Table of Contents
sts
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
☑
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2019.
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)000-54462 (CubeSmart, L.P.)
CUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in its Charter)
Maryland (CubeSmart)Delaware (CubeSmart, L.P.)
20-102473234-1837021
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
5 Old Lancaster Rd. Malvern, Pennsylvania
19355
(Address of Principal Executive Offices)
(Zip Code)
(610) 535-5000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Shares, $0.01 par value per share, of CubeSmart
CUBE
New York Stock Exchange
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
CubeSmart:
Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
CubeSmart, L.P.:
Large accelerated filer ☐
Non-accelerated filer ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
Outstanding at October 23, 2019
Common shares, $0.01 par value per share, of CubeSmart
193,555,022
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2019 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 or the Operating Partnership.
The Parent Company is the sole general partner of the Operating Partnership and, as of September 30, 2019, owned a 99.0% interest in the Operating Partnership. The remaining 1.0% interest consists of common units of limited partnership interest issued by the Operating Partnership to third parties in exchange for contributions of properties 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 a 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 of 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 the 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 quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into a single report will:
2
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 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 4 - Controls and Procedures sections, signature pages and Exhibits 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, and 18 U.S.C. §1350.
3
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
37
Item 3. Quantitative and Qualitative Disclosures About Market Risk
50
Item 4. Controls and Procedures
51
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
53
Filing Format
This combined Form 10-Q is being filed separately by CubeSmart and CubeSmart, L.P.
4
Forward-Looking Statements
This Quarterly Report on Form 10-Q, 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 Securities Exchange Act of 1934, as amended, or 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 or persons acting on their behalf 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 such forward-looking 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 the Parent Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2018 and in our other filings with the Securities and Exchange Commission (“SEC”). These risks include, but are not limited to, the following:
5
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.
6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUBESMART AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30,
December 31,
2019
2018
(unaudited)
ASSETS
Storage properties
$
4,674,717
4,463,455
Less: Accumulated depreciation
(936,862)
(862,487)
Storage properties, net (including VIE assets of $87,428 and $330,986, respectively)
3,737,855
3,600,968
Cash and cash equivalents
7,293
3,764
Restricted cash
5,555
2,718
Loan procurement costs, net of amortization
4,284
963
Investment in real estate ventures, at equity
88,812
95,796
Assets held for sale
2,403
—
Other assets, net
104,128
48,763
Total assets
3,950,330
3,752,972
LIABILITIES AND EQUITY
Unsecured senior notes, net
1,489,483
1,143,524
Revolving credit facility
237,980
195,525
Unsecured term loans, net
299,799
Mortgage loans and notes payable, net
96,810
108,246
Accounts payable, accrued expenses and other liabilities
150,532
149,914
Distributions payable
62,645
60,627
Deferred revenue
25,611
22,595
Security deposits
470
474
Liabilities held for sale
Total liabilities
2,063,584
1,980,704
Noncontrolling interests in the Operating Partnership
65,108
55,819
Commitments and contingencies
Equity
Common shares $.01 par value, 400,000,000 shares authorized, 193,554,347 and 187,145,103 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
1,936
1,871
Additional paid-in capital
2,673,440
2,500,751
Accumulated other comprehensive loss
(749)
(1,029)
Accumulated deficit
(860,985)
(791,915)
Total CubeSmart shareholders’ equity
1,813,642
1,709,678
Noncontrolling interests in subsidiaries
7,996
6,771
Total equity
1,821,638
1,716,449
Total liabilities and equity
See accompanying notes to the unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
REVENUES
Rental income
142,207
132,476
409,826
384,480
Other property related income
18,054
15,494
50,651
44,788
Property management fee income
6,286
5,400
17,932
14,794
Total revenues
166,547
153,370
478,409
444,062
OPERATING EXPENSES
Property operating expenses
53,465
48,755
155,010
147,037
Depreciation and amortization
43,379
35,239
122,484
105,251
General and administrative
10,011
9,780
28,958
26,865
Total operating expenses
106,855
93,774
306,452
279,153
OTHER (EXPENSE) INCOME
Interest:
Interest expense on loans
(18,207)
(15,191)
(53,858)
(45,797)
Loan procurement amortization expense
(687)
(578)
(2,082)
(1,735)
Equity in earnings (losses) of real estate ventures
152
(292)
10,940
(785)
Other
1,647
(233)
1,304
260
Total other expense
(17,095)
(16,294)
(43,696)
(48,057)
NET INCOME
42,597
43,302
128,261
116,852
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
(426)
(476)
(1,283)
(1,285)
Noncontrolling interest in subsidiaries
(17)
74
94
166
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS
42,154
42,900
127,072
115,733
Basic earnings per share attributable to common shareholders
0.22
0.23
0.67
0.63
Diluted earnings per share attributable to common shareholders
Weighted average basic shares outstanding
192,927
186,074
189,970
184,036
Weighted average diluted shares outstanding
193,817
186,916
190,774
184,829
8
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Other comprehensive income (loss):
Unrealized gains on interest rate swaps
232
60
Reclassification of realized losses (gains) on interest rate swaps
20
(60)
OTHER COMPREHENSIVE INCOME
282
COMPREHENSIVE INCOME
42,617
128,543
Comprehensive income attributable to noncontrolling interests in the Operating Partnership
(1,289)
Comprehensive (income) loss attributable to noncontrolling interest in subsidiaries
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY
42,174
127,352
115,729
9
CONSOLIDATED STATEMENT OF EQUITY
Noncontrolling
Additional
Accumulated Other
Total
Interests in the
Common Shares
Paid in
Comprehensive
Accumulated
Shareholders’
Interest in
Operating
Number
Amount
Capital
Income (Loss)
Deficit
Subsidiaries
Partnership
Balance at December 31, 2018
187,145
Contributions from noncontrolling interests in subsidiaries
4,828
Distributions paid to noncontrolling interests in subsidiaries
(66)
Acquisition of noncontrolling interest in subsidiary
(9,728)
(272)
(10,000)
Issuance of common shares
773
24,572
24,580
Issuance of restricted shares
19
Conversion from units to shares
1
1,841
1,842
(1,842)
Exercise of stock options
140
1,048
1,049
Amortization of restricted shares
798
Share compensation expense
468
Adjustment for noncontrolling interests in the Operating Partnership
(6,681)
6,681
Net income (loss)
35,498
(70)
35,428
358
Other comprehensive income, net
240
Common share distributions ($0.32 per share)
(60,375)
(604)
Balance at March 31, 2019
188,137
1,881
2,519,750
(789)
(823,473)
1,697,369
11,191
1,708,560
60,414
(8)
(22,573)
(5,045)
(27,618)
3,353
34
110,487
110,521
31
644
(644)
85
961
962
1,231
439
(2,713)
2,713
49,420
(41)
49,379
499
(61,431)
(597)
Balance at June 30, 2019
191,626
1,916
2,610,939
(769)
(838,197)
1,773,889
6,097
1,779,986
62,385
2,548
(68)
(2,020)
(598)
(2,618)
1,773
18
61,214
61,232
154
1,653
1,655
1,214
440
(2,894)
2,894
Net income
17
42,171
426
(62,048)
Balance at September 30, 2019
193,554
10
Income
Balance at December 31, 2017
182,216
1,822
2,356,620
(729,311)
1,629,134
6,236
1,635,370
54,320
738
(44)
64
Issuance of OP units
4,782
(242)
423
Adjustment for noncontrolling interest in the Operating Partnership
1,169
(1,169)
34,423
(7)
34,416
383
276
Common share distributions ($0.30 per share)
(54,780)
(614)
Balance at March 31, 2018
182,280
1,823
2,356,759
279
(748,499)
1,610,362
6,967
1,617,329
57,705
105
(80)
3,134
32
95,434
95,466
44
1,342
(1,342)
399
3,777
3,781
865
344
(8,323)
8,323
38,410
(85)
38,325
(279)
405
126
(55,842)
(601)
Balance at June 30, 2018
185,877
1,859
2,458,521
(773,849)
1,686,531
6,907
1,693,438
64,512
(54)
420
12,909
12,913
1,460
970
387
7,388
(7,388)
(74)
42,826
476
(55,972)
Balance at September 30, 2018
186,304
1,863
2,472,839
(779,533)
1,695,169
6,853
1,702,022
58,446
11
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating Activities
Adjustments to reconcile net income to cash provided by operating activities:
124,566
106,986
Equity in (earnings) losses of real estate ventures
(10,940)
785
Equity compensation expense
4,990
4,196
Accretion of fair market value adjustment of debt
(541)
(553)
Changes in other operating accounts:
Other assets
(8,094)
(5,765)
Accounts payable and accrued expenses
19,336
10,821
Other liabilities
2,274
1,240
Net cash provided by operating activities
259,852
234,562
Investing Activities
Acquisitions of storage properties
(63,499)
(83,399)
Additions and improvements to storage properties
(28,520)
(19,174)
Development costs
(94,251)
(69,715)
Cash paid for partner's interest in real estate venture, net of cash, cash equivalents and restricted cash acquired
(117,959)
Investment in real estate ventures
(6,558)
(19,154)
Cash distributed from real estate ventures
5,513
6,419
Net cash used in investing activities
(305,274)
(185,023)
Financing Activities
Proceeds from:
Unsecured senior notes
347,746
856,011
452,460
Principal payments on:
(917,494)
(439,910)
Unsecured term loans
(200,000)
Mortgage loans and notes payable
(11,027)
(9,137)
Loan procurement costs
(3,104)
Settlement of hedge transactions
(807)
Acquisition of noncontrolling interest in subsidiary, net
(35,408)
Proceeds from issuance of common shares, net
196,333
108,336
Cash paid upon vesting of restricted shares
(400)
(1,449)
3,666
3,835
48
917
(142)
(134)
Distributions paid to common shareholders
(181,811)
(165,357)
Distributions paid to noncontrolling interests in Operating Partnership
(1,823)
(1,779)
Net cash provided by (used in) financing activities
51,788
(52,218)
Change in cash, cash equivalents and restricted cash
6,366
(2,679)
Cash, cash equivalents and restricted cash at beginning of period
6,482
9,158
Cash, cash equivalents and restricted cash at end of period
12,848
6,479
Supplemental Cash Flow and Noncash Information
Cash paid for interest, net of interest capitalized
53,176
48,794
Supplemental disclosure of noncash activities:
Proceeds held in escrow from real estate venture's sale of real estate (see note 4)
8,288
Noncash consideration for acquisition of partner's interest in real estate venture (see note 4)
(8,288)
Discount on issuance of unsecured senior notes
2,254
Noncash drawdown on revolving credit facility
103,938
Mortgage loan assumptions
7,166
Repayment of unsecured term loan through noncash drawdown on revolving credit facility
(100,000)
Accretion of put liability
4,671
20,877
Derivative valuation adjustment
406
(3,770)
6,242
(4,828)
7,328
12
CUBESMART, L.P. AND SUBSIDIARIES
LIABILITIES AND CAPITAL
Limited Partnership interests of third parties
Operating Partner
1,814,391
1,710,707
Total CubeSmart, L.P. capital
Total capital
Total liabilities and capital
13
(in thousands, except per common unit data)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
NET INCOME ATTRIBUTABLE TO CUBESMART L.P.
42,580
43,376
128,355
117,018
Operating Partnership interests of third parties
NET INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS
Basic earnings per unit attributable to common unitholders
Diluted earnings per unit attributable to common unitholders
Weighted average basic units outstanding
Weighted average diluted units outstanding
14
Comprehensive income attributable to Operating Partnership interests of third parties
COMPREHENSIVE INCOME ATTRIBUTABLE TO OPERATING PARTNER
15
CONSOLIDATED STATEMENT OF CAPITAL
Number of
Common
OP Units
L.P.
Interests in
Interest
Outstanding
Partner
of Third Parties
Distributions to noncontrolling interests in subsidiaries
Issuance of common OP units
Issuance of restricted OP units
Conversion from OP units to shares
Exercise of OP unit options
Amortization of restricted OP units
OP unit compensation expense
Adjustment for Limited Partnership interests of third parties
Common OP unit distributions ($0.32 per unit)
1,698,158
1,774,658
16
1,629,131
Adjustment for Operating Partnership interests of third parties
Common OP unit distributions ($0.30 per unit)
1,610,083
Proceeds from issuance of common OP units
Cash paid upon vesting of restricted OP units
Distributions paid to common OP unitholders
(183,634)
(167,136)
CUBESMART AND CUBESMART, L.P.
NOTES TO UNAUDITED 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 September 30, 2019, the Company owned self-storage properties located in 24 states throughout the United States and the District of Columbia that are presented under one reportable segment: the Company owns, operates, develops, manages and acquires self-storage properties.
As of September 30, 2019, the Parent Company owned approximately 99.0% 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 properties to the Operating Partnership 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 following a specified restricted period 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
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC regarding interim financial reporting and, in the opinion of each of the Parent Company’s and Operating Partnership’s respective management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for each respective company for the interim periods presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Parent Company’s and the Operating Partnership’s audited financial statements prepared in accordance with GAAP, and the related notes thereto, for the year ended December 31, 2018, which are included in the Parent Company’s and the Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The results of operations for the three and nine months ended September 30, 2019 and 2018 are not necessarily indicative of the results of operations to be expected for any future period or the full year.
The Operating Partnership meets the criteria as a variable interest entity (“VIE”). The Parent Company’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Parent Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Parent Company’s debt is an obligation of the Operating Partnership.
Recent Accounting Pronouncements
In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-12 – Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The
purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The standard became effective on January 1, 2019. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02 - Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for similar to previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. The Company also elected the practical expedient provided to lessors in a subsequent amendment to the standard that removed the requirement to separate lease and nonlease components, provided certain conditions were met. Refer to note 13 for the impact of the adoption of ASU No. 2016-02 – Leases (Topic 842) on the Company’s consolidated financial statements.
3. STORAGE PROPERTIES
The book value of the Company’s real estate assets is summarized as follows:
Land
849,874
806,916
Buildings and improvements
3,579,904
3,343,173
Equipment
159,833
176,583
Construction in progress
85,106
136,783
Storage properties, net
The following table summarizes the Company’s acquisition and disposition activity during the period beginning on January 1, 2018 through September 30, 2019.
Purchase / Sale Price
Asset/Portfolio
Market
Transaction Date
Stores
2019 Acquisitions:
Maryland Asset
Baltimore / DC
March 2019
22,000
Florida Assets
Florida Markets - Other
April 2019
19,000
Arizona Asset
Phoenix
May 2019
1,550
HVP III Assets
Various (see note 4)
June 2019
128,250
(1)
Georgia Asset
Atlanta
August 2019
14,600
South Carolina Asset
Charleston
3,300
24
188,700
2018 Acquisitions:
Texas Asset
Texas Markets - Major
January 2018
12,200
May 2018
Metro DC Asset
July 2018
34,200
Nevada Asset
Las Vegas
September 2018
14,350
North Carolina Asset
Charlotte
11,000
California Asset
Los Angeles
October 2018
53,250
23,150
San Diego
November 2018
19,118
New York Asset
New York / Northern NJ
37,000
Illinois Asset
Chicago
December 2018
4,250
227,518
2018 Dispositions:
Arizona Assets
17,502
21
4. INVESTMENT ACTIVITY
2019 Acquisitions
During the nine months ended September 30, 2019, the Company acquired six stores located in Arizona (1), Florida (2), Georgia (1), Maryland (1) and South Carolina (1) for an aggregate purchase price of approximately $60.5 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $2.4 million at the time of the acquisitions and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2019 was approximately $0.5 million and $1.0 million, respectively.
Additionally, on June 6, 2019, the Company acquired its partner’s 90% ownership interest in HVP III, an unconsolidated real estate venture in which the Company previously owned a 10% noncontrolling interest and that was accounted for under the equity method of accounting. As of the date of acquisition, HVP III owned 18 stores located in Georgia (1), Massachusetts (7), North Carolina (1), South Carolina (7) and Tennessee (2) (the “HVP III Assets”). The purchase price for the 90% ownership interest was $128.3 million, which was comprised of cash consideration of $120.0 million and $8.3 million of the Company’s escrowed proceeds from HVP III’s sale of 50 properties to an unaffiliated buyer on June 5, 2019 (see note 5). The HVP III Assets were recorded by the Company at $137.5 million, which consisted of the $128.3 million purchase price plus the Company’s $10.6 million carryover basis of its previously held equity interest in HVP III, offset by $1.4 million of acquired cash. As a result of the transaction, which was accounted for as an asset acquisition, the HVP III Assets became wholly-owned by the Company and are now consolidated within its financial statements. No gain or loss was recognized as a result of the transaction. In connection with the transaction, the Company allocated the value of the HVP III Assets and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consisted of in-place leases, which aggregated to $14.3 million at the time of the acquisition and prior to amortization of such amounts. The estimated life of these in-place leases was 12 months and the amortization expense that was recognized during the three and nine months ended September 30, 2019 was approximately $3.6 million and $4.8 million, respectively.
The following table summarizes the Company’s revenue and losses associated with the 2019 acquisitions, from the acquisition date, that are included in the consolidated statements of operations for the three and nine months ended September 30, 2019:
Three Months EndedSeptember 30, 2019
Nine Months EndedSeptember 30, 2019
Total revenue
4,439
6,069
Net loss
(2,382)
(3,513)
As of September 30, 2019, the Company had made aggregate deposits of $3.0 million associated with five stores that were under contract to be acquired for an aggregate acquisition price of $87.9 million. The deposits are reflected in Other assets, net on the Company’s consolidated balance sheets.
Asset Held for Sale
As of September 30, 2019, the Company was under contract to sell a store located in Texas for a sales price of $4.1 million. The assets and liabilities associated with this store have been classified as “held for sale” within the Company’s September 30, 2019 consolidated balance sheets. As of September 30, 2019, the estimated fair value less selling costs of the store was greater than its carrying value, and therefore no loss has been recorded in the current period. The sale of this store, which occurred during the fourth quarter of 2019 (see note 17), does not represent a strategic shift that has, or will have, a major effect on the Company’s operations or financial results.
22
2018 Acquisitions
During the year ended December 31, 2018, the Company acquired ten stores located throughout the United States, including one store upon completion of construction and the issuance of a certificate of occupancy, for an aggregate purchase price of approximately $227.5 million. In connection with these transactions, which were accounted for as asset acquisitions, the Company allocated the purchase price and acquisition related costs to the tangible and intangible assets acquired based on fair value. Intangible assets consist of in-place leases, which aggregated $11.3 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 three and nine months ended September 30, 2019 was approximately $2.3 million and $7.7 million, respectively. In connection with one of the acquired stores, the Company assumed a $7.2 million mortgage loan that was immediately repaid by the Company. The remainder of the purchase price was funded with $0.2 million of cash and $4.8 million through the issuance of 168,011 OP Units (see note 12). The holder may tender the OP units for redemption by the Operating Partnership for a cash amount per OP Unit equal to the market value of an equivalent number of common shares of the Company. The Company has the right, but not the obligation, to assume and satisfy the redemption obligation of the Operating Partnership by issuing one common share in exchange for each OP Unit tendered for redemption.
2018 Dispositions
On November 28, 2018, the Company sold two stores in Arizona for an aggregate sales price of approximately $17.5 million. In connection with these sales, the Company recorded gains that totaled approximately $10.6 million.
Development Activity
As of September 30, 2019, the Company had invested in joint ventures to develop five self-storage properties located in Massachusetts (1), New York (2), Pennsylvania (1) and Virginia (1). Construction for all projects is expected to be completed by the second quarter of 2021 (see note 12). As of September 30, 2019, development costs incurred to date for these projects totaled $72.4 million. Total construction costs for these projects are expected to be $137.6 million. These costs are capitalized to construction in progress while the projects are under development and are reflected in Storage properties on the Company’s consolidated balance sheets.
The Company has completed the construction and opened for operation the following stores during the period beginning on January 1, 2018 through September 30, 2019. The costs associated with the construction of these stores are capitalized to land, building and improvements, as well as equipment and are reflected in Storage properties on the Company’s consolidated balance sheets.
Ownership
Store Location
Date Opened
Construction Costs
Waltham, MA (1)
Q3 2019
100%
18,000
Queens, NY (2)
Q2 2019
47,500
Bayonne, NJ (2) (3)
25,100
Bronx, NY (2)
Q3 2018
92,100
182,700
23
During the fourth quarter of 2015 and the third quarter of 2017, the Company, through two separate joint ventures in which it owned a 90% interest in each and that were previously consolidated, completed the construction and opened for operation a store located in Queens, NY and a store located in New York, NY, respectively. On June 25, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the New York, NY store for $18.5 million, and on June 28, 2019, the Company acquired the noncontrolling member’s 10% interest in the venture that owned the Queens, NY store for $9.0 million. Prior to these transactions, the noncontrolling members’ interest in each venture was reported in Noncontrolling interests in subsidiaries on the consolidated balance sheets. Since the Company retained its controlling interest in each joint venture and the stores are now wholly owned, these transactions were accounted for as equity transactions. In each case, the carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the difference between the purchase price paid by the Company and the carrying amount of the noncontrolling interest, which aggregated to $22.6 million, was recorded as an adjustment to equity attributable to the Company, with no gain or loss recorded. The $12.4 million related party loan extended by the Company to the venture that owned the Queens, NY store was repaid in conjunction with the Company’s acquisition of the noncontrolling member’s ownership interest.
5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
The Company’s investments in real estate ventures, in which it holds a common ownership interest, are summarized as follows (in thousands):
Number of Stores
Carrying Value of Investment
Unconsolidated Real Estate Ventures
191 IV CUBE LLC ("HVP IV") (1)
20%
19,999
14,791
CUBE HHF Northeast Venture LLC ("HHFNE") (2)
10%
2,131
2,411
191 III CUBE LLC ("HVP III") (3)
68
9,183
CUBE HHF Limited Partnership ("HHF") (4)
50%
35
66,682
69,411
67
129
Based upon the facts and circumstances at formation of HVP IV, HHFNE, HVP III and HHF (the “Ventures”), the Company determined that the Ventures are not VIEs 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 the Ventures. Based upon each member's substantive participating rights over the activities of each entity as stipulated in the operating agreements, the Ventures are not consolidated by the Company and are accounted for under the equity method of accounting (except for HVP III, which was consolidated as of June 6, 2019). The Company’s investments in the Ventures 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 the Ventures are presented in Equity in earnings (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 Ventures.
The following is a summary of the financial position of the Ventures as of September 30, 2019 and December 31, 2018 (in thousands).
2019 (1)
Assets
521,701
741,209
18,835
16,042
540,536
757,251
Liabilities and equity
14,210
7,911
Debt
264,855
413,848
Joint venture partners
172,659
239,696
25
The following is a summary of results of operations of the Ventures for the three and nine months ended September 30, 2019 and 2018 (in thousands):
14,027
23,463
58,305
66,665
Operating expenses
(6,518)
(9,583)
(25,762)
(28,269)
Other expense
(34)
(3,113)
Interest expense, net
(2,606)
(3,494)
(11,911)
(9,515)
(5,908)
(11,223)
(23,829)
(31,042)
Gains from sale of real estate
106,667
Net (loss) income
(1,039)
(1,079)
100,357
(2,968)
Company’s share of net income (loss)
Capital Storage Partners, LLC (“Capital Storage”)
On September 5, 2018, the Company invested $5.0 million in exchange for 100% of the Class A Preferred Units of Capital Storage Partners, LLC, a newly formed venture that acquired 22 self-storage properties located in Florida (4), Oklahoma (5) and Texas (13). The Class A Preferred Units earn an 11% cumulative dividend prior to any other distributions. The Company’s investment in Capital Storage and the related dividends are included in Other assets, net on the Company’s consolidated balance sheets and in Other income on the Company’s consolidated statements of operations, respectively.
6. UNSECURED SENIOR NOTES
The Company’s unsecured senior notes are summarized as follows (collectively referred to as the “Senior Notes”):
Effective
Issuance
Maturity
Unsecured Senior Notes
Interest Rate
Date
$250M 4.800% Guaranteed Notes due 2022
250,000
4.82
%
Jun-12
Jul-22
$300M 4.375% Guaranteed Notes due 2023 (1)
300,000
4.33
Various (1)
Dec-23
$300M 4.000% Guaranteed Notes due 2025 (2)
3.99
Various (2)
Nov-25
$300M 3.125% Guaranteed Notes due 2026
3.18
Aug-16
Sep-26
$350M 4.375% Guaranteed Notes due 2029
350,000
4.46
Jan-19
Feb-29
Principal balance outstanding
1,500,000
1,150,000
Less: Discount on issuance of unsecured senior notes, net
(2,635)
(568)
Less: Loan procurement costs, net
(7,882)
Total unsecured senior notes, net
26
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 1.5:1.0 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 September 30, 2019, 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 December 9, 2011, the Company entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013 and April 22, 2015 to provide for, among other things, a $200.0 million unsecured term loan with a maturity date of January 31, 2019 and a $500.0 million unsecured revolving facility with a maturity date of April 22, 2020. On June 19, 2019, the Company amended and restated, in its entirety, the Credit Facility (the “Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of a $750.0 million unsecured revolving facility (the “Revolver”) maturing on June 19, 2024. Under the Amended and Restated Credit Facility, pricing on the Revolver is dependent upon the Company’s unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.10% over LIBOR, inclusive of a facility fee of 0.15%. The Company incurred costs of $3.9 million in 2019 in connection with amending and restating the Credit Facility and capitalized such costs as a component of Loan procurement costs, net of amortization on the consolidated balance sheets.
As of September 30, 2019, borrowings under the Revolver had an effective weighted average interest rate of 3.12%. Additionally, as of September 30, 2019, $511.3 million was available for borrowing under the Revolver. The available balance under the Revolver is reduced by an outstanding letter of credit of $0.7 million.
On June 20, 2011, the Company entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of, among other things, a $100.0 million unsecured term loan with a seven-year maturity that was repaid on June 19, 2019.
The Company’s unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:
Carrying Value as of:
Effective Interest
Rate as of
Unsecured Term Loans
September 30, 2019
Credit Facility
Unsecured term loan (1)
200,000
Term Loan Facility
Unsecured term loan (2)
100,000
Jan-20
(201)
Total unsecured term loans, net
27
Under the Amended and Restated Credit Facility, the Company’s ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a minimum fixed charge coverage ratio of 1.50:1.00. As of September 30, 2019, the Company was in compliance with all of its financial covenants.
8. MORTGAGE LOANS AND NOTES PAYABLE
The Company’s mortgage loans and notes payable are summarized as follows:
Mortgage Loans and Notes Payable
YSI 33 (1)
9,214
6.42
Jul-19
YSI 26
7,861
8,022
4.56
Nov-20
YSI 57
2,760
2,816
4.61
YSI 55
21,674
22,041
4.85
Jun-21
YSI 24
24,260
24,893
4.64
YSI 65
2,326
2,363
3.85
Jun-23
YSI 66
30,737
31,171
3.51
YSI 68
5,501
5,626
3.78
May-24
95,119
106,146
Plus: Unamortized fair value adjustment
2,010
2,551
(319)
(451)
Total mortgage loans and notes payable, net
As of September 30, 2019 and December 31, 2018, the Company’s mortgage loans payable were secured by certain of its self-storage properties with net book values of approximately $207.4 million and $231.0 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable as of September 30, 2019 (in thousands):
625
2020
12,791
2021
45,057
2022
923
2023
31,019
2024 and thereafter
4,704
Total mortgage payments
28
9. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table summarizes the changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2019 (in thousands):
Unrealized Gains (Losses)
on Interest Rate Swaps
Other comprehensive gain before reclassifications
230
Amounts reclassified from accumulated other comprehensive loss
Net current-period other comprehensive income
280
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 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.
During 2018, the Company entered into interest rate swap agreements that qualified and were designated as cash flow hedges designed to reduce the impact of interest rate changes on a forecasted issuance of long-term debt. Therefore, the interest rate swaps were recorded on the consolidated balance sheet at fair value and the related gains or losses were deferred in shareholders’ equity as accumulated other comprehensive income or loss. These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings.
The Company formally assessed, both at inception of the hedge and on an on-going basis, whether each derivative was highly-effective in offsetting changes in cash flows of the hedged item. If management determined that the derivative was highly-effective as a hedge, then the Company accounted for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative did not impact the Company’s results of operations. If management determined that the derivative was not highly-effective as a hedge or if a derivative ceased to be a highly-effective hedge, the Company discontinued hedge accounting prospectively and reflected in its statement of operations realized and unrealized gains and losses with respect to the derivative.
The following table summarizes the terms and fair values of the Company’s derivative financial instruments as of September 30, 2019 and December 31, 2018, respectively (dollars in thousands):
Hedge
Notional Amount
Fair Value
Product
Type
December 31, 2018
Strike
Swap
Cash flow (1)
75,000
2.8015
6/28/2019
6/28/2029
(516)
50,000
2.8030
(350)
25,000
2.8020
(173)
150,000
29
The Company measured its derivative instruments at fair value and recorded them in the balance sheet as either an asset or liability. As of September 30, 2019, all derivative instruments had been settled. As of December 31, 2018, all derivative instruments were included in accounts payable, accrued expenses and other liabilities on the accompanying consolidated balance sheets. The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive loss. Amounts reported in accumulated other comprehensive loss related to derivatives are reclassified to interest expense as interest payments are made on the Company’s 2029 Notes. The change in unrealized losses on interest rate swaps reflects a reclassification of twenty thousand dollars and fifty thousand dollars of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during the three and nine months ended September 30, 2019, respectively. The Company estimates that $0.1 million will be reclassified as an increase to interest expense in the next 12 months.
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.
There were no financial assets or liabilities carried at fair value as of September 30, 2019. Financial assets and liabilities carried at fair value as of December 31, 2018 are classified in the table below in one of the three categories described above (in thousands):
Level 1
Level 2
Level 3
Interest rate swap derivative liabilities
1,039
Total liabilities at fair value
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:
30
The fair values of financial instruments, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate their respective carrying values at September 30, 2019 and December 31, 2018. The aggregate carrying value of the Company’s debt was $1,824.3 million and $1,747.1 million at September 30, 2019 and December 31, 2018, respectively. The estimated fair value of the Company’s debt was $1,926.0 million and $1,731.9 million at September 30, 2019 and December 31, 2018, respectively. The fair value of debt estimates were based on a discounted cash flow analysis assuming market interest rates for comparable obligations at September 30, 2019 and December 31, 2018. 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 Joint Ventures
Noncontrolling interests in subsidiaries represent the ownership interests of third parties in the Company’s consolidated real estate ventures. The Company has determined that these ventures are VIEs, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of the real estate ventures in the table below (dollars in thousands):
Date Opened /
Estimated
Consolidated Joint Ventures
of Stores
Location
Opening
Total Assets
Total Liabilities
CS Valley Forge Village Storage, LLC ("VFV") (1)
King of Prussia, PA
Q2 2021 (est.)
70%
3,402
Shirlington Rd II, LLC ("SH2") (2)
Arlington, VA
Q1 2021 (est.)
90%
8,548
CS 2087 Hempstead Tpk, LLC ("Hempstead") (3)
East Meadow, NY
Q4 2020 (est.)
51%
10,717
2,279
CS SDP Newtonville, LLC ("Newton") (1)
Newton, MA
Q3 2020 (est.)
9,585
3,060
CS 1158 McDonald Ave, LLC ("McDonald Ave") (3)
Brooklyn, NY
Q4 2019 (est.)
40,582
11,307
Shirlington Rd, LLC ("SH1") (2)
Q2 2015
14,969
159
87,803
16,810
On May 30, 2019, the Company sold its 90% ownership interest in CS SJM E 92nd Street, LLC, a previously consolidated development joint venture, for $3.7 million. In conjunction with the sale, $0.7 million of the $1.7 million related party loan extended by the Company to the venture was repaid. The remaining $1.0 million was recorded as a note receivable and was repaid during the third quarter of 2019. Additionally, as a result of the transaction, the Company was released from its obligations under the venture’s ground lease, and right-of-use assets and lease liabilities totaling $13.4 million and $14.6 million, respectively, were removed from the Company’s consolidated balance sheets.
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 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 1.0% of the outstanding OP Units, as of September 30, 2019 and December 31, 2018, 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 properties. 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 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 January 31, 2018, the Company acquired a store in Texas for $12.2 million and assumed an existing mortgage loan with an outstanding balance of approximately $7.2 million, which was immediately repaid by the Company. In conjunction with the closing, the Company paid $0.2 million in cash and issued 168,011 OP Units, valued at approximately $4.8 million, to pay the remaining consideration.
As of September 30, 2019 and December 31, 2018, 1,865,570 and 1,945,570 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 quarter. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their redemption value at September 30, 2019 and December 31, 2018. As of September 30, 2019 and December 31, 2018, the Operating Partnership recorded increases in the value of OP Units owned by third parties and corresponding decreases to capital of $12.3 million and $0.3 million, respectively.
13. LEASES
CubeSmart as Lessor
The Company derives revenue primarily from rents received from customers who rent cubes at its self-storage properties under month-to-month leases for personal or business use. The self-storage lease agreements utilized by the Company vary slightly to comply with state-specific laws and regulations, but generally provide for automatic monthly renewals, flexibility to increase rental rates over time as market conditions permit and the collection of contingent fees such as administrative and late fees. None of the self-storage lease agreements contain options that allow the customer to purchase the leased space at any time during, or at the expiration of, the lease term. All self-storage leases in which the Company serves as lessor have been classified as operating leases. Accordingly, storage cubes are carried at historical cost less accumulated depreciation and impairment, if any, and are included in Storage properties on the Company’s consolidated balance sheets. Operating lease income for amounts received under the Company’s self-storage lease agreements is recognized on a straight-line basis which, due to the month-to-month nature of the leases, results in the recognition of income during the initial term and each subsequent monthly renewal using the then-in-place rent amount. Operating lease income is included in Rental income within the Company’s consolidated statements of operations. Variable lease income related to the Company’s self-storage lease agreements consists of administrative and late fees charged to customers. For the three and nine months ended September 30, 2019, administrative and late fees totaled $5.9 million and $17.0 million, respectively, and are included in Other property related income within the Company’s consolidated statements of operations.
CubeSmart as Lessee
The Company serves as lessee in lease agreements for land, office space, automobiles and certain equipment, which have remaining lease terms ranging from one year to 45 years. Certain of the Company’s leases contain provisions that (1) provide for one or more options to renew, with renewal options that can extend the lease term from one year to 69 years, (2) allow for early termination at certain points during the lease term and/or (3) give the Company the option to purchase the leased property. In all cases, the exercise of the lease renewal, termination and purchase options, if provided for in the lease, are at the Company’s sole discretion. Certain of the Company’s lease agreements, particularly its land leases, require rental payments that are periodically adjusted for inflation using a defined index. None of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements have been classified as operating leases. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
33
Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s unsecured borrowing rates and implied secured spread at the lease commencement date in determining the present value of lease payments. The right-of-use asset also includes any lease payments made at or before lease commencement less any lease incentives. Upon adoption of ASC 842 on January 1, 2019, the Company had right-of-use assets and lease liabilities related to its operating leases of $55.7 million and $60.7 million, respectively. As of September 30, 2019, the Company had right-of-use assets and lease liabilities related to its operating leases of $41.7 million and $46.2 million, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets, respectively. As of September 30, 2019, the Company’s weighted average remaining lease term and weighted average discount rate related to its operating leases were 36.1 years and 4.74%, respectively.
For the three and nine months ended September 30, 2019, the Company’s lease cost consists of the following components, each of which is included in Property operating expenses within the Company’s consolidated statements of operations:
Three Months Ended
Nine Months Ended
Operating lease cost
749
2,558
Short-term lease cost (1)
294
907
Total lease cost
1,043
3,465
The following table represents the future operating lease liability maturities as of September 30, 2019 (in thousands):
556
2,222
2,436
2,500
93,512
Total operating lease payments
103,505
Less: Imputed interest
(57,283)
Present value of operating lease liabilities
46,222
During the three and nine months ended September 30, 2019, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was approximately $0.6 million and $1.9 million, respectively, which is included as an operating cash outflow within the consolidated statements of cash flows. During the three and nine months ended September 30 2019, the Company did not enter into any lease agreements set to commence in the future.
14. COMMITMENTS AND CONTINGENCIES
The Company is involved in claims from time to time, which arise in the ordinary course of business. In accordance with applicable accounting guidance, management establishes an accrued liability for claim expenses, insurance retention and litigation costs when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be exposure to loss in excess of those amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known
and unknown uncertainties. In the opinion of management, the Company has made adequate provisions for potential liabilities, arising from any such matters, which are included in Accounts payable, accrued expenses and other liabilities on the Company’s consolidated balance sheets.
On January 11, 2019, a settlement agreement was entered into for a class action alleging violation of a state specific deceptive and unfair trade practices act. During the year ended December 31, 2018, the Company recorded a $1.8 million charge related to this legal action, which is included in General and administrative on the Company’s consolidated statements of operations. On August 2, 2019, the court granted final approval of the settlement for the class action.
15. RELATED PARTY TRANSACTIONS
The Company provides management services to certain joint ventures and other related parties. Management agreements provide for fee income to the Company based on a percentage of revenues at the managed stores. Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the three and nine months ended September 30, 2019 totaled $0.7 million and $3.1 million, respectively. Total management fees for unconsolidated real estate ventures or other entities in which the Company held an ownership interest for the three and nine months ended September 30, 2018 totaled $1.2 million and $3.2 million, respectively.
The management agreements for certain joint ventures, other related parties and third-party stores provide for the reimbursement to the Company for certain expenses incurred to manage the stores. These amounts consist of amounts due for management fees, payroll, and other store expenses. The amounts due to the Company were $11.1 million and $10.6 million as of September 30, 2019 and December 31, 2018, respectively, and are reflected in Other assets, net on the Company’s consolidated balance sheets. Additionally, as discussed in note 12, the Company had outstanding mortgage loans receivable from consolidated joint ventures of $1.8 million and $33.2 million as of September 30, 2019 and December 31, 2018, respectively, which are eliminated for consolidation purposes. The Company believes that all of these related-party receivables are fully collectible.
The HVP III, HVP IV and HHFNE operating agreements provide for acquisition, disposition and other fees payable from HVP III, HVP IV and HHFNE to the Company upon the closing of a property transaction by HVP III, HVP IV and HHFNE, or any of their subsidiaries and completion of certain measures as defined in the operating agreements. During the three and nine months ended September 30, 2019, the Company recognized $1.7 million and $1.9 million, respectively, in fees associated with property transactions. During the three and nine months ended September 30, 2018, the Company recognized $0.1 million and $0.6 million, respectively, in property transaction fees. Property transaction fees are included in Other income on the consolidated statements of operations.
16. PRO FORMA FINANCIAL INFORMATION
During the nine months ended September 30, 2019 and the year ended December 31, 2018, the Company acquired 24 stores for an aggregate purchase price of $188.7 million (see note 3) and ten stores for an aggregate purchase price of approximately $227.5 million, respectively.
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 2019 and 2018 as if each had occurred as of January 1, 2018 and 2017, 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 nine months ended September 30, 2019 and 2018 based on the assumptions described above:
Pro forma revenues
486,100
466,590
Pro forma net income
144,747
114,310
Earnings per share attributable to common shareholders:
Basic - as reported
Diluted - as reported
Basic - as pro forma
0.76
0.62
Diluted - as pro forma
0.75
0.61
17. SUBSEQUENT EVENTS
On October 25, 2019, the Company acquired a self-storage property located in Texas for a purchase price of $7.3 million.
On October 11, 2019, the Operating Partnership issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2030, which bear interest at a rate of 3.000% per annum (the “2030 Notes”). The 2030 Notes were priced at 99.623% of the principal amount to yield 3.043% to maturity. Net proceeds from the offering of $346.4 million were used to repay all of the outstanding indebtedness under the Revolver and for working capital and other general corporate purposes.
On October 7, 2019, the Company sold a self-storage property located in Texas, which was held for sale as of September 30, 2019, for a sales price of $4.1 million.
36
ITEM 2. 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 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 complete discussion of such risk factors, see the section entitled “Risk Factors” in the Parent Company’s and Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2018.
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 properties. 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 September 30, 2019 and December 31, 2018, we owned 519 self-storage properties totaling approximately 36.3 million rentable square feet and 493 self-storage properties totaling approximately 34.6 million rentable square feet, respectively. As of September 30, 2019, we owned stores in the District of Columbia and the following 24 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah and Virginia. In addition, as of September 30, 2019, we managed 652 stores for third parties (including 89 stores containing an aggregate of approximately 6.1 million rentable square feet as part of four separate unconsolidated real estate ventures) bringing the total number of stores which we owned and/or managed to 1,171. As of September 30, 2019, we managed stores for third parties in the District of Columbia and the following 37 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington and Wisconsin.
We derive revenues principally from rents received from customers who rent cubes at our self-storage properties 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 stores combines centralized marketing, revenue management and other operational support with local operations teams that provide market-level oversight and management. 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 stores, 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, inflation 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 properties.
We have one reportable segment: we own, operate, develop, manage and acquire self-storage properties.
Our self-storage properties are located in major metropolitan and suburban areas and have numerous customers per store. No single customer represents a significant concentration of our revenues. Our stores in Florida, New York, Texas and California provided approximately 16%, 16%, 10% and 8%, respectively, of total revenues for the nine months ended September 30, 2019.
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 unaudited 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 aforementioned notes to our consolidated financial statements (see note 2 to the unaudited 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.
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 Properties
The Company records self-storage properties 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 stores are acquired, the purchase price and acquisition related costs are allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. Allocations to the individual assets and liabilities are based upon their respective fair values as estimated by management.
In allocating the purchase price and acquisition related costs 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 stores are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price for an acquired property 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 store’s basis is recoverable. If a store’s basis is not considered recoverable, an impairment loss
38
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 nine months ended September 30, 2019 and 2018.
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 store (or group of stores), (b) the store is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such stores, (c) an active program to locate a buyer and other actions required to complete the plan to sell the store have been initiated, (d) the sale of the store is probable and transfer of the asset is expected to be completed within one year, (e) the store 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. Stores classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell. There was one store classified as held for sale as of September 30, 2019.
Investments in Unconsolidated Real Estate Ventures
The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting when it is determined that the Company has the ability to exercise significant influence over the venture. Under the equity method, investments in unconsolidated real estate 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 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. The determination as to whether impairment exists requires significant management judgment about the fair value of its ownership interest. Fair value is determined through various valuation techniques, including but not limited to, discounted cash flow models, quoted market values and third party appraisals. There were no impairment losses related to the Company’s investments in unconsolidated real estate ventures recognized during the nine months ended September 30, 2019 and 2018.
For a discussion of recent accounting pronouncements affecting our business, see note 2 to the consolidated financial statements.
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 stores and should not be taken as indicative of future operations. We consider our same-store portfolio to consist of only those stores owned and operated on a stabilized basis at the beginning and at the end of the applicable periods presented. We consider a store 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 store-level operating performance without taking into account the effects of acquisitions, developments or dispositions. As of September 30, 2019, we owned 467 same-store properties and 52 non-same-store properties. For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Report.
39
Acquisition and Development Activities
The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. As of September 30, 2019 and 2018, we owned 519 and 490 self-storage properties and related assets, respectively. The following table summarizes the change in number of owned stores from January 1, 2018 through September 30, 2019:
Balance - January 1
493
484
Stores acquired
Balance - March 31
494
485
Stores developed
Stores combined (1)
Balance - June 30
516
486
Balance - September 30
519
490
Stores sold
(2)
Balance - December 31
40
Comparison of the three months ended September 30, 2019 to the three months ended September 30, 2018 (in thousands)
Non Same-Store
Other/
Same-Store Property Portfolio
Properties
Eliminations
Total Portfolio
Increase/
(Decrease)
Change
REVENUES:
129,423
127,920
1,503
1.2
12,784
4,556
9,731
7.3
13,843
13,176
667
5.1
1,582
676
2,629
1,642
2,560
16.5
0.0
886
16.4
143,266
141,096
2,170
1.5
14,366
5,232
8,915
7,042
13,177
8.6
OPERATING EXPENSES:
41,454
39,354
2,100
5.3
5,266
2,555
6,745
6,846
4,710
9.7
NET OPERATING INCOME
101,812
101,742
70
0.1
9,100
2,677
196
113,082
104,615
8,467
8.1
Store count
467
Total square footage
32,426
3,865
2,030
36,291
34,456
Period end occupancy (1)
92.5
74.0
57.3
90.6
90.4
Period average occupancy (2)
93.1
93.2
Realized annual rent per occupied sq. ft. (3)
17.15
16.96
8,140
23.1
231
2.4
Subtotal
53,390
45,019
8,371
18.6
(3,016)
(19.9)
(109)
(18.9)
444
152.1
1,880
(806.9)
(801)
(4.9)
(705)
(1.6)
10.5
(91)
(123.0)
(746)
(1.7)
Revenues
Rental income increased from $132.5 million during the three months ended September 30, 2018 to $142.2 million during the three months ended September 30, 2019, an increase of $9.7 million, or 7.3%. The $1.5 million increase in same-store rental income was due primarily to higher rental rates. Realized annual rent per square foot on our same-store portfolio increased 1.1% as a result of higher rental rates for new and existing customers for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. The remaining increase is primarily attributable to $8.2 million of additional rental income from the stores acquired or opened in 2018 and 2019 included in our non-same store portfolio.
Other property related income increased from $15.5 million during the three months ended September 30, 2018 to $18.1 million during the three months ended September 30, 2019, an increase of $2.6 million, or 16.5%. The $0.7 million increase in same-store other property related income is mainly attributable to increased customer insurance participation and convenience fee payments. The remainder of the increase is attributable to $0.9 million of additional other property related income derived from the stores acquired or opened in 2018 and 2019 included in our non-same store portfolio and $1.0 million resulting primarily from increased customer insurance participation at our managed stores.
Property management fee income increased from $5.4 million during the three months ended September 30, 2018 to $6.3 million during the three months ended September 30, 2019, an increase of $0.9 million, or 16.4%. This increase was attributable to an increase in management fees related to the third-party management business resulting from more stores under management (652 stores as of September 30, 2019 compared to 582 stores as of September 30, 2018) and higher revenue at these managed stores.
41
Operating Expenses
Property operating expenses increased from $48.8 million during the three months ended September 30, 2018 to $53.5 million during the three months ended September 30, 2019, an increase of $4.7 million, or 9.7%. The $2.1 million increase in property operating expenses on the same-store portfolio was primarily due to higher property taxes. The remainder of the increase is attributable to $2.7 million of increased expenses associated with newly acquired or developed stores.
Depreciation and amortization increased from $35.2 million during the three months ended September 30, 2018 to $43.4 million during the three months ended September 30, 2019, an increase of $8.1 million, or 23.1%. This increase is primarily attributable to depreciation and amortization expense related to stores acquired and developed during 2018 and 2019.
Other (Expense) Income
Interest expense increased from $15.2 million during the three months ended September 30, 2018 to $18.2 million during the three months ended September 30, 2019, an increase of $3.0 million, or 19.9%. The increase is attributable to a higher amount of outstanding debt during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018, and higher interest rates during the 2019 period. The average outstanding debt balance increased $195.9 million to $1,852.4 million during the three months ended September 30, 2019 as compared to $1,656.5 million during the three months ended September 30, 2018 as the result of borrowings to fund a portion of the Company’s acquisition activity. The weighted average effective interest rate on our outstanding debt increased from 3.91% for the three months ended September 30, 2018 to 4.05% for the three months ended September 30, 2019.
Other income increased $1.9 million from the three months ended September 30, 2018 to the three months ended September 30, 2019, primarily due to fees earned in connection with the HVP III and HVP IV property transactions during 2019.
42
Comparison of the nine months ended September 30, 2019 to the nine months ended September 30, 2018 (in thousands)
380,257
373,403
6,854
1.8
29,569
11,077
25,346
6.6
40,296
38,716
1,580
4.1
3,528
1,685
6,827
4,387
5,863
13.1
3,138
21.2
420,553
412,119
8,434
2.0
33,097
12,762
24,759
19,181
34,347
7.7
123,654
119,150
4,504
3.8
13,110
6,493
18,246
21,394
7,973
5.4
NET OPERATING INCOME (LOSS):
296,899
292,969
3,930
1.3
19,987
6,269
6,513
(2,213)
323,399
297,025
26,374
8.9
92.6
92.7
16.89
16.57
17,233
2,093
7.8
151,442
132,116
19,326
14.6
(8,061)
(17.6)
(347)
(20.0)
11,725
1,493.6
1,044
401.5
4,361
9.1
11,409
9.8
0.2
(72)
(43.4)
11,339
Rental income increased from $384.5 million during the nine months ended September 30, 2018 to $409.8 million during the nine months ended September 30, 2019, an increase of $25.3 million, or 6.6%. The $6.9 million increase in same-store rental income was due primarily to higher rental rates. Realized annual rent per square foot on our same-store portfolio increased 1.9% as a result of higher rental rates for new and existing customers for the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. The remaining increase is primarily attributable to $18.5 million of additional rental income from the stores acquired or opened in 2018 and 2019 included in our non-same store portfolio.
Other property related income increased from $44.8 million during the nine months ended September 30, 2018 to $50.7 million during the nine months ended September 30, 2019, an increase of $5.9 million, or 13.1%. The $1.6 million increase in same-store other property related income is mainly attributable to increased customer insurance participation. The remainder of the increase is attributable to $1.8 million of additional other property related income derived from the stores acquired or opened in 2018 and 2019 included in our non-same store portfolio and $2.4 million resulting primarily from increased customer insurance participation at our managed stores.
Property management fee income increased from $14.8 million during the nine months ended September 30, 2018 to $17.9 million during the nine months ended September 30, 2019, an increase of $3.1 million, or 21.2%. This increase was attributable to an increase in management fees related to the third-party management business resulting from more stores under management (652 stores as of September 30, 2019 compared to 582 stores as of September 30, 2018) and higher revenue at these managed stores.
43
Property operating expenses increased from $147.0 million during the nine months ended September 30, 2018 to $155.0 million during the nine months ended September 30, 2019, an increase of $8.0 million, or 5.4%. This increase was primarily attributable to a $4.5 million increase in property operating expenses on the same-store portfolio primarily due to higher property taxes and payroll expenses. The remainder of the increase is attributable to $6.6 million of increased expenses associated with newly acquired or developed stores.
Depreciation and amortization increased from $105.3 million during the nine months ended September 30, 2018 to $122.5 million during the nine months ended September 30, 2019, an increase of $17.2 million, or 16.4%. This increase is primarily attributable to depreciation and amortization expense related to stores acquired and developed during 2018 and 2019.
General and administrative expenses increased from $26.9 million during the nine months ended September 30, 2018 to $29.0 million during the nine months ended September 30, 2019, an increase of $2.1 million, or 7.8%. The change is primarily attributable to increased payroll expenses resulting from additional employee headcount to support our growth.
Interest expense increased from $45.8 million during the nine months ended September 30, 2018 to $53.9 million during the nine months ended September 30, 2019, an increase of $8.1 million, or 17.6%. The increase is attributable to a higher amount of outstanding debt during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018, and higher interest rates during the 2019 period. The average outstanding debt balance increased $151.3 million to $1,828.4 million during the nine months ended September 30, 2019 as compared to $1,677.1 million during the nine months ended September 30, 2018 as the result of borrowings to fund a portion of the Company’s acquisition activity. The weighted average effective interest rate on our outstanding debt increased from 3.89% for the nine months ended September 30, 2018 to 4.09% for the nine months ended September 30, 2019.
Equity in earnings (losses) of real estate ventures increased $11.7 million from the nine months ended September 30, 2018 to the nine months ended September 30, 2019. The change is mainly driven by our share of the gains attributable to HVP III, a real estate venture in which we previously owned a 10% interest. The gains were recorded in connection with HVP III’s sale of 50 properties during the nine months ended September 30, 2019.
Other income increased $1.0 million from the nine months ended September 30, 2018 to the nine months ended September 30, 2019, primarily due to fees earned in connection with the HVP III and HVP IV property transactions during 2019.
Cash Flows
Comparison of the nine months ended September 30, 2019 to the nine months ended September 30, 2018
A comparison of cash flow from operating, investing and financing activities for the nine months ended September 30, 2019 and 2018 is as follows:
Net cash provided by (used in):
Operating activities
25,290
Investing activities
(120,251)
Financing activities
104,006
Cash provided by operating activities for the nine months ended September 30, 2019 and 2018 was $259.9 million and $234.6 million, respectively, reflecting an increase of $25.3 million. Our increased cash flow from operating activities was primarily attributable to stores acquired and developed during 2018 and 2019, as well as increased net operating income levels on the same-store portfolio in the 2019 period as compared to the 2018 period.
Cash used in investing activities increased from $185.0 million for the nine months ended September 30, 2018 to $305.3 million for the nine months ended September 30, 2019, reflecting an increase of $120.3 million. The change was primarily driven by an increase in cash used for acquisitions of storage properties and the remaining interest in HVP III, a previously unconsolidated real estate venture. Including the HVP III membership interest acquisition, cash used during the nine months ended September 30, 2019 related to the acquisition of 24 stores for an aggregate net purchase price of $180.4 million, while cash used during the nine months ended September 30, 2018 related to the acquisition of five stores for an aggregate net purchase price of $90.8 million, inclusive of $7.2 million of assumed debt and $4.8 million of OP units issued. Additionally, there was a $24.5 million increase in development costs from the nine months ended September 30, 2018 compared to the nine months ended September 30, 2019 resulting from the payment of put liabilities associated with three previously consolidated development joint ventures during the 2019 period.
Cash provided by financing activities was $51.8 million during the nine months ended September 30, 2019 compared to $52.2 million of cash used in financing activities during the nine months ended September 30, 2018, reflecting a change of $104.0 million. This change is primarily the result of $347.7 million of net proceeds from our issuance of unsecured senior notes in January 2019 and an increase of $88.0 million in proceeds received from the issuance of common shares during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. These cash inflows are offset by a $200.0 million cash payment made to repay our unsecured term loan in January 2019 and a $74.0 million net increase in revolving credit facility payments during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The change is also impacted by the combined $35.4 million cash outflow for the acquisition of the noncontrolling members’ interests in four separate consolidated joint ventures during the nine months ended September 30, 2019 with no comparable cash outflow during the 2018 period. Additionally, cash distributions paid to common shareholders and noncontrolling interests in the Operating Partnership increased $16.5 million from the nine months ended September 30, 2018 to the nine months ended September 30, 2019 resulting from the increase in the common dividend per share and number of shares outstanding.
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 at our stores and fees earned from managing stores. 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 properties in which we invest, self-storage properties, 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 stores, 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 stores. These funding requirements will vary from year to year, in some cases significantly. For the remainder of the 2019 fiscal year, we expect recurring capital expenditures to be approximately $4.0 million to $8.0 million, planned capital improvements and store upgrades to be approximately $1.0 million to $3.0 million and costs associated with the development of new stores to be approximately $9.0 million to $19.0 million. Our currently scheduled principal payments on our outstanding debt are approximately $0.6 million for the remainder of 2019.
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.
45
Our liquidity needs beyond 2019 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 stores; (iii) acquisitions of additional stores; and (iv) development of new stores. We will have to satisfy the portion of our needs not covered by cash flow from operations through additional borrowings, including borrowings under our Amended and Restated 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 store 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 September 30, 2019, we had approximately $7.3 million in available cash and cash equivalents. In addition, we had approximately $511.3 million of availability for borrowings under our Amended and Restated Credit Facility.
Our unsecured senior notes are summarized as follows (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 1.5:1.0 after giving effect to the incurrence of the debt.
46
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 September 30, 2019, the Operating Partnership was in compliance with all of the financial covenants under the Senior Notes.
Revolving Credit Facility and Unsecured Term Loans
On December 9, 2011, we entered into a credit agreement (the “Credit Facility”), which was subsequently amended on April 5, 2012, June 18, 2013 and April 22, 2015 to provide for, among other things, a $200.0 million unsecured term loan with a maturity date of January 31, 2019 and a $500.0 million unsecured revolving facility with a maturity date of April 22, 2020. On June 19, 2019, we amended and restated, in its entirety, the Credit Facility (the “Amended and Restated Credit Facility”) which, subsequent to the amendment and restatement, is comprised of a $750.0 million unsecured revolving facility (the “Revolver”) maturing on June 19, 2024. Under the Amended and Restated Credit Facility, pricing on the Revolver is dependent upon our unsecured debt credit ratings. At the Company’s current Baa2/BBB level, amounts drawn under the Revolver are priced at 1.10% over LIBOR, inclusive of a facility fee of 0.15%. We incurred costs of $3.9 million in 2019 in connection with amending and restating the Credit Facility and capitalized such costs as a component of Loan procurement costs, net of amortization on the consolidated balance sheets.
On June 20, 2011, we entered into an unsecured term loan agreement (the “Term Loan Facility”), which was subsequently amended on June 18, 2013 and August 5, 2014, consisting of, among other things, a $100.0 million unsecured term loan with a seven-year maturity that was repaid on June 19, 2019.
Our unsecured term loans under the Credit Facility and Term Loan Facility are summarized below:
Under the Amended and Restated Credit Facility, our ability to borrow under the Revolver is subject to ongoing compliance with certain financial covenants which include, among other things, (1) a maximum total indebtedness to total asset value of 60.0%, and (2) a minimum fixed charge coverage ratio of 1.5:1.0. As of September 30, 2019, we were in compliance with all of our financial covenants.
47
At-the-Market Equity Program
We maintain an “at-the-market” equity program that enables us to sell up to 50.0 million common shares through sales agents pursuant to equity distribution agreements (the “Equity Distribution Agreements”).
During the nine months ended September 30, 2019, we sold a total of 5.9 million common shares under the Equity Distribution Agreements at an average sales price of $33.64 per share, resulting in gross proceeds of $198.4 million under the program. We incurred $2.1 million of offering costs in conjunction with the sales during the nine months ended September 30, 2019. We used proceeds from the sales conducted during the nine months ended September 30, 2019 to fund acquisitions of self-storage properties and for general corporate purposes. As of September 30, 2019, 4.6 million common shares remained available for issuance under the Equity Distribution Agreements.
Recent Developments
On October 25, 2019, we acquired a self-storage property located in Texas for a purchase price of $7.3 million.
On October 11, 2019, we issued $350.0 million in aggregate principal amount of unsecured senior notes due February 15, 2030, which bear interest at a rate of 3.000% per annum (the “2030 Notes”). The 2030 Notes were priced at 99.623% of the principal amount to yield 3.043% to maturity. Net proceeds from the offering of $346.4 million were used to repay all of the outstanding indebtedness under the Revolver and for working capital and other general corporate purposes.
On October 7, 2019, we sold a self-storage property located in Texas, which was held for sale as of September 30, 2019, for a sales price of $4.1 million.
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, 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.
We use NOI as a measure of operating performance at each of our stores, and for all of our stores 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:
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 (the “White Paper”), as amended and restated, 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 stores. 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.
49
The following table presents a reconciliation of net income attributable to the Company’s common shareholders to FFO attributable to common shareholders and OP unitholders for the three and nine months ended September 30, 2019 and 2018 (in thousands).
Net income attributable to the Company’s common shareholders
Add (deduct):
Real estate depreciation and amortization:
Real property
42,599
34,537
120,228
103,142
Company’s share of unconsolidated real estate ventures
1,612
2,752
5,368
7,763
Gains from sale of real estate, net (1)
(10,667)
1,283
1,285
FFO attributable to common shareholders and OP unitholders
86,791
80,665
243,284
227,923
Add:
Loan procurement amortization expense - early repayment of debt
141
FFO, as adjusted, attributable to common shareholders and OP unitholders
243,425
1,866
2,038
1,886
2,017
Weighted average diluted shares and units outstanding
195,683
188,954
192,660
186,846
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 3. 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 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 rates chosen.
As of September 30, 2019, our consolidated debt consisted of $1,595.1 million of outstanding mortgages and unsecured senior notes that are subject to fixed rates. Additionally, as of September 30, 2019, there were $238.0 million of outstanding credit facility borrowings 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 on our variable rate debt increase by 100 basis points, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $2.4 million a year. If market interest rates on our variable rate debt decrease by 100 basis points, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $2.4 million a year.
If market rates of interest increase by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would decrease by approximately $84.3 million. If market rates of interest decrease by 100 basis points, the fair value of our outstanding fixed-rate mortgage debt and unsecured senior notes would increase by approximately $93.6 million.
ITEM 4. 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.
Controls and Procedures (Operating Partnership)
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.
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 its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To our knowledge and except as otherwise disclosed in this quarterly report, no legal proceedings are pending against us, other than routine actions and administrative proceedings, and other actions not deemed material, and which, in the aggregate, are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Repurchases of Parent Company Common Shares
The following table provides information about repurchases of the Parent Company’s common shares during the three months ended September 30, 2019:
Shares
Purchased (1)
AveragePrice PaidPer Share
TotalNumber ofSharesPurchasedas Part ofPubliclyAnnouncedPlans or Programs
Maximum
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
July 1 - July 31
322
33.23
N/A
3,000,000
August 1 - August 31
35.21
September 1 - September 30
35.11
718
34.29
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 6. EXHIBITS
Exhibit No.
Exhibit Description
Form of $350.0 million aggregate principal amount of the Operating Partnership’s 3.000% senior notes due February 15, 2030, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.
4.2
Form of CubeSmart Guarantee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.
4.3
Seventh Supplemental Indenture, dated of as October 11, 2019, among CubeSmart, CubeSmart, L.P. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on October 11, 2019.
10.1
First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and Wells Fargo Securities, LLC. (filed herewith)
10.2
First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and Barclays Capital Inc. (filed herewith)
10.3
First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and BofA Securities, Inc. (filed herewith)
10.4
First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and Jefferies LLC. (filed herewith)
First Amendment to the Amended and Restated Equity Distribution Agreement, dated July 29, 2019, by and among CubeSmart, CubeSmart, L.P. and RBC Capital Markets, LLC. (filed herewith)
31.1
Certification of Chief Executive Officer of CubeSmart as 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. (filed herewith)
31.2
Certification of Chief Financial Officer of CubeSmart as 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. (filed herewith)
31.3
Certification of Chief Executive Officer of CubeSmart, L.P., as 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. (filed herewith)
31.4
Certification of Chief Financial Officer of CubeSmart, L.P., as 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. (filed herewith)
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. (furnished herewith)
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. (furnished herewith)
101
The following CubeSmart and CubeSmart, L.P. financial information for the nine months ended September 30, 2019, formatted in iXBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. (filed herewith)
104
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
54
SIGNATURES OF REGISTRANT
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: October 25, 2019
By:
/s/ Christopher P. Marr
Christopher P. Marr, Chief Executive Officer
(Principal Executive Officer)
/s/ Timothy M. Martin
Timothy M. Martin, Chief Financial Officer
(Principal Financial Officer)
55