037

 

1,651

 

7,010

 

8,661

 

1,842

 

2007

 

Jacksonville V, FL

 

82,493

 

 

 

1,220

 

8,210

 

318

 

1,220

 

6,820

 

8,040

 

1,811

 

2007

 

Jacksonville VI, FL

 

67,275

 

 

 

755

 

3,725

 

68

 

755

 

3,792

 

4,547

 

130

 

2014

 

Kendall, FL

 

75,495

 

(A)

 

2,350

 

8,106

 

249

 

2,350

 

6,582

 

8,932

 

1,719

 

2007

 

Lake Worth I, FL

 

161,149

 

 

 

183

 

6,597

 

7,290

 

354

 

11,196

 

11,550

 

4,746

 

1998

 

Lake Worth II, FL

 

86,924

 

 

 

1,552

 

7,654

 

138

 

1,552

 

7,791

 

9,343

 

414

 

2014

 

Lake Worth III, FL

 

93,985

 

 

 

957

 

4,716

 

74

 

957

 

4,790

 

5,747

 

89

 

2015

 

Lakeland, FL

 

49,079

 

 

 

81

 

896

 

1,202

 

256

 

1,515

 

1,771

 

629

 

1994

 

Leisure City, FL

 

56,052

 

 

 

409

 

2,018

 

135

 

409

 

2,152

 

2,561

 

234

 

2012

 

Lutz I, FL

 

66,795

 

 

 

901

 

2,478

 

238

 

901

 

2,331

 

3,232

 

775

 

2004

 

Lutz II, FL

 

69,232

 

 

 

992

 

2,868

 

343

 

992

 

2,722

 

3,714

 

899

 

2004

 

Margate I, FL

 

53,660

 

 

 

161

 

1,763

 

2,125

 

399

 

3,233

 

3,632

 

1,384

 

1996

 

Margate II, FL

 

65,380

 

 

 

132

 

1,473

 

1,815

 

383

 

2,676

 

3,059

 

1,125

 

1996

 

Merritt Island, FL

 

50,251

 

 

 

716

 

2,983

 

609

 

796

 

2,854

 

3,650

 

1,037

 

2002

 

Miami I, FL

 

46,500

 

 

 

179

 

1,999

 

1,824

 

484

 

3,122

 

3,606

 

1,485

 

1996

 

Miami II, FL

 

66,960

 

 

 

253

 

2,544

 

1,577

 

561

 

3,303

 

3,864

 

1,450

 

1996

 

Miami III, FL

 

150,320

 

 

 

4,577

 

13,185

 

839

 

4,577

 

12,199

 

16,776

 

3,752

 

2005

 

Miami IV, FL

 

76,695

 

 

 

1,852

 

10,494

 

906

 

1,963

 

9,839

 

11,802

 

1,487

 

2011

 

Miramar, FL

 

75,530

 

 

 

1,206

 

5,944

 

61

 

1,206

 

6,006

 

7,212

 

494

 

2013

 

Naples I, FL

 

48,100

 

 

 

90

 

1,010

 

2,537

 

270

 

3,158

 

3,428

 

1,428

 

1996

 

Naples II, FL

 

65,850

 

 

 

148

 

1,652

 

4,358

 

558

 

5,316

 

5,874

 

2,298

 

1997

 

Naples III, FL

 

80,222

 

 

 

139

 

1,561

 

4,156

 

598

 

4,406

 

5,004

 

2,068

 

1997

 

Naples IV, FL

 

40,525

 

 

 

262

 

2,980

 

588

 

407

 

2,976

 

3,383

 

1,303

 

1998

 

New Smyrna Beach, FL

 

81,454

 

 

 

1,261

 

6,215

 

84

 

1,261

 

6,298

 

7,559

 

232

 

2014

 

Ocoee, FL

 

76,200

 

 

 

1,286

 

3,705

 

180

 

1,286

 

3,368

 

4,654

 

1,067

 

2005

 

Orange City, FL

 

59,580

 

 

 

1,191

 

3,209

 

208

 

1,191

 

2,929

 

4,120

 

984

 

2004

 

Orlando II, FL

 

63,084

 

 

 

1,589

 

4,576

 

157

 

1,589

 

4,094

 

5,683

 

1,309

 

2005

 

Orlando III, FL

 

101,330

 

 

 

1,209

 

7,768

 

675

 

1,209

 

7,055

 

8,264

 

1,944

 

2006

 

Orlando IV, FL

 

76,581

 

 

 

633

 

3,587

 

157

 

633

 

3,241

 

3,874

 

518

 

2010

 

Orlando V, FL

 

75,295

 

 

 

950

 

4,685

 

106

 

950

 

4,790

 

5,740

 

483

 

2012

 

Orlando VI, FL

 

67,275

 

 

 

640

 

3,154

 

127

 

640

 

3,281

 

3,921

 

111

 

2014

 

Oviedo, FL

 

49,276

 

 

 

440

 

2,824

 

571

 

440

 

2,723

 

3,163

 

775

 

2006

 

Palm Coast I, FL

 

47,400

 

 

 

555

 

2,735

 

78

 

555

 

2,813

 

3,368

 

174

 

2014

 

Palm Coast II, FL

 

122,490

 

7,835

 

1,511

 

7,450

 

298

 

1,511

 

7,748

 

9,259

 

478

 

2014

 

Pembroke Pines, FL

 

67,321

 

 

 

337

 

3,772

 

2,774

 

953

 

5,403

 

6,356

 

2,307

 

1997

 

Royal Palm Beach II, FL

 

81,294

 

 

 

1,640

 

8,607

 

279

 

1,640

 

7,225

 

8,865

 

1,885

 

2007

 

Sanford I, FL

 

61,810

 

 

 

453

 

2,911

 

167

 

453

 

2,512

 

2,965

 

692

 

2006

 

Sanford II, FL

 

69,780

 

 

 

1,003

 

4,944

 

64

 

1,003

 

5,008

 

6,011

 

185

 

2014

 

Sarasota, FL

 

71,142

 

 

 

333

 

3,656

 

1,323

 

529

 

3,784

 

4,313

 

1,530

 

1999

 

St. Augustine, FL

 

59,725

 

 

 

135

 

1,515

 

3,347

 

383

 

4,289

 

4,672

 

1,894

 

1996

 

Stuart, FL

 

87,124

 

 

 

324

 

3,625

 

3,104

 

685

 

5,795

 

6,480

 

2,446

 

1997

 

SW Ranches, FL

 

64,990

 

 

 

1,390

 

7,598

 

181

 

1,390

 

5,917

 

7,307

 

1,545

 

2007

 

Tampa, FL

 

83,913

 

 

 

2,670

 

6,249

 

243

 

2,670

 

5,139

 

7,809

 

1,318

 

2007

 

West Palm Beach I, FL

 

66,906

 

 

 

719

 

3,420

 

1,565

 

835

 

4,010

 

4,845

 

1,652

 

2001

 

West Palm Beach II, FL

 

94,528

 

 

 

2,129

 

8,671

 

411

 

2,129

 

7,778

 

9,907

 

2,617

 

2004

 

West Palm Beach III, FL

 

77,440

 

 

 

804

 

3,962

 

49

 

804

 

4,010

 

4,814

 

394

 

2012

 

West Palm Beach IV, FL

 

102,912

 

 

 

1,499

 

7,392

 

309

 

1,499

 

7,700

 

9,199

 

365

 

2014

 

Winter Park, FL

 

54,356

 

 

 

866

 

4,268

 

52

 

866

 

4,319

 

5,185

 

159

 

2014

 

Alpharetta, GA

 

90,501

 

 

 

806

 

4,720

 

1,017

 

967

 

4,140

 

5,107

 

1,540

 

2001

 

Atlanta, GA

 

66,675

 

 

 

822

 

4,053

 

47

 

822

 

4,100

 

4,922

 

438

 

2012

 

Austell, GA

 

83,675

 

 

 

1,635

 

4,711

 

217

 

1,643

 

4,272

 

5,915

 

1,204

 

2006

 

Decatur, GA

 

145,280

 

 

 

616

 

6,776

 

251

 

616

 

6,099

 

6,715

 

2,796

 

1998

 

Duluth, GA

 

70,885

 

 

 

373

 

2,044

 

179

 

373

 

1,899

 

2,272

 

273

 

2011

 

Lawrenceville, GA

 

73,640

 

 

 

546

 

2,903

 

387

 

546

 

2,873

 

3,419

 

414

 

2011

 

Lithia Springs, GA

 

67,568

 

 

 

748

 

5,552

 

1

 

748

 

5,552

 

6,300

 

15

 

2015

 

Norcross I, GA

 

85,420

 

 

 

514

 

2,930

 

869

 

632

 

3,066

 

3,698

 

1,161

 

2001

 

Norcross II, GA

 

52,595

 

 

 

366

 

2,025

 

190

 

366

 

1,931

 

2,297

 

279

 

2011

 

Norcross III, GA

 

46,955

 

 

 

938

 

4,625

 

58

 

938

 

4,684

 

5,622

 

573

 

2012

 

 

 

F-45


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount at

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Costs

 

December 31, 2015

 

 

 

 

 

 

    

 

    

 

    

 

    

Buildings

    

Subsequent

    

 

    

Buildings

    

 

    

Accumulated

    

Year

 

 

 

Square

 

 

 

 

 

&

 

to

 

 

 

&

 

 

 

Depreciation

 

Acquired/

 

Description 

 

Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

(B)

 

Developed

 

Norcross IV, GA

 

57,505

 

 

 

576

 

2,839

 

59

 

576

 

2,898

 

3,474

 

309

 

2012

 

Peachtree City I, GA

 

49,875

 

 

 

435

 

2,532

 

710

 

529

 

2,613

 

3,142

 

984

 

2001

 

Peachtree City II, GA

 

59,950

 

 

 

398

 

1,963

 

20

 

398

 

1,983

 

2,381

 

211

 

2012

 

Smyrna, GA

 

57,015

 

 

 

750

 

4,271

 

271

 

750

 

3,512

 

4,262

 

1,305

 

2001

 

Snellville, GA

 

79,950

 

 

 

1,660

 

4,781

 

334

 

1,660

 

4,452

 

6,112

 

1,187

 

2007

 

Suwanee I, GA

 

85,125

 

 

 

1,737

 

5,010

 

290

 

1,737

 

4,601

 

6,338

 

1,240

 

2007

 

Suwanee II, GA

 

79,590

 

 

 

800

 

6,942

 

55

 

622

 

5,793

 

6,415

 

1,521

 

2007

 

Villa Rica, GA

 

73,430

 

 

 

757

 

5,616

 

1

 

757

 

5,617

 

6,374

 

15

 

2015

 

Addison, IL

 

31,325

 

 

 

428

 

3,531

 

367

 

428

 

3,397

 

3,825

 

1,135

 

2004

 

Aurora, IL

 

73,985

 

 

 

644

 

3,652

 

186

 

644

 

3,318

 

3,962

 

1,099

 

2004

 

Bartlett, IL

 

51,425

 

 

 

931

 

2,493

 

285

 

931

 

2,396

 

3,327

 

803

 

2004

 

Bellwood, IL

 

86,550

 

 

 

1,012

 

5,768

 

822

 

1,012

 

5,292

 

6,304

 

2,124

 

2001

 

Blue Island, IL

 

55,125

 

 

 

633

 

3,120

 

6

 

633

 

3,127

 

3,760

 

75

 

2015

 

Bolingbrook, IL

 

80,340

 

 

 

1,675

 

8,254

 

113

 

1,675

 

8,368

 

10,043

 

309

 

2014

 

Chicago I, IL

 

95,745

 

 

 

2,667

 

13,118

 

311

 

2,667

 

13,428

 

16,095

 

502

 

2014

 

Chicago II, IL

 

78,710

 

 

 

833

 

4,035

 

46

 

833

 

4,081

 

4,914

 

151

 

2014

 

Chicago III, IL

 

85,170

 

 

 

2,427

 

11,962

 

520

 

2,427

 

12,482

 

14,909

 

459

 

2014

 

Chicago IV, IL

 

60,495

 

 

 

1,296

 

6,385

 

16

 

1,296

 

6,401

 

7,697

 

152

 

2015

 

Chicago V, IL

 

51,775

 

 

 

1,044

 

5,144

 

28

 

1,044

 

5,172

 

6,216

 

123

 

2015

 

Countryside, IL

 

99,881

 

 

 

2,607

 

12,684

 

52

 

2,607

 

12,737

 

15,344

 

472

 

2014

 

Des Plaines, IL

 

69,600

 

 

 

1,564

 

4,327

 

617

 

1,564

 

4,305

 

5,869

 

1,396

 

2004

 

Elk Grove Village, IL

 

64,104

 

 

 

1,446

 

3,535

 

291

 

1,446

 

3,297

 

4,743

 

1,135

 

2004

 

Evanston, IL

 

58,050

 

 

 

1,103

 

5,440

 

191

 

1,103

 

5,630

 

6,733

 

470

 

2013

 

Glenview, IL

 

100,085

 

 

 

3,740

 

10,367

 

568

 

3,740

 

9,469

 

13,209

 

3,120

 

2004

 

Gurnee, IL

 

80,300

 

 

 

1,521

 

5,440

 

293

 

1,521

 

4,970

 

6,491

 

1,687

 

2004

 

Hanover, IL

 

41,190

 

 

 

1,126

 

2,197

 

265

 

1,126

 

2,123

 

3,249

 

715

 

2004

 

Harvey, IL

 

60,090

 

 

 

869

 

3,635

 

217

 

869

 

3,311

 

4,180

 

1,106

 

2004

 

Joliet, IL

 

72,865

 

 

 

547

 

4,704

 

239

 

547

 

4,283

 

4,830

 

1,432

 

2004

 

Kildeer, IL

 

46,485

 

 

 

2,102

 

2,187

 

223

 

1,997

 

2,208

 

4,205

 

720

 

2004

 

Maywood, IL

 

60,250

 

 

 

749

 

3,689

 

10

 

749

 

3,699

 

4,448

 

88

 

2015

 

Lombard, IL

 

57,391

 

 

 

1,305

 

3,938

 

702

 

1,305

 

4,035

 

5,340

 

1,396

 

2004

 

Mount Prospect, IL

 

65,000

 

 

 

1,701

 

3,114

 

507

 

1,701

 

3,169

 

4,870

 

1,017

 

2004

 

Mundelein, IL

 

44,700

 

 

 

1,498

 

2,782

 

299

 

1,498

 

2,669

 

4,167

 

870

 

2004

 

North Chicago, IL

 

53,200

 

 

 

1,073

 

3,006

 

411

 

1,073

 

2,932

 

4,005

 

982

 

2004

 

Plainfield I, IL

 

53,900

 

 

 

1,770

 

1,715

 

257

 

1,740

 

1,679

 

3,419

 

549

 

2004

 

Plainfield II, IL

 

51,900

 

 

 

694

 

2,000

 

188

 

694

 

1,854

 

2,548

 

577

 

2005

 

Schaumburg, IL

 

31,160

 

 

 

538

 

645

 

209

 

538

 

718

 

1,256

 

234

 

2004

 

Streamwood, IL

 

64,305

 

 

 

1,447

 

1,662

 

392

 

1,447

 

1,742

 

3,189

 

574

 

2004

 

Warrenville, IL

 

48,796

 

 

 

1,066

 

3,072

 

280

 

1,066

 

2,920

 

3,986

 

904

 

2005

 

Waukegan, IL

 

79,500

 

 

 

1,198

 

4,363

 

542

 

1,198

 

4,253

 

5,451

 

1,374

 

2004

 

West Chicago, IL

 

48,175

 

 

 

1,071

 

2,249

 

428

 

1,071

 

2,319

 

3,390

 

742

 

2004

 

Westmont, IL

 

53,250

 

 

 

1,155

 

3,873

 

254

 

1,155

 

3,587

 

4,742

 

1,173

 

2004

 

Wheeling I, IL

 

54,210

 

 

 

857

 

3,213

 

356

 

857

 

3,097

 

3,954

 

1,041

 

2004

 

Wheeling II, IL

 

67,825

 

 

 

793

 

3,816

 

462

 

793

 

3,726

 

4,519

 

1,258

 

2004

 

Woodridge, IL

 

50,232

 

 

 

943

 

3,397

 

207

 

943

 

3,128

 

4,071

 

1,045

 

2004

 

Schererville, IN

 

67,604

 

 

 

1,134

 

5,589

 

39

 

1,134

 

5,628

 

6,762

 

283

 

2014

 

Boston I, MA

 

33,286

 

 

 

538

 

3,048

 

175

 

538

 

2,799

 

3,337

 

454

 

2010

 

Boston II, MA

 

60,470

 

 

 

1,516

 

8,628

 

360

 

1,516

 

7,152

 

8,668

 

2,794

 

2002

 

Boston III, MA

 

108,205

 

 

 

3,211

 

15,829

 

171

 

3,211

 

16,000

 

19,211

 

635

 

2014

 

Brockton, MA

 

74,286

 

 

 

577

 

4,394

 

1

 

577

 

4,394

 

4,971

 

12

 

2015

 

Haverhill, MA

 

54,890

 

 

 

669

 

6,610

 

1

 

669

 

6,611

 

7,280

 

18

 

2015

 

Lawrence, MA

 

34,552

 

 

 

585

 

4,737

 

1

 

585

 

4,738

 

5,323

 

13

 

2015

 

Leominster, MA

 

54,023

 

 

 

90

 

1,519

 

2,455

 

338

 

3,356

 

3,694

 

1,388

 

1998

 

Medford, MA

 

58,745

 

 

 

1,330

 

7,165

 

249

 

1,330

 

5,925

 

7,255

 

1,407

 

2007

 

Stoneham, MA

 

61,000

 

 

 

1,558

 

7,679

 

69

 

1,558

 

7,748

 

9,306

 

640

 

2013

 

Tewksbury, MA

 

62,402

 

 

 

1,537

 

7,579

 

69

 

1,537

 

7,647

 

9,184

 

405

 

2014

 

Baltimore, MD

 

93,550

 

 

 

1,050

 

5,997

 

1,305

 

1,173

 

5,877

 

7,050

 

2,475

 

2001

 

Beltsville, MD

 

63,707

 

 

 

1,277

 

6,295

 

50

 

1,268

 

6,353

 

7,621

 

525

 

2013

 

California, MD

 

77,840

 

 

 

1,486

 

4,280

 

211

 

1,486

 

3,899

 

5,385

 

1,302

 

2004

 

Capitol Heights, MD

 

79,625

 

 

 

2,704

 

13,332

 

1

 

2,704

 

13,334

 

16,038

 

177

 

2015

 

Clinton, MD

 

84,225

 

 

 

2,182

 

10,757

 

66

 

2,182

 

10,823

 

13,005

 

718

 

2013

 

District Heights, MD

 

78,415

 

 

 

1,527

 

8,313

 

478

 

1,527

 

7,666

 

9,193

 

1,066

 

2011

 

Elkridge, MD

 

63,475

 

 

 

1,155

 

5,695

 

198

 

1,155

 

5,893

 

7,048

 

394

 

2013

 

Gaithersburg I, MD

 

87,045

 

 

 

3,124

 

9,000

 

423

 

3,124

 

8,161

 

11,285

 

2,701

 

2005

 

Gaithersburg II, MD

 

74,225

 

 

 

2,383

 

11,750

 

1

 

2,383

 

11,751

 

14,134

 

156

 

2015

 

Hyattsville, MD

 

52,765

 

 

 

1,113

 

5,485

 

42

 

1,113

 

5,528

 

6,641

 

458

 

2013

 

Laurel, MD

 

162,896

 

 

 

1,409

 

8,035

 

3,622

 

1,928

 

9,551

 

11,479

 

3,838

 

2001

 

Temple Hills I, MD

 

97,175

 

 

 

1,541

 

8,788

 

2,411

 

1,800

 

9,352

 

11,152

 

3,678

 

2001

 

Temple Hills II, MD

 

84,125

 

 

 

2,229

 

10,988

 

27

 

2,229

 

11,014

 

13,243

 

672

 

2014

 

Timonium, MD

 

66,717

 

7,781

 

2,269

 

11,184

 

162

 

2,269

 

11,346

 

13,615

 

689

 

2014

 

Upper Marlboro, MD

 

62,290

 

 

 

1,309

 

6,455

 

68

 

1,309

 

6,522

 

7,831

 

542

 

2013

 

Belmont, NC

 

81,850

 

 

 

385

 

2,196

 

870

 

451

 

2,382

 

2,833

 

917

 

2001

 

Burlington I, NC

 

109,268

 

 

 

498

 

2,837

 

786

 

498

 

2,990

 

3,488

 

1,192

 

2001

 

Burlington II, NC

 

42,165

 

 

 

320

 

1,829

 

386

 

340

 

1,783

 

2,123

 

707

 

2001

 

Cary, NC

 

112,402

 

 

 

543

 

3,097

 

714

 

543

 

3,538

 

4,081

 

1,546

 

2001

 

Charlotte, NC

 

69,000

 

 

 

782

 

4,429

 

1,473

 

1,068

 

4,708

 

5,776

 

1,708

 

2002

 

Cornelius, NC

 

32,470

 

 

 

2,424

 

4,991

 

1

 

2,424

 

4,992

 

7,416

 

13

 

2015

 

Pineville, NC

 

77,847

 

 

 

2,490

 

9,169

 

1

 

2,490

 

9,170

 

11,660

 

24

 

2015

 

Raleigh, NC

 

48,675

 

 

 

209

 

2,398

 

357

 

296

 

2,282

 

2,578

 

970

 

1998

 

Bordentown, NJ

 

50,600

 

 

 

457

 

2,255

 

29

 

457

 

2,284

 

2,741

 

245

 

2012

 

Brick, NJ

 

51,725

 

 

 

234

 

2,762

 

1,441

 

485

 

3,401

 

3,886

 

1,559

 

1996

 

Cherry Hill I, NJ

 

51,500

 

 

 

222

 

1,260

 

103

 

222

 

1,181

 

1,403

 

209

 

2010

 

Cherry Hill II, NJ

 

64,800

 

 

 

471

 

2,323

 

98

 

471

 

2,420

 

2,891

 

248

 

2012

 

Clifton, NJ

 

105,550

 

 

 

4,346

 

12,520

 

271

 

4,340

 

11,111

 

15,451

 

3,493

 

2005

 

Cranford, NJ

 

91,280

 

 

 

290

 

3,493

 

2,483

 

779

 

4,806

 

5,585

 

2,071

 

1996

 

East Hanover, NJ

 

107,679

 

 

 

504

 

5,763

 

3,988

 

1,315

 

7,885

 

9,200

 

3,540

 

1996

 

Egg Harbor I, NJ

 

35,825

 

 

 

104

 

510

 

43

 

104

 

543

 

647

 

87

 

2010

 

Egg Harbor II, NJ

 

70,400

 

 

 

284

 

1,608

 

205

 

284

 

1,593

 

1,877

 

277

 

2010

 

Elizabeth, NJ

 

38,830

 

 

 

751

 

2,164

 

523

 

751

 

2,364

 

3,115

 

738

 

2005

 

Fairview, NJ

 

27,876

 

 

 

246

 

2,759

 

529

 

246

 

2,693

 

2,939

 

1,177

 

1997

 

Freehold, NJ

 

81,420

 

 

 

1,086

 

5,355

 

120

 

1,086

 

5,475

 

6,561

 

577

 

2012

 

Hamilton, NJ

 

70,450

 

 

 

1,885

 

5,430

 

321

 

1,893

 

4,986

 

6,879

 

1,401

 

2006

 

Hoboken, NJ

 

34,180

 

 

 

1,370

 

3,947

 

668

 

1,370

 

3,982

 

5,352

 

1,336

 

2005

 

Linden, NJ

 

100,425

 

 

 

517

 

6,008

 

2,321

 

1,043

 

6,845

 

7,888

 

2,936

 

1996

 

Lumberton, NJ

 

96,025

 

 

 

987

 

4,864

 

104

 

987

 

4,968

 

5,955

 

536

 

2012

 

Morris Township, NJ

 

71,926

 

 

 

500

 

5,602

 

2,821

 

1,072

 

6,809

 

7,881

 

2,899

 

1997

 

Parsippany, NJ

 

58,550

 

 

 

475

 

5,322

 

2,020

 

844

 

6,026

 

6,870

 

2,638

 

1997

 

Rahway, NJ

 

83,121

 

 

 

1,486

 

7,326

 

109

 

1,486

 

7,435

 

8,921

 

615

 

2013

 

Randolph, NJ

 

52,665

 

 

 

855

 

4,872

 

1,337

 

1,108

 

4,873

 

5,981

 

1,894

 

2002

 

Ridgefield, NJ

 

67,953

 

 

 

1,810

 

8,925

 

50

 

1,810

 

8,974

 

10,784

 

95

 

2015

 

Roseland, NJ

 

53,481

 

 

 

1,844

 

9,759

 

1

 

1,844

 

9,759

 

11,603

 

26

 

2015

 

Sewell, NJ

 

57,826

 

 

 

484

 

2,766

 

1,326

 

706

 

3,242

 

3,948

 

1,303

 

2001

 

Somerset, NJ

 

57,485

 

 

 

1,243

 

6,129

 

123

 

1,243

 

6,251

 

7,494

 

644

 

2012

 

Whippany, NJ

 

92,070

 

 

 

2,153

 

10,615

 

97

 

2,153

 

10,712

 

12,865

 

886

 

2013

 

Albuquerque I, NM

 

65,927

 

 

 

1,039

 

3,395

 

276

 

1,039

 

3,087

 

4,126

 

1,069

 

2005

 

Albuquerque II, NM

 

58,798

 

 

 

1,163

 

3,801

 

260

 

1,163

 

3,438

 

4,601

 

1,191

 

2005

 

Albuquerque III, NM

 

57,536

 

 

 

664

 

2,171

 

357

 

664

 

2,140

 

2,804

 

729

 

2005

 

 

 

F-46


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount at

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Costs

 

December 31, 2015

 

 

 

 

 

 

    

 

    

 

    

 

    

Buildings

    

Subsequent

    

 

    

Buildings

    

 

    

Accumulated

    

Year

 

 

 

Square

 

 

 

 

 

&

 

to

 

 

 

&

 

 

 

Depreciation

 

Acquired/

 

Description 

 

Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

(B)

 

Developed

 

Henderson, NV

 

75,150

 

 

 

1,246

 

6,143

 

41

 

1,246

 

6,183

 

7,429

 

229

 

2014

 

Las Vegas I, NV

 

48,532

 

 

 

1,851

 

2,986

 

514

 

1,851

 

3,089

 

4,940

 

1,099

 

2006

 

Las Vegas II, NV

 

48,850

 

 

 

3,354

 

5,411

 

338

 

3,355

 

5,168

 

8,523

 

1,858

 

2006

 

Baldwin, NY

 

61,380

 

 

 

1,559

 

7,685

 

51

 

1,559

 

7,736

 

9,295

 

82

 

2015

 

Bronx I, NY

 

69,258

 

 

 

2,014

 

11,411

 

813

 

2,014

 

10,632

 

12,646

 

1,795

 

2010

 

Bronx II, NY

 

81,295

 

 

 

 —

 

31,561

 

112

 

 —

 

31,138

 

31,138

 

3,285

 

2011

 

Bronx III, NY

 

106,065

 

 

 

6,017

 

33,999

 

159

 

6,017

 

29,811

 

35,828

 

4,494

 

2011

 

Bronx IV, NY

 

75,030

 

 

 

 —

 

22,830

 

111

 

 —

 

20,287

 

20,287

 

2,491

 

2011

 

Bronx V, NY

 

54,733

 

 

 

 —

 

17,564

 

181

 

 —

 

15,633

 

15,633

 

2,068

 

2011

 

Bronx VI, NY

 

45,970

 

 

 

 —

 

15,095

 

338

 

 —

 

13,401

 

13,401

 

2,191

 

2011

 

Bronx VII, NY

 

78,625

 

8,606

 

 —

 

22,512

 

109

 

 —

 

22,730

 

22,730

 

2,768

 

2012

 

Bronx VIII, NY

 

30,550

 

3,021

 

1,245

 

6,137

 

132

 

1,251

 

6,299

 

7,550

 

768

 

2012

 

Bronx IX, NY

 

148,080

 

23,369

 

7,967

 

39,279

 

1,073

 

7,967

 

40,351

 

48,318

 

4,716

 

2012

 

Bronx X, NY

 

160,005

 

27,185

 

9,090

 

44,816

 

369

 

9,090

 

45,185

 

54,275

 

4,930

 

2012

 

Bronx XI, NY

 

46,477

 

 

 

 —

 

17,130

 

16

 

 —

 

17,147

 

17,147

 

803

 

2014

 

Brooklyn I, NY

 

57,640

 

 

 

1,795

 

10,172

 

262

 

1,795

 

9,017

 

10,812

 

1,506

 

2010

 

Brooklyn II, NY

 

60,920

 

 

 

1,601

 

9,073

 

466

 

1,601

 

8,241

 

9,842

 

1,389

 

2010

 

Brooklyn III, NY

 

41,585

 

 

 

3,195

 

15,657

 

98

 

3,195

 

15,837

 

19,032

 

1,563

 

2011

 

Brooklyn IV, NY

 

37,467

 

 

 

2,500

 

12,252

 

153

 

2,500

 

12,468

 

14,968

 

1,380

 

2011

 

Brooklyn V, NY

 

47,020

 

 

 

2,207

 

10,814

 

82

 

2,207

 

10,950

 

13,157

 

1,657

 

2011

 

Brooklyn VI, NY

 

75,640

 

 

 

4,016

 

19,680

 

93

 

4,016

 

19,880

 

23,896

 

2,869

 

2011

 

Brooklyn VII, NY

 

72,725

 

 

 

5,816

 

28,498

 

111

 

5,816

 

28,773

 

34,589

 

3,540

 

2011

 

Brooklyn VIII, NY

 

61,695

 

 

 

4,982

 

24,561

 

72

 

4,982

 

24,632

 

29,614

 

1,307

 

2014

 

Brooklyn IX, NY

 

46,980

 

 

 

2,966

 

14,620

 

58

 

2,966

 

14,678

 

17,644

 

780

 

2014

 

Brooklyn X, NY

 

56,563

 

 

 

3,739

 

7,703

 

1

 

3,739

 

7,704

 

11,443

 

 —

 

2015

 

Holbrook, NY

 

60,547

 

 

 

2,029

 

10,737

 

1

 

2,029

 

10,738

 

12,767

 

28

 

2015

 

Jamaica I, NY

 

88,385

 

 

 

2,043

 

11,658

 

1,662

 

2,043

 

10,665

 

12,708

 

3,790

 

2001

 

Jamaica II, NY

 

91,245

 

 

 

5,496

 

26,930

 

131

 

5,496

 

27,204

 

32,700

 

3,466

 

2011

 

Long Island City, NY

 

88,775

 

 

 

5,700

 

28,101

 

29

 

5,700

 

28,130

 

33,830

 

969

 

2014

 

New Rochelle I, NY

 

46,073

 

 

 

1,673

 

4,827

 

777

 

1,673

 

4,956

 

6,629

 

1,478

 

2005

 

New Rochelle II, NY

 

63,145

 

 

 

3,167

 

2,713

 

286

 

3,762

 

18,832

 

22,594

 

2,282

 

2012

 

North Babylon, NY

 

78,341

 

 

 

225

 

2,514

 

4,098

 

568

 

5,471

 

6,039

 

2,305

 

1998

 

Patchogue, NY

 

47,649

 

 

 

1,141

 

5,624

 

20

 

1,141

 

5,644

 

6,785

 

210

 

2014

 

Queens, NY

 

74,625

 

 

 

5,158

 

12,339

 

1

 

5,158

 

12,340

 

17,498

 

 —

 

2015

 

Riverhead, NY

 

38,340

 

 

 

1,068

 

1,149

 

198

 

1,068

 

1,114

 

2,182

 

440

 

2005

 

Southold, NY

 

59,645

 

 

 

2,079

 

2,238

 

279

 

2,079

 

2,113

 

4,192

 

789

 

2005

 

Staten Island, NY

 

96,573

 

 

 

1,919

 

9,463

 

298

 

1,919

 

9,762

 

11,681

 

765

 

2013

 

Tuckahoe, NY

 

50,953

 

 

 

1,516

 

13,236

 

240

 

1,516

 

7,705

 

9,221

 

2,079

 

2011

 

West Hempstead, NY

 

83,995

 

 

 

2,237

 

11,030

 

121

 

2,237

 

11,150

 

13,387

 

1,165

 

2012

 

White Plains, NY

 

86,140

 

 

 

3,295

 

18,049

 

966

 

3,295

 

16,524

 

19,819

 

2,447

 

2011

 

Woodhaven, NY

 

50,665

 

 

 

2,028

 

11,285

 

68

 

2,028

 

10,055

 

12,083

 

1,312

 

2011

 

Wyckoff, NY

 

60,955

 

 

 

1,961

 

11,113

 

271

 

1,961

 

9,902

 

11,863

 

1,571

 

2010

 

Yorktown, NY

 

78,595

 

 

 

2,710

 

13,338

 

145

 

2,710

 

13,496

 

16,206

 

1,369

 

2011

 

Cleveland I, OH

 

46,000

 

 

 

525

 

2,592

 

222

 

524

 

2,466

 

2,990

 

833

 

2005

 

Cleveland II, OH

 

58,325

 

 

 

290

 

1,427

 

205

 

289

 

1,380

 

1,669

 

476

 

2005

 

Columbus I, OH

 

71,905

 

 

 

1,234

 

3,151

 

108

 

1,239

 

2,783

 

4,022

 

879

 

2006

 

Columbus II, OH

 

36,809

 

 

 

769

 

3,788

 

111

 

769

 

3,899

 

4,668

 

144

 

2014

 

Columbus III, OH

 

51,200

 

 

 

326

 

1,607

 

60

 

326

 

1,666

 

1,992

 

62

 

2014

 

Columbus IV, OH

 

61,000

 

 

 

443

 

2,182

 

33

 

443

 

2,215

 

2,658

 

83

 

2014

 

Columbus V, OH

 

60,925

 

 

 

838

 

4,128

 

34

 

838

 

4,162

 

5,000

 

155

 

2014

 

Columbus VI, OH

 

63,725

 

 

 

701

 

3,454

 

28

 

701

 

3,481

 

4,182

 

130

 

2014

 

Grove City, OH

 

89,290

 

 

 

1,756

 

4,485

 

223

 

1,761

 

4,090

 

5,851

 

1,262

 

2006

 

Hilliard, OH

 

89,190

 

 

 

1,361

 

3,476

 

239

 

1,366

 

3,227

 

4,593

 

1,002

 

2006

 

Lakewood, OH

 

39,332

 

 

 

405

 

854

 

596

 

405

 

1,305

 

1,710

 

914

 

1989

 

Lewis Center, OH

 

77,921

 

 

 

1,056

 

5,206

 

56

 

1,056

 

5,261

 

6,317

 

195

 

2014

 

Middleburg Heights, OH

 

93,200

 

 

 

63

 

704

 

2,236

 

332

 

2,326

 

2,658

 

943

 

1980

 

North Olmsted I, OH

 

48,665

 

 

 

63

 

704

 

1,514

 

214

 

1,767

 

1,981

 

727

 

1979

 

North Olmsted II, OH

 

47,850

 

 

 

290

 

1,129

 

1,169

 

469

 

2,020

 

2,489

 

1,511

 

1988

 

North Randall, OH

 

80,239

 

 

 

515

 

2,323

 

3,075

 

898

 

4,152

 

5,050

 

1,804

 

1998

 

Reynoldsburg, OH

 

67,245

 

 

 

1,290

 

3,295

 

268

 

1,295

 

3,108

 

4,403

 

985

 

2006

 

Strongsville, OH

 

43,683

 

 

 

570

 

3,486

 

354

 

570

 

3,007

 

3,577

 

803

 

2007

 

Warrensville Heights, OH

 

90,281

 

 

 

525

 

766

 

3,118

 

935

 

3,294

 

4,229

 

1,284

 

1980

 

Westlake, OH

 

62,750

 

 

 

509

 

2,508

 

213

 

508

 

2,333

 

2,841

 

823

 

2005

 

Conshohocken, PA

 

81,255

 

 

 

1,726

 

8,508

 

140

 

1,726

 

8,648

 

10,374

 

908

 

2012

 

Exton, PA

 

57,750

 

 

 

541

 

2,668

 

98

 

519

 

2,788

 

3,307

 

283

 

2012

 

Langhorne, PA

 

65,150

 

 

 

1,019

 

5,023

 

231

 

1,019

 

5,254

 

6,273

 

536

 

2012

 

Levittown, PA

 

76,180

 

 

 

926

 

5,296

 

1,178

 

926

 

5,462

 

6,388

 

2,335

 

2001

 

Malvern, PA

 

18,848

 

 

 

2,959

 

18,198

 

1,493

 

2,959

 

19,690

 

22,649

 

1,090

 

2013

 

Montgomeryville, PA

 

84,145

 

 

 

975

 

4,809

 

142

 

975

 

4,951

 

5,926

 

530

 

2012

 

Norristown, PA

 

61,596

 

 

 

777

 

3,709

 

721

 

753

 

4,559

 

5,312

 

469

 

2011

 

Philadelphia I, PA

 

97,464

 

 

 

1,461

 

8,334

 

1,793

 

1,461

 

6,887

 

8,348

 

2,506

 

2001

 

Philadelphia II, PA

 

68,239

 

 

 

1,012

 

4,990

 

155

 

1,012

 

5,144

 

6,156

 

290

 

2014

 

Exeter, RI

 

41,275

 

 

 

547

 

2,697

 

51

 

547

 

2,748

 

3,295

 

102

 

2014

 

Johnston, RI

 

77,225

 

 

 

1,061

 

5,229

 

71

 

1,061

 

5,301

 

6,362

 

196

 

2014

 

Wakefield, RI

 

45,895

 

 

 

823

 

4,058

 

16

 

823

 

4,074

 

4,897

 

151

 

2014

 

Woonsocket, RI

 

72,704

 

 

 

1,049

 

5,172

 

107

 

1,049

 

5,279

 

6,328

 

194

 

2014

 

Antioch, TN

 

76,010

 

 

 

588

 

4,906

 

324

 

588

 

4,463

 

5,051

 

1,428

 

2005

 

Nashville I, TN

 

107,140

 

 

 

405

 

3,379

 

530

 

405

 

3,321

 

3,726

 

1,083

 

2005

 

Nashville II, TN

 

83,416

 

 

 

593

 

4,950

 

190

 

593

 

4,448

 

5,041

 

1,460

 

2005

 

Nashville III, TN

 

101,525

 

 

 

416

 

3,469

 

208

 

416

 

3,346

 

3,762

 

1,076

 

2006

 

Nashville IV, TN

 

102,450

 

 

 

992

 

8,274

 

373

 

992

 

7,406

 

8,398

 

2,363

 

2006

 

Nashville V, TN

 

58,860

 

2,500

 

895

 

4,311

 

3

 

895

 

4,314

 

5,209

 

100

 

2015

 

Nashville VI, TN

 

58,761

 

 

 

2,749

 

8,443

 

1

 

2,749

 

8,443

 

11,192

 

22

 

2015

 

Allen, TX

 

62,710

 

3,546

 

714

 

3,519

 

65

 

714

 

3,584

 

4,298

 

392

 

2012

 

Austin I, TX

 

59,645

 

 

 

2,239

 

2,038

 

201

 

2,239

 

1,889

 

4,128

 

602

 

2005

 

Austin II, TX

 

65,136

 

(A)

 

734

 

3,894

 

312

 

738

 

3,645

 

4,383

 

1,080

 

2006

 

Austin III, TX

 

70,560

 

 

 

1,030

 

5,468

 

229

 

1,035

 

5,038

 

6,073

 

1,458

 

2006

 

Austin IV, TX

 

65,370

 

 

 

862

 

4,250

 

160

 

862

 

4,410

 

5,272

 

247

 

2014

 

Austin V, TX

 

67,850

 

 

 

1,050

 

5,175

 

126

 

1,050

 

5,301

 

6,351

 

209

 

2014

 

Austin VI, TX

 

62,770

 

 

 

1,150

 

5,669

 

124

 

1,150

 

5,793

 

6,943

 

214

 

2014

 

Austin VII, TX

 

71,163

 

 

 

1,429

 

6,263

 

1

 

1,429

 

6,264

 

7,693

 

17

 

2015

 

Bryan, TX

 

60,400

 

 

 

1,394

 

1,268

 

242

 

1,396

 

1,273

 

2,669

 

397

 

2005

 

Carrollton, TX

 

77,440

 

 

 

661

 

3,261

 

56

 

661

 

3,317

 

3,978

 

320

 

2012

 

College Station, TX

 

26,550

 

 

 

812

 

740

 

151

 

813

 

704

 

1,517

 

221

 

2005

 

Cypress, TX

 

58,181

 

 

 

360

 

1,773

 

103

 

360

 

1,876

 

2,236

 

207

 

2012

 

Dallas I, TX

 

58,582

 

 

 

2,475

 

2,253

 

335

 

2,475

 

2,141

 

4,616

 

700

 

2005

 

Dallas II, TX

 

79,123

 

 

 

940

 

4,635

 

170

 

940

 

4,806

 

5,746

 

319

 

2013

 

Dallas III, TX

 

69,589

 

 

 

2,608

 

12,857

 

70

 

2,608

 

12,926

 

15,534

 

444

 

2014

 

Dallas IV, TX

 

114,590

 

 

 

2,369

 

11,850

 

38

 

2,369

 

11,888

 

14,257

 

289

 

2015

 

Dallas V, TX

 

54,455

 

 

 

 —

 

11,604

 

15

 

 —

 

11,619

 

11,619

 

154

 

2015

 

Denton, TX

 

60,846

 

 

 

553

 

2,936

 

207

 

569

 

2,648

 

3,217

 

756

 

2006

 

Fort Worth I, TX

 

50,446

 

 

 

1,253

 

1,141

 

254

 

1,253

 

1,159

 

2,412

 

354

 

2005

 

Fort Worth II, TX

 

72,900

 

 

 

868

 

4,607

 

333

 

874

 

4,272

 

5,146

 

1,269

 

2006

 

Fort Worth III, TX

 

80,445

 

 

 

1,000

 

4,928

 

38

 

1,000

 

4,967

 

5,967

 

131

 

2015

 

Frisco I, TX

 

50,854

 

 

 

1,093

 

3,148

 

169

 

1,093

 

2,859

 

3,952

 

895

 

2005

 

Frisco II, TX

 

71,399

 

 

 

1,564

 

4,507

 

153

 

1,564

 

4,048

 

5,612

 

1,282

 

2005

 

Frisco III, TX

 

74,765

 

 

 

1,147

 

6,088

 

497

 

1,154

 

5,780

 

6,934

 

1,663

 

2006

 

Frisco IV, TX

 

75,615

 

 

 

719

 

4,072

 

244

 

719

 

3,757

 

4,476

 

629

 

2010

 

Frisco V, TX

 

74,315

 

 

 

1,159

 

5,714

 

68

 

1,159

 

5,781

 

6,940

 

323

 

2014

 

Frisco VI, TX

 

68,926

 

 

 

1,064

 

5,247

 

69

 

1,064

 

5,316

 

6,380

 

198

 

2014

 

 

 

F-47


 

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Carrying Amount at

 

 

 

 

 

 

 

 

 

 

 

Initial Cost

 

Costs

 

December 31, 2015

 

 

 

 

 

 

    

 

    

 

    

 

    

Buildings

    

Subsequent

    

 

    

Buildings

    

 

    

Accumulated

    

Year

 

 

 

Square

 

 

 

 

 

&

 

to

 

 

 

&

 

 

 

Depreciation

 

Acquired/

 

Description 

 

Footage

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

 

Land

 

Improvements

 

Total

 

(B)

 

Developed

 

Garland I, TX

 

70,100

 

 

 

751

 

3,984

 

440

 

767

 

3,837

 

4,604

 

1,139

 

2006

 

Garland II, TX

 

68,425

 

 

 

862

 

4,578

 

223

 

862

 

4,204

 

5,066

 

1,175

 

2006

 

Houston III, TX

 

61,490

 

 

 

575

 

524

 

313

 

576

 

725

 

1,301

 

249

 

2005

 

Houston IV, TX

 

43,750

 

 

 

960

 

875

 

440

 

961

 

1,121

 

2,082

 

327

 

2005

 

Houston V, TX

 

125,170

 

 

 

1,153

 

6,122

 

568

 

991

 

5,965

 

6,956

 

1,689

 

2006

 

Houston VI, TX

 

54,690

 

 

 

575

 

524

 

5,717

 

983

 

4,920

 

5,903

 

721

 

2011

 

Houston VII, TX

 

46,991

 

 

 

681

 

3,355

 

100

 

681

 

3,454

 

4,135

 

434

 

2012

 

Houston VIII, TX

 

54,231

 

 

 

1,294

 

6,377

 

235

 

1,294

 

6,614

 

7,908

 

720

 

2012

 

Houston IX, TX

 

51,218

 

 

 

296

 

1,459

 

75

 

296

 

1,534

 

1,830

 

171

 

2012

 

Humble, TX

 

70,701

 

 

 

706

 

5,727

 

1

 

706

 

5,727

 

6,433

 

15

 

2015

 

Katy, TX

 

71,408

 

 

 

1,329

 

6,552

 

21

 

1,329

 

6,574

 

7,903

 

435

 

2013

 

Keller, TX

 

61,885

 

 

 

890

 

4,727

 

153

 

890

 

4,266

 

5,156

 

1,284

 

2006

 

Lewisville I, TX

 

58,140

 

 

 

476

 

2,525

 

330

 

492

 

2,419

 

2,911

 

699

 

2006

 

Lewisville II, TX

 

127,609

 

 

 

1,464

 

7,217

 

207

 

1,464

 

7,424

 

8,888

 

551

 

2013

 

Mansfield I, TX

 

63,025

 

 

 

837

 

4,443

 

235

 

843

 

4,098

 

4,941

 

1,210

 

2006

 

Mansfield II, TX

 

58,025

 

 

 

662

 

3,261

 

85

 

662

 

3,345

 

4,007

 

382

 

2012

 

McKinney I, TX

 

47,020

 

 

 

1,632

 

1,486

 

144

 

1,634

 

1,391

 

3,025

 

446

 

2005

 

McKinney II, TX

 

70,050

 

 

 

855

 

5,076

 

172

 

857

 

4,623

 

5,480

 

1,386

 

2006

 

McKinney III, TX

 

53,148

 

 

 

652

 

3,213

 

36

 

652

 

3,248

 

3,900

 

103

 

2014

 

North Richland Hills, TX

 

57,200

 

 

 

2,252

 

2,049

 

213

 

2,252

 

1,884

 

4,136

 

581

 

2005

 

Pearland, TX

 

72,050

 

 

 

450

 

2,216

 

118

 

450

 

2,335

 

2,785

 

255

 

2012

 

Richmond, TX

 

102,378

 

 

 

1,437

 

7,083

 

135

 

1,437

 

7,219

 

8,656

 

481

 

2013

 

Roanoke, TX

 

59,860

 

 

 

1,337

 

1,217

 

138

 

1,337

 

1,130

 

2,467

 

356

 

2005

 

San Antonio I, TX

 

73,309

 

 

 

2,895

 

2,635

 

324

 

2,895

 

2,428

 

5,323

 

755

 

2005

 

San Antonio II, TX

 

73,230

 

 

 

1,047

 

5,558

 

162

 

1,052

 

5,027

 

6,079

 

1,408

 

2006

 

San Antonio III, TX

 

71,775

 

 

 

996

 

5,286

 

263

 

996

 

4,827

 

5,823

 

1,316

 

2007

 

Spring, TX

 

72,751

 

 

 

580

 

3,081

 

217

 

580

 

2,807

 

3,387

 

834

 

2006

 

Murray I, UT

 

60,280

 

 

 

3,847

 

1,017

 

478

 

3,848

 

1,279

 

5,127

 

431

 

2005

 

Murray II, UT

 

71,421

 

 

 

2,147

 

567

 

495

 

2,148

 

895

 

3,043

 

284

 

2005

 

Salt Lake City I, UT

 

56,446

 

 

 

2,695

 

712

 

509

 

2,696

 

1,044

 

3,740

 

335

 

2005

 

Salt Lake City II, UT

 

51,676

 

 

 

2,074

 

548

 

402

 

1,931

 

785

 

2,716

 

262

 

2005

 

Alexandria, VA

 

114,100

 

9,012

 

2,812

 

13,865

 

202

 

2,812

 

14,068

 

16,880

 

1,546

 

2012

 

Arlington, VA

 

96,382

 

 

 

6,836

 

9,843

 

92

 

6,836

 

9,936

 

16,772

 

4

 

2015

 

Burke Lake, VA

 

91,667

 

6,984

 

2,093

 

10,940

 

1,120

 

2,093

 

10,464

 

12,557

 

1,632

 

2011

 

Fairfax, VA

 

73,325

 

 

 

2,276

 

11,220

 

281

 

2,276

 

11,501

 

13,777

 

1,191

 

2012

 

Fredericksburg I, VA

 

69,475

 

 

 

1,680

 

4,840

 

283

 

1,680

 

4,450

 

6,130

 

1,323

 

2005

 

Fredericksburg II, VA

 

61,057

 

 

 

1,757

 

5,062

 

341

 

1,758

 

4,711

 

6,469

 

1,411

 

2005

 

Leesburg, VA

 

85,503

 

 

 

1,746

 

9,894

 

100

 

1,746

 

8,706

 

10,452

 

1,131

 

2011

 

Manassas, VA

 

72,745

 

 

 

860

 

4,872

 

136

 

860

 

4,344

 

5,204

 

715

 

2010

 

McLearen, VA

 

68,960

 

 

 

1,482

 

8,400

 

155

 

1,482

 

7,400

 

8,882

 

1,180

 

2010

 

Vienna, VA

 

54,535

 

 

 

2,300

 

11,340

 

127

 

2,300

 

11,469

 

13,769

 

1,198

 

2012

 

Divisional Offices

 

 

 

 

 

 

 

 

 

293

 

 

 

293

 

293

 

40

 

 

 

 

 

30,361,354

 

 

 

579,248

 

2,536,636

 

239,136

 

588,503

 

2,534,193

 

3,122,696

 

475,599

 

 

 


(A)

This facility is part of the YSI 33 Loan portfolio, with a balance of $10,154 as of December 31, 2015.

(B)

Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.

 

Activity in storage facilities during 2015 and 2014 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

    

2015

    

2014

 

Storage facilities*

 

 

 

 

 

 

 

Balance at beginning of year

 

$

3,117,198

 

$

2,553,706

 

Acquisitions & improvements

 

 

344,775

 

 

576,845

 

Fully depreciated assets

 

 

(13,493)

 

 

(6,855)

 

Dispositions and other

 

 

(33,921)

 

 

(13,716)

 

Construction in progress

 

 

52,473

 

 

7,218

 

Balance at end of year

 

$

3,467,032

 

$

3,117,198

 

 

 

 

 

 

 

 

 

Accumulated depreciation*

 

 

 

 

 

 

 

Balance at beginning of year

 

$

492,069

 

$

398,536

 

Depreciation expense

 

 

122,076

 

 

101,542

 

Fully depreciated assets

 

 

(13,493)

 

 

(6,855)

 

Dispositions and other

 

 

(6,603)

 

 

(1,154)

 

Balance at end of year

 

$

594,049

 

$

492,069

 

Storage facilities, net

 

$

2,872,983

 

$

2,625,129

 


*These amounts include equipment that is housed at the Company’s storage facilities which is excluded from Schedule III above.

F-48