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Section 1: 8-K (FORM 8-K)

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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): September 10, 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)

 

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))

 

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 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. ¨

 

 

 

Co-Registrant CIK 0001300485
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2019-09-10
Co-Registrant Address Line One 5 Old Lancaster Road
Co-Registrant City or Town Malvern
Co-Registrant State Pennsylvania
Co-Registrant Zipcode 19355
Co-Registrant City Area Code 610
Co-Registrant Local Phone No. 535-5000
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

We are furnishing with this report a slide presentation (attached as Exhibit 99.1) that may be used in presentations to investors from time to time.

 

Item 7.01 Regulation FD Disclosure.

 

The information disclosed in Item 2.02 above is incorporated into this Item 7.01.

 

The information included in this Current Report on Form 8-K (including the exhibit hereto) is being furnished under Item 2.02, “Results of Operations and Financial Condition,” Item 7.01, “Regulation FD Disclosure” and Item 9.01 “Financial Statements and Exhibits” of Form 8-K. As such, the information (including the exhibit) herein shall not be deemed to be “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 incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing. This Current Report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.   Description
99.1   Slide Presentation dated September 2019
     
104   Cover Page formatted in Inline XBRL

 

 

 2 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Slide Presentation dated September 2019
     
104   Cover Page formatted in Inline XBRL

 

 

 3 

 

 

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
     
Date: September 10, 2019    
  By: /s/ Jeffrey P. Foster
  Name: Jeffrey P. Foster
  Title: Senior Vice President, Chief Legal Officer & Secretary
     
     
  CUBESMART, L.P.
     
  By: CubeSmart, its general partner
     
     
Date: September 10, 2019    
  By: /s/ Jeffrey P. Foster
  Name: Jeffrey P. Foster
  Title: Senior Vice President, Chief Legal Officer & Secretary

 

 4 

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

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CubeSmart September 2019 Investor Presentation

 

 

 

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Safe Harbor Statement The forward-looking statements contained in this presentation are subject to various risks and known and unknown uncertainties. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, there can be no assurance that the Company's expectations will be achieved. Factors which could cause the Company's actual results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements are set forth under the captions "Item 1A. Risk Factors" and "Forward-Looking Statements" in our annual report on Form 10-K and in our quarterly reports on Form 10-Q and described from time to time in the Company's filings with the SEC. Forward-looking statements are not guarantees of performance. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become Use of Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures. The definitions of these terms, the reasons for their use, and reconciliations to the most directly comparable GAAP measures are included in our Earnings Release as well as the Non-GAAP Financial Measures section under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in our quarterly reports on Forms 10-Q and 10-K, and described from time to time in the Company's filings with the SEC. 2

 

 

 

 

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Introduction to CubeSmart 1,164 Properties1 107% 5-year total shareholder return 165% 5-year Dividend Growth3 80% 5-year Growth in FFO per Share, as Adjusted4 $3.1 Billion in Acquisitions since 20101 3 September 2019 Investor Presentation 1. As of June 30, 2019 2. Market value of common equity and book value of debt as of June 30, 2019 3. Annual dividends declared in period ending December 31, 2018 4.Period ending December 31, 2018 3

 

 

 

 

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CubeSmart: It's what's inside that counts. Sophisticated Operating Platform Maximizing property cash flows to generate long-term value through a continually evolving marketing, revenue management and customer service platform High-Quality Portfolio Prudently building on our portfolio of high-quality assets with a disciplined growth strategy of investing in targeted markets to maximize risk-adjusted returns Disciplined Capital Allocation An investment-grade balance sheet provides the strength and flexibility to access the full array of capital sources to finance growth opportunities 4 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Integrated strategy to maximize customer acquisition and retention Customer Value Maximization Attract the greatest share of potential demand Marketing Continually evolving digital platforms pair with traditional marketing efforts to attract and convert potential customers Maximize value from each customer through an appealing value proposition Revenue Management Proprietary systems and processes dynamically inform pricing decisions to achieve the ultimate goal of revenue maximization Deliver an unparalleled experience to maximize customer retention and advocacy Customer Service Strategic investments in people, training, and technology help to better meet customer needs and exceed expectations of the storage experience 5 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Refined Customer Acquisition Strategy Integrated approach across all channels drives customers through the funnel Attract the greatest share of potential demand Maximize value from each customer through an appealing value proposition Deliver an unparalleled experience to encourage retention and advocacy 6 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Long-Term Revenue Maximization Multi-faceted approach to dynamically manage supply/demand balance Demand Forecast/Revenue Optimization Balance between Pricing & Discounting Attract the greatest share of potential demand Maximize value from each customer through an appealing value proposition Deliver an unparalleled experience to encourage retention and advocacy Price optimization requires consideration of a multi-dimensional demand landscape & ever-changing capacity constraints Maximizing the efficiency of our available space through dynamic inventory management, prioritization & cube conversions to create optimal cube availability Cube Mix & Inventory Management Goal of providing the most compelling offer that maximizes long-term customer value Dynamic in-place rate increase strategies leverage customer stickiness to maximize long-term revenue from each customer Existing Customer Rate Increases 7 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Proprietary Systems Drive Results Complex algorithms consider many factors to maximize revenue from every cube Attract the greatest share of potential demand Leveraging powerful forecasting & optimization models to dynamically set pricing & promotion strategy across the portfolio Maximize value from each customer through an appealing value proposition Deliver an unparalleled experience to encourage retention and advocacy 8 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Understanding the Needs of Our Customers Striving to fulfill our mission of simplifying our customers' organizational challenges Attract the greatest share of potential demand Maximize value from each customer through an appealing value proposition Deliver an unparalleled experience to encourage retention and advocacy Single Enterprising Downsizing Moving Senior Sam Remarried Renovating Sonia Erik Dave Mary Ryan Rita "Asa single "Our business "We lived in our "At the end of "When my wife "People thought 1 "1 didn't realize woman, safety isn't big enough family home for our move, we passed, 1 could was crazy to how much is critical to for a warehouse, 34 years, and so were tired. The barely imagine marry a woman additional me. 1 don't but we have did my full last thing we life without with three girls, stress would want to definitely workshop, my wanted was to her, let alone when 1 have three come with navigate long, outgrown the wife's lamp have to jump finding a boys already. Part building an dark hallways home office. We collection and through hoops storage unit to of making us one addition. My by myself. 1 need a place everything in to get our extra care for my family means house feels need bright where we can between. things in things. But, 1 making some like it's in lights, open access our Moving to a storage. Lucky was grateful detours to the shambles at areas, and supplies without house without a for us, we got that storage unit while the moment. above all, 1 a hassle." basement was squared away CubeSmart our households But, at least 1 need to feel incredibly in record time made things merge. 1 like that know the safe." stressful. We at CubeSmart, easy for me they have a family important needed the and before we and was very feel, too. They things are experts at knew it, we kind to me greet all of us by clean and safe, CubeSmart to were back throughout the name, which is and in a secure help us solve home whole impressive, since spot at our space relaxing." process." there are a lot of CubeSmart. puzzle." us!" 9 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Award-Winning Service Culture Attract the greatest share of potential demand Maximize value from each customer through an appealing value proposition Deliver an unparalleled experience to encourage retention and advocacy Redefining Service in the Self-Storage Industry Since 2012, CubeSmart has been repeatedly-honored for outstanding achievements, including: I 5-time winner of Inside Self-Storage, Best of Business This readers-choice poll honors companies and organizations 1 that are leaders in their cateaories neir cateaone: 7-time winner of the Gold Stevie Award This program recognizes the accomplishments and contributions of companies and business people worldwide 10 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Third-Party Owners Continually Choose CubeSmart Owners repeatedly trust their investments to the CubeSmart platform 1. As of June 30, 2019 11 September 2019 Investor Presentation

 

 

 

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Sophisticated Operating Platform Building a Mutually Beneficial Partnership We treat Third-Party Management as a true partnership with property owners CubeSmart benefits from offering management services Increased scale & market penetration Management fee revenue Acquisition pipeline To date, we have acquired 86 properties for $796 million from our third-party platform1 Owners continue to recognize the advantages of CubeSmart management Strong performance from our sophisticated operating platform Personalized, owner-focused approach Robust back-office support Real-time reporting 1. As of June 30, 2019 12 September 2019 Investor Presentation

 

 

 

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High-Quality Portfolio National Platform with a Focus in Core Markets revenue1 Our top 12 markets are major metro areas which generate 68°/o of • Owned & Managed Managed Only ® Top 12 Market 131 September 2019 Investor Presentation 1. Second Quarter 2019 2. Property Counts as of June 30,2019

 

 

 

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High-Quality Portfolio Enhancing a high-quality portfolio with a focus on top-25 MSAs Continued focus on enhancing our presence in top markets with leading demographics and attractive returns Since 2010,77% of acquisitions were in top 25 MSAs, while all new developments were in top 10 MSAs 1. Source: Bank of America Merrill Lynch Research Report dated January 9, 2019 2. 2019 Population Source: Evercore ISI Research Report dated August 15, 2019 14 September 2019 Investor Presentation

 

 

 

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High-Quality Portfolio New York City Market Leader Leading operator of high-quality stores in this premier market Market Dynamics Leading Self-Storage Demographics1 Dynamic and diverse population of more than 8.5 million resident 68% of residents are renters compared to a national average of 36% Available storage square feet per capita of 2.1, well below the national average of 7.1 Increased Barriers to Entry2 Newly enacted IBZ Regukations reduce the land zoned by-it for self storage by nearly 50% Focus & Scale CUBE is the market leader in New York City with 35 owned stores We continued to look to add value and enhance our portfolio in the boroughs should attractive opportunities present themselves 1. Source: US Census Bureau, 2018 Self Storage Almanac, Internal Market Research 2. Source: New York City Department of City Planning 15 September 2019 Investor Presentation

 

 

 

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High-Quality Portfolio Enhancing the portfolio with New Properties Adding value through the development of purpose-built, class A stores Acquisitions at C/01 Development1 2017 $168.0M TotalN Palm Beach, FL Washington, DC New York, NY Brooklyn, NY $40.3MTotal Chicago, IL (2) Delray Beach, FL 2018 $92.1MTotal Bronx, NY $19.1MTotal San Diego, CA 2019 $131.6MTotal Queens, NY Bayonne, NJ Waltham, MA Brooklyn, NY No Current C/0 Projects $67.0M Total Newton, MA East Meadow, NY Arlington, VA No Current C/O Projects 16 September 2019 Investor Presentation

 

 

 

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High-Quality Portfolio Continued Investment in our Existing Portfolio Adding meaningful value to existing stores through capital projects and upgrades Before After Parsippany,NJ In addition to maintenance capex we look to add incremental value by investing in the upgrade of our existing assets: Property expansions Climate-controlled conversions Solar projects Lighting upgrades Cube mix conversions Office facade upgrades 17 September 2019 Investor Presentation

 

 

 

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Disciplined Capital Allocation Extensive Access to Capital Access to the full spectrum of capital sources to meet obligations and fund growth Debt to Gross Assets 100 .0% 900% 80.0% 70.0% 60.0% 50.0% 4 00% 30.0% 20 .0% 10.0% 0.0% • Raised $1.4 billion in net proceeds • • Six unsecured note issuances since 2012 • $750 million revolving line of credit 1 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019( ) • Teamed with partners to acquire $942 •Sec u red De bt • Unsec u red De bt • Pref e rred Eq u i ty • 181 September 2019 Investor Presentation 1. As of June 30, 2019 • JointVentures million of properties in joint ventures CUBE equity contribution of $145 million • Common Equity • Unsecured Senior Notes $1.5 billion of notes issued • Credit Facility Demonstrated an ability to access a variety of sources of capital, raising over $3.8 billion since 2010 1

 

 

 

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Disciplined Capital Allocation Investment-Grade Balance Sheet Conservative balance sheet builds stability and flexibility Net Debt/EBITDA1 Coverage Ratio1.2 Debt Maturity Schedule3 MOODY’S Baa2 [stable] STANDARD &POOR’S BBB[stable] 19 september 2019 Investor Presentation 1. Source: Company Filings, as of December 31 of each stated year 2. Calculated as annual EBITDA/Interest Expense 3. As of June 30,2019

 

 

 

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Disciplined Capital Allocation Funds From Operations Growth & Dividend Growth Growing FFO has generated meaningful increases in distributions FFO per Share, as adjusted Annual Dividend per Share1 Steady FFO,as djusted, growth has supported meaningful and consistent dividend growth, with a conservative payout ratio of 74.4%2 20 September 2019 Investor Presentation 1.Dividends declared in each calendar year 2. Calculated as full year 2018 dividends declared/FFO per share as adjusted

 

 

 

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Current Operaing Environment Self-storage continues to be an attractive sector Steady Cash Flow Growth Revenue and cash flows continue to grow despite introduction of new supply in many markets Short lease terms allow the sector to quickly capitalize on inflationary pressures Stable Demand Trends Broad-based demand sources and continued increase in utilization of self storage Demand growth remains steady, allowing for absorption of new supply introduced into the market Fragmented Industry There is still significant opportunity for consolidation in the industry and REITs continue to have meaningful operational advantages due to sophisticated systems and processes 21 September 2019 Investor Presentation

 

 

 

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Currrent Operating Environment Generating Outsized Results Sophisticated platform maximizes perormance Constantly evolving marketing techniques coupled with dynamic revenue management systems and award-winning customer service drive outperformance 5 Year Performance CUBE vs. Storage REIT peer Average(1) 22 September 2019 Investor Presentation Source: Cube, EXR, PSA, & LSI Company Filings 1) For the 5 year period ended December 31,2018

 

 

 

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Current Operating Environment Recent Highlights Executing on strategic objectives Organic Growth 2019 YTD Same- Store Results1 NOI +2.0% Revenue +2.3% Expenses +3.0% NOI Margin 70.4% External Growth 2019 Activity $170.8 million in acquisitions2 $72.6 million in new development openings2 105 new third-party management contracts1 Financing Issued $350 million of 4.375% unsecured senior notes in January 2019 Sold 4.1 million shares through ATM for net proceeds of $135.1million 23 September 2019 Investor Presentation 1. Financial Data from January 1, 2019 through June 30,2019 2. Activity closed from January 1, 2019 through second quarter 2019 earnings press release dated July 25,2019.

 

 

 

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CubeSmart: It’s what’s inside that counts Sophisticated Operating Platform Maximizing property cash flows to generate long term value through a continually evolving marketing, revenue management, and customer service platform High-Quality Portfolio Prudently building on our portfolio of high-quality assets with a disciplined growth strategy of investing in targeted markets to maximize risk-adjusted returns Disciplined Capital Allocation An investment-grade balance sheet provides the strength and flexbility to access the full array of capital sources to finance growth opportunities 24 September 2019 Investor Presentation

 

 

 

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Historical Company Data Same-Store Performance1 External Growth Trading & Valuation Metrics 1. Performance as reported for the same-store pool as it was constituted at the end of the respective year 2. Year-ending values as detailed in Company’s supplemental packages 3. Calculated as ending common share price / funds from operations per share, as adjusted. Please refer to CubeSmart’s public filings for a detailed explanation on FFO and how it reconciled to a GAAP measure 4. Calculated as annual common distrubutions per share / funds from operations per share, as adjusted 5. Calculated as annual dividend per share / ending common share price 25 September 2019 Investor Presentation

 

 

 

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Additional Information Corporate Responsibility www.cubesmart.com/about-us/corporate-responsibility Supplemental Financial Information http://investors.cubesmart.com 10-k Filing http://investors.cubesmart.com Proxy http://investors.cubesmart.com 26 September 2019 Investor Presentation

 

 

 

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Contact Us Contact Info Charles Place Director, Investor Relations Email: [email protected] Telephone Office Phone: 610.535.5700 27 September 2019 Investor Presentation

 

 

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