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Section 1: 8-K (8-K)

cube_Current folio_8K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 26, 2019  (July 25, 2019)

 

CUBESMART

CUBESMART, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

Maryland (CubeSmart)
Delaware (CubeSmart, L.P.)

001-32324

000-54462

20-1024732
34-1837021

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

5 Old Lancaster Road

Malvern, Pennsylvania 19355

 

 

(Address of Principal Executive Offices)

 

 

(610) 535-5000

(Registrant’s telephone number, including area code)

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 

 

Emerging Growth Company (CubeSmart) ☐

Emerging Growth Company (CubeSmart, L.P.) ☐

 

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.

 

CubeSmart ☐

CubeSmart, L.P. ☐

Item 2.02    Results of Operations and Financial Condition.

 

On July 25, 2019, CubeSmart (the “Company”) announced its financial results for the three and six months ended June 30, 2019.  A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01    Regulation FD Disclosure. 

 

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

The Company believes that certain statements in the information attached as Exhibit 99.1 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

 

Item 9.01    Financial Statements and Exhibits.

 

(a)           Not applicable.

 

(b)           Not applicable.

 

(c)           Not applicable.

 

(d)           Exhibits. The following exhibit is being furnished herewith to this Current Report on Form 8-K.

 

 

 

 

Exhibit No.

 

Description

99.1 

 

CubeSmart Earnings Press Release, dated July 25, 2019, announcing the financial results for the three and six months ended June 30, 2019

 

 

 

 

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

CUBESMART

 

 

 

 

By:

/s/ Timothy M. Martin

 

Name:

Timothy M. Martin

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

CUBESMART, L.P.

 

 

 

 

By:

/s/ Timothy M. Martin

 

Name:

Timothy M. Martin

 

Title:

Chief Financial Officer

 

Date: July 26, 2019

 

 

3

 

EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

99.1 

 

CubeSmart Earnings Press Release, dated July 25, 2019, announcing the financial results for the three and six months ended June 30, 2019 

 

4

 

(Back To Top)

Section 2: EX-99.1 (EX-99.1)

cube_Ex_99-1

Exhibit 99.1

News Release – July 25, 2019

 

CubeSmart Reports Second Quarter 2019 Results

 

MALVERN, PA -- (Globe Newswire) – July 25,  2019 -- CubeSmart (NYSE: CUBE) today announced its operating results for the three and six months ended June 30, 2019.

 

“We had a very active and productive second quarter. Our HVP III venture came full circle, as we and our partner each achieved our strategic objectives for the investment. The venture sold 50 of its 68 stores to an unaffiliated third-party buyer, enabling us to unlock our promoted interest and buy out our partner in the 18 assets we targeted at the outset for an attractive valuation,” commented President and Chief Executive Officer Christopher P. Marr. “Additionally, we added 59 stores to our third-party management platform during the quarter and opened two development properties. We remain focused on maintaining a disciplined approach to capital allocation and generating attractive risk-adjusted returns for shareholders.”

   

Key Highlights for the Quarter

 

·

Reported earnings per share (“EPS”) attributable to the Company’s common shareholders of $0.26.

·

Reported funds from operations (“FFO”) per share, as adjusted, of $0.42, representing a year-over-year increase of 2.4%.

·

Increased same-store (467 stores) net operating income (“NOI”) 1.3% year over year, driven by 2.0% revenue growth and a 3.8% increase in property operating expenses.

·

Same-store occupancy during the quarter averaged 93.1% and ended the quarter at 93.7%.  

·

Our HVP III joint venture sold 50 properties for $293.5 million.

·

Acquired our partner’s 90% interest in the remaining 18 properties owned by HVP III for $128.3 million.

·

Closed on three additional property acquisitions totaling $20.6 million.

·

Opened for operation two development properties for a total investment of $72.6 million.

·

Sold 3.4 million common shares at an average sales price of $33.30 per share, resulting in net proceeds of $110.5 million.

·

Amended and restated our unsecured revolving credit facility, increasing the size from $500 million to $750 million.

·

Added 59 stores to our third-party management platform during the quarter, bringing our total third-party managed store count to 648.

 

Financial Results

 

Net income attributable to the Company’s common shareholders was $49.4 million for the second quarter of 2019, compared with $38.4 million for the second quarter of 2018. A significant driver of the year over year increase was the Company’s 10% portion of the $106.7 million gain on sale of real estate recognized by our HVP III joint venture. EPS attributable to the Company’s common shareholders was $0.26 for the second quarter of 2019, compared with $0.21 for the same period last year.

 

FFO, as adjusted, was $81.1 million for the second quarter of 2019, compared with $75.8 million for the second quarter of 2018. FFO per share, as adjusted, increased 2.4% to $0.42 for the second quarter of 2019, compared with $0.41 for the same period last year. 

 

 

 

Second Quarter 2019

Picture 10 

Page  1

 

 

Investment Activity

 

Acquisition Activity

   

During the quarter ended June 30, 2019, the Company acquired 21 stores located in Arizona (1), Florida (2), Georgia (1), Massachusetts (7), North Carolina (1), South Carolina (7), and Tennessee (2) for $148.8 million. In total for the year through the date of this press release, the Company has acquired 22 properties for $170.8 million and currently has three additional properties under contract for $66.4 million that are expected to close by the first quarter of 2020.

 

Unconsolidated Joint Venture Activity

 

On June 5, 2019, the Company’s joint venture, HVP III, sold 50 of its 68 stores to an unaffiliated third-party buyer for $293.5 million, resulting in a gain to the venture of $106.7 million. On June 6, 2019, the Company acquired its partner’s 90% ownership interest in the venture’s remaining 18 properties. The purchase price for its partner’s ownership interest was $128.3 million, comprised of cash consideration of $120.0 million plus $8.3 million of the Company’s escrowed proceeds from the venture’s sale of the 50 properties.

 

During the second quarter of 2019 and through the date of this press release, the Company’s joint venture, HVP IV, acquired four properties located in Florida (1), Pennsylvania (1) and Texas (2) for $42.2 million. Additionally, HVP IV has three properties under contract for $71.0 million that are expected to close during the remainder of 2019. 

 

Development Activity

 

During the second quarter of 2019, the Company opened for operation two development properties, one located in New York and one located in New Jersey, for a total investment of $72.6 million. As of June 30, 2019, the Company had five joint venture development properties under construction. The Company anticipates investing a total of $126.0 million related to these projects and had invested $63.6 million of that total as of June 30, 2019. These stores are located in New York (2), Massachusetts (2), and Virginia and are expected to open at various times between the third quarter of 2019 and the first quarter of 2021.

   

Third-Party Management

 

As of June 30, 2019, the Company’s third-party management program included 648 stores totaling 42.8 million square feet. During the three and six months ended June 30, 2019, the Company added 59 stores and 105 stores, respectively, to its third-party management program.

 

Same-Store Results

 

The Company’s same-store portfolio at June 30, 2019 included 467 stores containing approximately 32.4 million rentable square feet, or approximately 89.9% of the aggregate rentable square feet of the Company’s 516 owned stores.  These same-store properties represented approximately 94.2% of property net operating income for the quarter ended June 30, 2019.

 

Same-store physical occupancy at period end for the second quarter of 2019 was 93.7%, compared with 94.1%

for the same quarter of last year.  Same-store revenues for the second quarter of 2019 increased 2.0% and same-store operating expenses increased 3.8% from the same quarter in 2018. Same-store net operating income increased 1.3%, as compared with the same period in 2018.

 

Second Quarter 2019

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Page  2

 

 

Operating Results

 

As of June 30, 2018, the Company’s total owned portfolio included 516 stores containing 36.0 million rentable square feet and had a physical occupancy of 91.6%.

 

Revenues increased $11.2 million and property operating expenses increased $0.6 million in the second quarter of 2019, as compared with the same period in 2018.  Increases in revenues were primarily attributable to increased net effective rents in the same-store portfolio as well as revenues generated from property acquisitions and recently opened development properties. Increases in property operating expenses were primarily attributable to increased expenses associated with newly acquired or developed stores.

 

Interest expense increased from $15.5 million during the three months ended June 30, 2018 to $18.1 million during the three months ended June 30, 2019, an increase of $2.6 million. The increase is attributable to a higher amount of outstanding debt and higher interest rates during the 2019 period. To fund a portion of the Company’s growth, the average debt balance during the three months ended June 30, 2019 increased approximately $128 million from the same period in 2018 from $1,694 million to $1,822 million. The weighted average effective interest rate on our outstanding debt increased from 3.91% for the three months ended June 30, 2018 to 4.13% for the three months ended June 30, 2019. 

 

Financing Activity

 

On June 19, 2019, the Company amended and restated its unsecured revolving credit facility.  The amendment increased the size of the facility from $500 million to $750 million, decreased the pricing, and extended the maturity date from April 22, 2020 to June 19, 2024.  At closing, the Company used an advance on the facility to repay the outstanding indebtedness under the $100 million term loan facility that was scheduled to mature in January 2020.

 

During the second quarter, the Company sold 3.4 million common shares of beneficial interest through its “at-the-market” equity program (“ATM”) at an average sales price of $33.30 per share, resulting in net proceeds of $110.5 million, after deducting offering costs. As of June 30, 2019, the Company had 6.3 million shares available for issuance under the existing equity distribution agreements.

 

Quarterly Dividend

 

On May 14, 2019, the Company declared a dividend of $0.32 per common share. The dividend was paid on July 15, 2019 to common shareholders of record on July 1, 2019.

 

2019 Financial Outlook

 

“We continue to raise capital to support our disciplined growth strategy. During the quarter, we were active using the ATM and with the upsized and extended credit facility and repayment of the term loan, we have addressed the majority of our debt maturities through 2021,” commented Chief Financial Officer Tim Martin. “As demonstrated by our transaction activity during the quarter, we remain focused on pursuing attractive investment opportunities in our target markets and intend to fund our growth by utilizing a balance of cash flow, equity proceeds and unsecured borrowings in a manner consistent with our investment grade ratings.” 

 

The Company is adjusting its previously issued estimates and now expects that its fully diluted FFO per share, as adjusted, for 2019 will be between $1.66 and $1.69 (previously between $1.65 and $1.69), and that its fully diluted earnings per share for the period will be between $0.85 and $0.88 (previously $0.85 and $0.89). Due to

 

Second Quarter 2019

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uncertainty related to the timing and terms of transactions, the impact of any potential future speculative investment activity is excluded from guidance.  For 2019, the same store pool consists of 467 properties totaling 32.4 million square feet.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Ranges for

 

 

 

 

 

2019 Full Year Guidance Range Summary

    

 

 

Annual Assumptions

 

 

 

Prior Guidance(1)

 

Same-store revenue growth

 

 

 

 

1.50%

 

to

 

 

2.50%

 

 

 

 

1.50%

 

to

 

 

2.50%

 

Same-store expense growth

 

 

 

 

3.0%

 

to

 

 

4.0%

 

 

 

 

3.0%

 

to

 

 

4.0%

 

Same-store NOI growth

 

 

 

 

1.00%

 

to

 

 

2.25%

 

 

 

 

1.00%

 

to

 

 

2.25%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of wholly-owned operating properties

 

 

 

$

200.0M

 

to

 

$

250.0M

 

 

 

$

75.0M

 

to

 

$

150.0M

 

Acquisition of properties at C/O

 

 

 

$

0

 

 

 

 

$

0

 

 

 

$

0

 

 

 

 

$

0

 

New development openings

 

 

 

$

131.6M

 

 

 

 

$

131.6M

 

 

 

$

129.4M

 

 

 

 

$

129.4M

 

Dispositions

 

 

 

$

0

 

to

 

$

50.0M

 

 

 

$

0

 

to

 

$

50.0M

 

Dilution from properties in lease-up

 

 

 

$

(0.09)

 

to

 

$

(0.10)

 

 

 

$

(0.09)

 

to

 

$

(0.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management fee income

 

 

 

$

22.0M

 

to

 

$

24.0M

 

 

 

$

22.0M

 

to

 

$

24.0M

 

General and administrative expenses

 

 

 

$

38.5M

 

to

 

$

39.5M

 

 

 

$

38.5M

 

to

 

$

39.5M

 

Interest and loan amortization expense

 

 

 

$

76.5M

 

to

 

$

78.5M

 

 

 

$

76.5M

 

to

 

$

78.5M

 

Weighted average shares and units

 

 

 

 

194.4M

 

 

 

 

 

194.4M

 

 

 

 

190.8M

 

 

 

 

 

190.8M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per diluted share allocated to common shareholders

 

 

 

$

0.85

 

to

 

$

0.88

 

 

 

$

0.85

 

to

 

$

0.89

 

Plus: real estate depreciation and amortization

 

 

 

$

0.87

 

 

 

 

$

0.87

 

 

 

$

0.80

 

 

 

 

$

0.80

 

Less: gain from sale of real estate

 

 

 

$

(0.06)

 

 

 

 

$

(0.06)

 

 

 

$

0.00

 

 

 

 

$

0.00

 

FFO per diluted share, as adjusted

 

 

 

$

1.66

 

to

 

$

1.69

 

 

 

$

1.65

 

to

 

$

1.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Prior guidance as included in our first quarter earnings release dated April 25, 2019.

 

 

 

 

 

 

 

 

 

 

 

 

3rd Quarter 2019 Guidance

    

Range or Value

 

Earnings per diluted share allocated to common shareholders

 

$

0.20

 

to

 

$

0.21

 

Plus: real estate depreciation and amortization

 

 

0.23

 

 

 

 

0.23

 

FFO per diluted share, as adjusted

 

$

0.43

 

to

 

$

0.44

 

 

 

 

 

 

 

 

 

 

 

 

Conference Call

 

Management will host a conference call at 11:00 a.m. ET on Friday, July 26, 2019 to discuss financial results for the three and six months ended June 30, 2019.

 

A live webcast of the conference call will be available online from the investor relations page of the Company's corporate website at www.cubesmart.com. Telephone participants may avoid any delays in joining the conference call by pre-registering for the call using the following link to receive a special dial-in number and PIN: http://dpregister.com/10132878.  

 

Telephone participants who are unable to pre-register for the conference call may join on the day of the call using 1-877-506-3281 for domestic callers, +1-412-902-6677 for international callers, or 1-855-669-9657 for

callers in Canada. After the live webcast, the call will remain available on CubeSmart's website for 30 days. In addition, a telephonic replay of the call will be available through August 26, 2019. The replay numbers are 1-

 

Second Quarter 2019

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877-344-7529 for domestic callers, +1-412-317-0088 for international callers, and 1-855-669-9658 for callers in Canada. For callers accessing a telephonic replay, the conference number is 10132878.

 

Supplemental operating and financial data as of June 30, 2019 is available on the Company’s corporate website under Investor Relations - Financial Information - Financial Reports.

 

About CubeSmart

 

CubeSmart is a self-administered and self-managed real estate investment trust. The Company's self-storage properties are designed to offer affordable, easily accessible and secure storage space for residential and commercial customers.  According to the 2019 Self-Storage Almanac, CubeSmart is one of the top three owners and operators of self-storage properties in the United States.

 

Non-GAAP Financial Measures

 

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 the Company's stores. Given the nature of its business as a real estate owner and operator, the Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States. The Company believes that FFO is useful to management and investors as a starting point in measuring its operational performance because FFO excludes various items included in net income that do not relate to or are not indicative of its 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. The Company’s 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 the Company’s 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 the Company’s ability to make cash distributions. The Company believes that to further understand its performance, FFO should be compared with its reported net income and considered in addition to cash flows computed in accordance with GAAP, as presented in its Consolidated Financial Statements.

 

FFO, as adjusted represents FFO as defined above, excluding the effects of acquisition related costs, gains or losses from early extinguishment of debt, and other non-recurring items, which the Company believes are not indicative of the Company’s operating results.

 

The Company defines net operating income, which it refers 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

 

Second Quarter 2019

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(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.

 

Management uses NOI as a measure of operating performance at each of its stores, and for all of its stores in the aggregate. NOI should not be considered as a substitute for 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. The Company believes NOI is useful to investors in evaluating operating performance because it is one of the primary measures used by management and store managers to evaluate the economic productivity of the Company’s stores, including the ability to lease stores, increase pricing and occupancy, and control property operating expenses. Additionally, NOI helps the Company’s investors meaningfully compare the results of its operating performance from period to period by removing the impact of its capital structure (primarily interest expense on outstanding indebtedness) and depreciation of the basis in its assets from operating results.

 

Forward-Looking Statements

 

This presentation, together with other statements and information publicly disseminated by CubeSmart (“we,” “us,” “our” or the “Company”), 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 presentation, 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 presentation or as of the dates otherwise indicated in such forward-looking statements. All of our forward-looking statements, including those in this presentation, 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 presentation. Any forward-looking statements should be considered in light of the risks and uncertainties referred to in Item 1A. “Risk Factors” in our Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (“SEC”). These risks include, but are not limited to, the following:

 

adverse changes in the national and local economic, business, real estate and other market conditions;

the effect of competition from existing and new self-storage properties on our ability to maintain or raise occupancy and rental rates;

the execution of our business plan;

reduced availability and increased costs of external sources of capital;

 

Second Quarter 2019

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

increases in interest rates and operating costs;

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

risks related to our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes;

failure of acquisitions and developments to close on expected terms, or at all, or to perform as expected;

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

the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives;

reductions in asset valuations and related impairment charges;

security breaches or a failure of our networks, systems or technology, which could adversely impact our business, customer and employee relationships;

changes in real estate and zoning laws or regulations;

risks related to natural disasters or acts of violence, terrorism, or war that affect the markets in which we operate;

potential environmental and other liabilities;

 uninsured losses and the ability to obtain insurance coverage against risks and losses;

 the ability to attract and retain talent in the current labor market;

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

other risks identified in Item 1A of our Annual Report on Form 10-K and, from time to time, in other reports that we file with the SEC or in other documents that we publicly disseminate.

Given these uncertainties, 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 in securities laws.

Contact:

                                 

CubeSmart                            

Charles Place

Director, Investor Relations

(610) 535-5700

 

 

Second Quarter 2019

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CUBESMART AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2019

    

2018

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Storage properties

 

$

4,640,556

 

$

4,463,455

 

Less: Accumulated depreciation

 

 

(905,403)

 

 

(862,487)

 

Storage properties, net (including VIE assets of $140,474 and $330,986, respectively)

 

 

3,735,153

 

 

3,600,968

 

Cash and cash equivalents

 

 

11,103

 

 

3,764

 

Restricted cash

 

 

4,280

 

 

2,718

 

Loan procurement costs, net of amortization

 

 

4,505

 

 

963

 

Investment in real estate ventures, at equity

 

 

86,914

 

 

95,796

 

Other assets, net

 

 

105,514

 

 

48,763

 

Total assets

 

$

3,947,469

 

$

3,752,972

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Unsecured senior notes, net

 

$

1,489,088

 

$

1,143,524

 

Revolving credit facility

 

 

257,150

 

 

195,525

 

Unsecured term loans, net

 

 

 —

 

 

299,799

 

Mortgage loans and notes payable, net

 

 

106,596

 

 

108,246

 

Accounts payable, accrued expenses and other liabilities

 

 

164,533

 

 

149,914

 

Distributions payable

 

 

62,029

 

 

60,627

 

Deferred revenue

 

 

25,230

 

 

22,595

 

Security deposits

 

 

472

 

 

474

 

Total liabilities

 

 

2,105,098

 

 

1,980,704

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

62,385

 

 

55,819

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Common shares $.01 par value, 400,000,000 shares authorized, 191,626,376 and 187,145,103 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively

 

 

1,916

 

 

1,871

 

Additional paid-in capital

 

 

2,610,939

 

 

2,500,751

 

Accumulated other comprehensive loss

 

 

(769)

 

 

(1,029)

 

Accumulated deficit

 

 

(838,197)

 

 

(791,915)

 

Total CubeSmart shareholders’ equity

 

 

1,773,889

 

 

1,709,678

 

Noncontrolling interests in subsidiaries

 

 

6,097

 

 

6,771

 

Total equity

 

 

1,779,986

 

 

1,716,449

 

Total liabilities and equity

 

$

3,947,469

 

$

3,752,972

 

 

 

Second Quarter 2019

Picture 10 

Page  8

 

CUBESMART AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 

 

Six Months Ended June 30, 

 

 

    

2019

    

2018

    

2019

    

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

136,027

 

$

127,843

 

$

267,619

 

$

252,004

 

Other property related income

 

 

16,922

 

 

15,047

 

 

32,597

 

 

29,294

 

Property management fee income

 

 

6,068

 

 

4,925

 

 

11,646

 

 

9,394

 

Total revenues

 

 

159,017

 

 

147,815

 

 

311,862

 

 

290,692

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

50,120

 

 

49,528

 

 

101,545

 

 

98,282

 

Depreciation and amortization

 

 

40,663

 

 

35,046

 

 

79,105

 

 

70,012

 

General and administrative

 

 

9,800

 

 

8,341

 

 

18,947

 

 

17,085

 

Total operating expenses

 

 

100,583

 

 

92,915

 

 

199,597

 

 

185,379

 

OTHER (EXPENSE) INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on loans

 

 

(18,134)

 

 

(15,451)

 

 

(35,651)

 

 

(30,606)

 

Loan procurement amortization expense

 

 

(771)

 

 

(578)

 

 

(1,395)

 

 

(1,157)

 

Equity in earnings (losses) of real estate ventures

 

 

10,527

 

 

(309)

 

 

10,788

 

 

(493)

 

Other

 

 

(178)

 

 

189

 

 

(343)

 

 

493

 

Total other expense

 

 

(8,556)

 

 

(16,149)

 

 

(26,601)

 

 

(31,763)

 

NET INCOME

 

 

49,878

 

 

38,751

 

 

85,664

 

 

73,550

 

NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests in the Operating Partnership

 

 

(499)

 

 

(426)

 

 

(857)

 

 

(809)

 

Noncontrolling interest in subsidiaries

 

 

41

 

 

85

 

 

111

 

 

92

 

NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS

 

$

49,420

 

$

38,410

 

$

84,918

 

$

72,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share attributable to common shareholders

 

$

0.26

 

$

0.21

 

$

0.45

 

$

0.40

 

Diluted earnings per share attributable to common shareholders

 

$

0.26

 

$

0.21

 

$

0.45

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average basic shares outstanding

 

 

189,667

 

 

183,718

 

 

188,467

 

 

183,000

 

Weighted average diluted shares outstanding

 

 

190,543

 

 

184,523

 

 

189,286

 

 

183,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Second Quarter 2019

Picture 10 

Page  9

 

Same-Store Facility Results (467 stores)

(in thousands, except percentage and per square foot data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

Six Months Ended

 

 

 

 

 

June 30, 

 

Percent 

 

June 30, 

 

Percent 

 

    

2019

    

2018

    

Change

 

2019

    

2018

    

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

126,718

 

$

124,434

 

1.8

%  

 

$

250,834

 

$

245,483

 

2.2

%

Other property related income

 

 

13,485

 

 

12,981

 

3.9

%  

 

 

26,453

 

 

25,540

 

3.6

%

Total revenues

 

 

140,203

 

 

137,415

 

2.0

%  

 

 

277,287

 

 

271,023

 

2.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property taxes

 

 

15,340

 

 

14,694

 

4.4

%  

 

 

30,651

 

 

29,388

 

4.3

%

Personnel expense

 

 

11,465

 

 

11,021

 

4.0

%  

 

 

22,737

 

 

21,957

 

3.6

%

Advertising

 

 

2,585

 

 

2,524

 

2.4

%  

 

 

4,326

 

 

4,275

 

1.2

%

Repair and maintenance

 

 

1,706

 

 

1,579

 

8.0

%  

 

 

3,270

 

 

3,119

 

4.8

%

Utilities

 

 

3,690

 

 

3,863

 

(4.5)

%  

 

 

7,703

 

 

8,113

 

(5.1)

%

Property insurance

 

 

864

 

 

709

 

21.9

%  

 

 

1,580

 

 

1,404

 

12.5

%

Other expenses

 

 

5,601

 

 

5,351

 

4.7

%  

 

 

11,933

 

 

11,540

 

3.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

41,251

 

 

39,741

 

3.8

%  

 

 

82,200

 

 

79,796

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (1)

 

$

98,952

 

$

97,674

 

1.3

%  

 

$

195,087

 

$

191,227

 

2.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

70.6

%  

 

71.1

%  

 

 

 

 

70.4

%  

 

70.6

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period end occupancy (2)

 

 

93.7

%  

 

94.1

%  

 

 

 

 

93.7

%  

 

94.1

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period average occupancy (3)

 

 

93.1

%  

 

93.3

%  

 

 

 

 

92.3

%  

 

92.4

%  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total rentable square feet

 

 

32,394

 

 

 

 

 

 

 

 

32,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized annual rent per occupied square foot (4)

 

$

16.81

 

$

16.46

 

2.1

%  

 

$

16.78

 

$

16.40

 

2.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Same-Store Net Operating Income to Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store net operating income (1)

 

$

98,952

 

$

97,674

 

 

 

 

$

195,087

 

$

191,227

 

 

 

Non same-store net operating income (1)

 

 

6,074

 

 

1,835

 

 

 

 

 

10,887

 

 

3,592

 

 

 

Indirect property overhead (5)

 

 

3,871

 

 

(1,222)

 

 

 

 

 

4,343

 

 

(2,409)

 

 

 

Depreciation and amortization

 

 

(40,663)

 

 

(35,046)

 

 

 

 

 

(79,105)

 

 

(70,012)

 

 

 

General and administrative expense

 

 

(9,800)

 

 

(8,341)

 

 

 

 

 

(18,947)

 

 

(17,085)

 

 

 

Interest expense on loans

 

 

(18,134)

 

 

(15,451)

 

 

 

 

 

(35,651)

 

 

(30,606)

 

 

 

Loan procurement amortization expense

 

 

(771)

 

 

(578)

 

 

 

 

 

(1,395)

 

 

(1,157)

 

 

 

Equity in earnings (losses) of real estate ventures

 

 

10,527

 

 

(309)

 

 

 

 

 

10,788

 

 

(493)

 

 

 

Other

 

 

(178)

 

 

189

 

 

 

 

 

(343)

 

 

493

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

49,878

 

$

38,751

 

 

 

 

$

85,664

 

$

73,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Net operating income (“NOI”) in a non-GAAP (generally accepted accounting principles) financial measure. The above table reconciles same-store NOI to GAAP Net income.

(2)

Represents occupancy at June 30  of  the respective year.

(3)

Represents the weighted average occupancy for the period.

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

(5)Includes property management income earned in conjunction with managed properties.

 

Second Quarter 2019

Picture 10 

Page  10

 

Non-GAAP Measure – Computation of Funds From Operations

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

 

2019

 

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to the Company's common shareholders

 

$

49,420

 

$

38,410

 

$

84,918

 

$

72,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real property

 

 

39,903

 

 

34,346

 

 

77,629

 

 

68,605

 

Company's share of unconsolidated real estate ventures

 

 

1,812

 

 

2,593

 

 

3,756

 

 

5,011

 

Gains from sale of real estate, net (1)

 

 

(10,667)

 

 

 —

 

 

(10,667)

 

 

 —

 

Noncontrolling interests in the Operating Partnership

 

 

499

 

 

426

 

 

857

 

 

809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO attributable to common shareholders and OP unitholders

 

$

80,967

 

$

75,775

 

$

156,493

 

$

147,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan procurement amortization expense - early repayment of debt

 

 

141

 

 

 —

 

 

141

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO, as adjusted, attributable to common shareholders and OP unitholders

 

$

81,108

 

$

75,775

 

$

156,634

 

$

147,258