UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20092012
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32324 (CubeSmart)
Commission file number 000-54662 (CubeSmart, L.P.)
U-STORE-IT TRUSTCUBESMART
CUBESMART, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Maryland (CubeSmart) |
| 20-1024732 (CubeSmart) |
Delaware (CubeSmart, L.P.) | 34-1837021 (CubeSmart, L.P.) | |
(State or Other Jurisdiction of |
| (IRS Employer |
Incorporation or Organization) |
| Identification No.) |
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460 East Swedesford Road |
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Suite 3000 |
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Wayne, Pennsylvania |
| 19087 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (610) 293-5700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
Common Shares, $0.01 par value per share, of CubeSmart | New York Stock Exchange | |
7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share, of CubeSmart |
| New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None Units of General Partnership Interest of CubeSmart, L.P.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES oNOx
CubeSmart | Yes x No o |
CubeSmart, L.P. | Yes x No o |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES oNOx
CubeSmart | Yes o No x |
CubeSmart, L.P. | Yes o No x |
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, and (2) has been subject to such filing requirements for the past 90 days.YESxNOo
CubeSmart | Yes x No o |
CubeSmart, L.P. | Yes x No o |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
CubeSmart | Yes x No o |
CubeSmart, L.P. | Yes x No o |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
CubeSmart | Yes x No o |
CubeSmart, L.P. | Yes x No o |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
CubeSmart:
Large accelerated filer x | Accelerated | Non-accelerated filer o | Smaller reporting company o |
CubeSmart, L.P.:
Large accelerated filer o |
| Accelerated | ||
|
| Non-accelerated filer x | Smaller |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YESoNOx
CubeSmart | Yes o No x |
CubeSmart, L.P. | Yes o No x |
As of June 30, 2009,2012, the last business day of the registrant’sCubeSmart’s most recently completed second fiscal quarter, the aggregate market value of common shares held by non-affiliates of the registrantCubeSmart was $294,674,470.
$1,431,731,476. As of February 26, 20102013, the number of common shares of CubeSmart outstanding was 133,593,640.
As of June 30, 2012, the registrant outstandingaggregate market value of the 4,408,730 units of limited partnership (the “Units”) held by non-affiliates of CubeSmart, L.P. was 92,864,448.$51,449,879based upon the last reported sale price of $11.67per share on the New York Stock Exchange on June 30, 2012 of the common shares of CubeSmart, the sole general partner of CubeSmart, L.P. (For this computation, the market value of all Units beneficially owned by CubeSmart has been excluded.)
Documents incorporated by reference: Portions of the Proxy Statement for the 20102013 Annual Meeting of Shareholders of the RegistrantCubeSmart to be filed subsequently with the SEC are incorporated by reference into Part Part��III of this report.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2012 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 December 31, 2012, owned a 97.6% general partnership interest in the Operating Partnership. The remaining 2.4% interest consists of common units of limited partnership 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 acting through its general partner are identical.
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 and subsidiaries 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 and subsidiaries of the Operating Partnership. The Operating Partnership holds substantially all the assets of the Company and, directly or indirectly, holds the ownership interests in the Company’s real estate ventures. The Operating Partnership conducts the operations of the Company’s business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s direct or indirect incurrence of indebtedness or through the issuance of partnership units of the Operating Partnership or equity interests in subsidiaries of the Operating Partnership.
The Company believes that combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into a single report will:
·facilitate a better understanding by the investors of the Parent Company and the Operating Partnership by enabling them to view the business as a whole in the same manner as management views and operates the business;
·remove duplicative disclosures and provide a more straightforward presentation in light of the fact that a substantial portion of the disclosure applies to both the Parent Company and the Operating Partnership; and
·create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
In order to highlight the differences between the Parent Company and the Operating Partnership, the separate sections in this report for the Parent Company and the Operating Partnership specifically refer to the Parent Company and the Operating Partnership. In the sections that combine disclosures of the Parent Company and the Operating Partnership, this report refers to such disclosures as those of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and real estate ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Parent Company operates the business through the Operating Partnership.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes. The Parent Company does not have significant assets other than its investment in 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 shares, while the Operating Partnership is a partnership with no publicly traded equity.
In the financial statements, this difference is primarily reflected in the equity (or capital for Operating Partnership) section of the consolidated balance sheets and in the consolidated statements of equity (or capital) and comprehensive income (loss). Apart from the different equity treatment, the consolidated financial statements of the Parent Company and the Operating Partnership are nearly identical. The separate discussions of the Parent Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company’s operations on a consolidated basis and how management operates the Company.
This report also includes separate Item 9A (Controls and Procedures) disclosures and separate Exhibit 31 and 32 certifications for each of the Parent Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Parent Company and 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.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
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Certain Relationships and Related Transactions, and Trustee Independence |
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Forward-Looking Statements
This Annual Report on Form 10-K and other statements and information publicly disseminated by U-Store-It Trust (“we,” “us,” “our” or the “Company”),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 (the “Exchange Act”). Such statements are based on estimates, assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and uncertainties,other factors, many of which we cannot predictbe predicted with accuracy and some of which we might not even anticipate.be anticipated. Although we believe the estimates, assumptions and expectations reflected in these forward-looking statements are based on reasonable ourassumptions, 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. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:
· changes in national and local economic, business, real estate and other market conditions which, among other things, reduce demand for self-storage facilities or increase costs of owning and operating self-storage facilities;conditions;
· competition from other self-storage facilities and storage alternatives,the competitive environment in which could result in lower occupancy and decreased rents;we operate, including our ability to maintain or raise rental rates;
· the execution of our business plan;
·the availability of external sources of capital;
· financing risks, including the risk of over-leverage and the corresponding risk of default on our mortgage and other debt and potential inability to refinance existing indebtedness;
· increases in interest rates and operating costs;
· counterparty non-performance related to the use of derivative financial instruments;
· our ability to maintain our statusParent Company’s qualification as a real estate investment trust (“REIT”) for federal income tax purposes;
· acquisition and development risks, including unanticipated costs associated with the integration and operation of acquisitions;risks;
· risks of investing through joint ventures, including risks that our joint venture partners may not fulfill their obligations or may pursue actions that are inconsistent with our objectives;increases in taxes, fees, and assessments from state and local jurisdictions;
· changes in real estate and zoning laws or regulations;
· risks related to natural disasters;
· potential environmental and other liabilities;
·other factors affecting the real estate industry generally or the self-storage industry in particular; and
· other risks identified in Item 1A of this Annual Report on Form 10-K and, from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”)SEC or in other documents that we publicly disseminate.
Given these uncertainties and the other risks identified elsewhere in this Annual Report, on Form 10-K, 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.
Overview
We are a self-administered and self-managed real estate company focused primarily on the ownership, operation, management, acquisition and development of self-storage facilities in the United States.
As of December 31, 2009,2012, we owned 367381 self-storage facilities located in 2622 states and in the District of Columbia containing an aggregate of approximately 23.725.5 million rentable square feet. As of December 31, 2009,2012, approximately 75.2%84.4% of the rentable square footage at our owned facilities was leased to approximately 150,000182,000 tenants, and no single tenant represented a significant concentration of our revenues. As of December 31, 2012 we owned facilities in the District of Columbia and the following 22 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin. In addition, as of December 31, 2012, we managed 133 properties for third parties, bringing the total number of properties we owned and/or managed to 514. As of December 31, 2012 we managed facilities in the following 27 states: Alabama, Arizona, Arkansas , California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia.
Our self-storage facilities are designed to offer affordable easily-accessible and secureeasily-accessible storage space for our residential and commercial customers. Our customers rent storage unitscubes for their exclusive use, typically on a month-to-month basis. Additionally, some of our facilities offer outside storage areas for vehicles and boats. Our facilities are specifically designed to accommodate both residential and commercial customers, with features such as security systems and wide aisles and load-bearing capabilities for large truck access. All of our facilities have an on-site manager during business hours, and 249,256, or approximately 68%67%, of our owned facilities have a manager who resides in an apartment at the facility. Our customers can access their storage unitscubes during business hours, and some of our facilities provide customers with 24-hour access through computer controlled access systems. Our goal is to provide customers with the highest standard of facilities and service in the industry. To that end, approximately 68%76% of our owned facilities include climate controlled units,cubes, compared towith the national average of 49%44% reported by the 20092013 Self-Storage Almanac.
We wereThe Parent Company was formed in July 2004 as a Maryland REIT. We own ourThe Parent Company owns its assets and conduct ourconducts its business through ourits operating partnership, U-Store-It,CubeSmart, L.P. (our “Operating Partnership”), and its subsidiaries. We controlThe Parent Company controls the Operating Partnership as its sole general partner and, as of December 31, 2009, we2012, owned an approximately 95.1%97.6% interest in the Operating Partnership. OurThe Operating Partnership has been engaged in virtually all aspects of the self-storage business, including the development, acquisition, management, ownership and operation of self-storage facilities.
Acquisition and Disposition Activity
As of December 31, 20092012 and 2008,2011, we owned 367381 and 387370 facilities, respectively, that contained an aggregate of 23.725.5 million and 25.024.4 million rentable square feet with occupancy rates of 75.2%84.4% and 78.9%78.4%, respectively. As of December 31, 2009 we had facilities in the District of Columbia and the following 26 states: Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Louisiana, Maryland, Massachusetts, Michigan, Mississippi, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin.
A complete listing of, and additional information about, our facilities is included in Item 2 of this Annual Report on Form 10-K. The following is a summary of our 20092012, 2011 and 20082010 acquisition and disposition activity:
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
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2009 Dispositions: |
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68th Street Asset |
| Miami, FL |
| January 2009 |
| 1 |
| $ | 2,973 |
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Albuquerque, NM Asset |
| Albuquerque, NM |
| April 2009 |
| 1 |
| 2,825 |
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S. Palmetto Asset |
| Ontario, CA |
| June 2009 |
| 1 |
| 5,925 |
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Hotel Circle Asset |
| Albuquerque, NM |
| July 2009 |
| 1 |
| 3,600 |
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Jersey City Asset |
| Jersey City, NJ |
| August 2009 |
| 1 |
| 11,625 |
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Dale Mabry Asset |
| Tampa, FL |
| August 2009 |
| 1 |
| 2,800 |
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Winner Assets |
| Multiple locations in CO |
| September 2009 |
| 6 |
| 17,300 |
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Baton Rouge Asset (Eminent Domain) |
| Baton Rouge, LA |
| September 2009 |
| (b) |
| 1,918 |
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North H Street Asset (Eminent Domain) |
| San Bernardino, CA |
| September 2009 |
| 1 |
| (c) |
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Boulder Assets (a) |
| Boulder, CO |
| September 2009 |
| 4 |
| 32,000 |
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Winner Assets |
| Multiple locations in CO |
| October 2009 |
| 2 |
| 6,600 |
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Brecksville Asset |
| Brecksville, OH |
| November 2009 |
| 1 |
| 3,300 |
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| 20 |
| $ | 90,866 |
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2008 Acquisitions: |
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Uptown Asset |
| Washington, DC |
| January 2008 |
| 1 |
| $ | 13,300 |
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2008 Dispositions: |
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77th Street Asset |
| Miami, FL |
| March 2008 |
| 1 |
| $ | 2,175 |
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Leesburg Asset |
| Leesburg, FL |
| March 2008 |
| 1 |
| 2,400 |
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Lakeland Asset |
| Lakeland, FL |
| April 2008 |
| 1 |
| 2,050 |
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Endicott Asset |
| Union, NY |
| May 2008 |
| 1 |
| 2,250 |
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Linden Asset |
| Linden, NJ |
| June 2008 |
| 1 |
| 2,825 |
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Baton Rouge/Prairieville Assets |
| Multiple locations in LA |
| June 2008 |
| 2 |
| 5,400 |
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Churchill Assets |
| Multiple locations in MS |
| August 2008 |
| 4 |
| 8,333 |
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Biloxi/Gulf Breeze Assets |
| Multiple locations in MS/FL |
| September 2008 |
| 2 |
| 10,760 |
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Deland Asset |
| Deland, FL |
| September 2008 |
| 1 |
| 2,780 |
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Mobile Assets |
| Mobile, AL |
| September 2008 |
| 2 |
| 6,140 |
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Hudson Assets |
| Hudson, OH |
| October 2008 |
| 2 |
| 2,640 |
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Stuart/Vero Beach Assets |
| Multiple locations in FL |
| October 2008 |
| 2 |
| 4,550 |
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Skipper Road Assets |
| Multiple locations in FL |
| November 2008 |
| 2 |
| 5,020 |
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Waterway Asset |
| Miami, FL |
| December 2008 |
| 1 |
| 4,635 |
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| 23 |
| $ | 61,958 |
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(a)We provided $17.6 million in seller financing to the buyer as part of the Boulder Assets disposition.
(b)Approximately one third of the Baton Rouge Asset was taken in conjunction with eminent domain proceedings. We continue to own and operate the remaining two thirds of the asset and include the asset in our total portfolio property count.
(c)The entirety of the North H Street Asset was taken in conjunction with eminent domain proceedings and we have removed this asset from our total portfolio asset count. We expect to finalize compensatory terms with discussions with the State of California by the fourth quarter of 2010.
The following table summarizes the change in number of our self-storage facilities from January 1, 2008 through December 31, 2009:
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
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2012 Acquisitions: |
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Houston Asset |
| Houston, TX |
| February 2012 |
| 1 |
| $ | 5,100 |
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Dunwoody Asset |
| Dunwoody, GA |
| February 2012 |
| 1 |
| 6,900 |
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Mansfield Asset |
| Mansfield, TX |
| June 2012 |
| 1 |
| 4,970 |
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Texas Assets |
| Multiple locations in TX |
| July 2012 |
| 4 |
| 18,150 |
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Allen Asset |
| Allen, TX |
| July 2012 |
| 1 |
| 5,130 |
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Norwalk Asset |
| Norwalk, CT |
| July 2012 |
| 1 |
| 5,000 |
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Storage Deluxe Assets |
| Multiple locations in NY and CT |
| February/ April/ August 2012 |
| 6 |
| 201,910 |
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Eisenhower Asset |
| Alexandria, VA |
| August 2012 |
| 1 |
| 19,750 |
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New Jersey Assets |
| Multiple locations in NJ |
| August 2012 |
| 2 |
| 10,750 |
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Georgia/ Florida Assets |
| Multiple locations in GA and FL |
| August 2012 |
| 3 |
| 13,370 |
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Peachtree Asset |
| Peachtree City, GA |
| August 2012 |
| 1 |
| 3,100 |
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HSREV Assets |
| Multiple locations in PA, NY, NJ, VA and FL |
| September 2012 |
| 9 |
| 102,000 | (a) | |
Leetsdale Asset |
| Denver, CO |
| September 2012 |
| 1 |
| 10,600 |
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Orlando/ West Palm Beach Assets |
| Multiple locations in FL |
| November 2012 |
| 2 |
| 13,010 |
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Exton/ Cherry Hill Assets |
| Multiple locations in NJ and PA |
| December 2012 |
| 2 |
| 7,800 |
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Carrollton Asset |
| Carrollton, TX |
| December 2012 |
| 1 |
| 4,800 |
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| 37 |
| $ | 432,340 |
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2012 Dispositions: |
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Michigan Assets |
| Multiple locations in MI |
| June 2012 |
| 3 |
| $ | 6,362 |
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Gulf Coast Assets |
| Multiple locations in LA, AL and MS |
| June 2012 |
| 5 |
| 16,800 |
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New Mexico Assets (b) |
| Multiple locations in NM |
| August 2012 |
| 6 |
| 7,500 |
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San Bernardino Asset |
| San Bernardino, CA |
| August 2012 |
| 1 |
| 5,000 |
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Florida/ Tennessee Assets |
| Multiple locations in FL and TN |
| November 2012 |
| 3 |
| 6,550 |
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Ohio Assets |
| Multiple locations in OH |
| November 2012 |
| 8 |
| 17,750 |
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| 26 |
| $ | 59,962 |
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2011 Acquisitions: |
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Burke Lake Asset |
| Fairfax Station, VA |
| January 2011 |
| 1 |
| $ | 14,000 |
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West Dixie Asset |
| Miami, FL |
| April 2011 |
| 1 |
| 13,500 |
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White Plains Asset |
| White Plains, NY |
| May 2011 |
| 1 |
| 23,000 |
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Phoenix Asset |
| Phoenix, AZ |
| May 2011 |
| 1 |
| 612 |
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Houston Asset |
| Houston, TX |
| June 2011 |
| 1 |
| 7,600 |
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Duluth Asset |
| Duluth, GA |
| July 2011 |
| 1 |
| 2,500 |
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Atlanta Assets |
| Atlanta, GA |
| July 2011 |
| 2 |
| 6,975 |
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District Heights Asset |
| District Heights, MD |
| August 2011 |
| 1 |
| 10,400 |
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Storage Deluxe Assets |
| Multiple locations in NY, CT and PA |
| November 2011 |
| 16 |
| 357,310 |
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Leesburg Asset |
| Leesburg, VA |
| November 2011 |
| 1 |
| 13,000 |
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Washington, DC Asset |
| Washington, DC |
| December 2011 |
| 1 |
| 18,250 |
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| 27 |
| $ | 467,147 |
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2011 Dispositions: |
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Flagship Assets |
| Multiple locations in IN and OH |
| August 2011 |
| 18 |
| $ | 43,500 |
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Portage Asset |
| Portage, MI |
| November 2011 |
| 1 |
| 1,700 |
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| 19 |
| $ | 45,200 |
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2010 Acquisitions: |
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Frisco Asset |
| Frisco, TX |
| July 2010 |
| 1 |
| $ | 5,800 |
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New York City Assets |
| New York, NY |
| September 2010 |
| 2 |
| 26,700 |
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Northeast Assets |
| Multiple locations in NJ, NY and MA |
| November 2010 |
| 5 |
| 18,560 |
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Manassas Asset |
| Manassas, VA |
| November 2010 |
| 1 |
| 6,050 |
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Apopka Asset |
| Orlando, FL |
| November 2010 |
| 1 |
| 4,235 |
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Wyckoff Asset |
| Queens, NY |
| December 2010 |
| 1 |
| 13,600 |
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McLearen Asset |
| McLearen, VA |
| December 2010 |
| 1 |
| 10,200 |
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| 12 |
| $ | 85,145 |
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2010 Dispositions: |
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Sun City Asset |
| Sun City, CA |
| October 2010 |
| 1 |
| $ | 3,100 |
|
Inland Empire/Fayetteville Assets |
| Multiple locations in CA and NC |
| December 2010 |
| 15 |
| 35,000 |
| |
|
|
|
|
|
| 16 |
| $ | 38,100 |
|
|
| 2009 |
| 2008 |
|
Balance - Beginning of year |
| 387 |
| 409 |
|
Facilities acquired |
| — |
| 1 |
|
Facilities sold/ eminent domain |
| (20 | ) | (23 | ) |
Balance - End of year |
| 367 |
| 387 |
|
(a)Purchase price listed represents the fair value of the assets at acquisition.
(b)The Company issued financing in the amount of $5.3 million to the buyer in conjunction with the New Mexico Assets disposition.
The comparability of our results of operations is affected by the timing of acquisition and disposition activities during the periods reported. At December 31, 2012 and 2011, we owned 381 and 370 self-storage facilities and related assets, respectively. The following table summarizes the change in number of owned self-storage facilities from January 1, 2011 through December 31, 2012:
|
| 2012 |
| 2011 |
|
|
|
|
|
|
|
Balance - January 1 |
| 370 |
| 363 |
|
Facilities acquired |
| 6 |
| 1 |
|
Facilities sold |
| — |
| — |
|
Balance - March 31 |
| 376 |
| 364 |
|
Facilities acquired |
| 2 |
| 4 |
|
Facilities consolidated |
| — |
| (1 | ) |
Facilities sold |
| (8 | ) | — |
|
Balance - June 30 |
| 370 |
| 367 |
|
Facilities acquired |
| 24 |
| 4 |
|
Facilities sold |
| (7 | ) | (18 | ) |
Balance - September 30 |
| 387 |
| 353 |
|
Facilities acquired |
| 5 |
| 18 |
|
Facilities sold |
| (11 | ) | (1 | ) |
Balance - December 31 |
| 381 |
| 370 |
|
Financing and Investing Activities
The following summarizes certain financing activities during the year ended December 31, 2009:2012:
· New Credit Facility.Storage Deluxe Acquisition. On December 8, 2009, we and our Operating Partnership entered into a three-year, $450 million secured credit facility with Wells Fargo Securities, LLC and Banc of America Securities LLC, as joint lead arrangers. Our new credit facility is comprised of a $200 million secured term loan and a $250 million secured revolving credit facility. Our new credit facility replaced our previous $450 million unsecured credit facility. As ofDuring the year ended December 31, 2009, $2002012, as part of the $560 million was outstanding underStorage Deluxe transaction involving 22 Class A self-storage facilities located primarily in the term loangreater New York City area, the Company acquired the final six properties with a purchase price of approximately $201.9 million. The six properties purchased are located in New York and Connecticut. In connection with the acquisitions, the Company allocated a portion of the new credit facility and no amounts were outstanding underpurchase price to the revolving portionintangible value of the new credit facility. The interest rate under the credit facility depends on our leverage levels and ranges from 3.25% to 4.00% over LIBOR, with a LIBOR floor of 1.5%. Amounts that we repay under the term loan may not be re-borrowed. We, together with our wholly-owned subsidiaries, USI II, LLC and YSI XXIX, L.P., are guarantors under the new credit facility. The new credit facility contains customary affirmative and negative covenants, including restrictions on distributions to our shareholders, and financial covenants, including liquidity and net worth requirements. Our ability to borrow from time to time under the revolver is subject to our ongoing compliance with these covenants.in-place leases which aggregated $12.3 million.
· Small Mortgages — Regional Bank FinancingsFacility. During 2009,Acquisitions. In addition to the Storage Deluxe Acquisition,during the year ended December 31, 2012, we obtainedacquired 22 self-storage facilities located throughout the United States for an aggregate purchase price of $119.8 million in secured financingsapproximately $128.4 million. In connection with 17 community and regional banks. These loans, which range in size from $1.1 million to $25.6 million, are secured by mortgages on 45 of our properties. The weighted average maturity of these loans at December 31, 2009 was 6.6 years and the weighted average interest rateacquisitions, we allocated a portion of the loans is 7.01%. These loans contain customary affirmative, negative and financial covenants. We orpurchase price to the Operating Partnership are guarantors under eachintangible value of these loans for customary non-recourse carve-outs.in-place leases which aggregated $13.2 million.
· Joint Venture. Investments in Unconsolidated Real Estate Ventures.On August 13, 2009, we consummatedSeptember 28, 2012, the Company purchased the remaining 50% ownership in a joint venture with an affiliatepartnership that owned nine storage facilities, collectively the HSRE Venture (“HSREV”), for cash of Heitman, LLC. We contributed 22 properties$21.7 million. In addition, upon taking control of these assets, the Company repaid $59.3 million of mortgage loans related to this joint venture,the properties. Following the acquisition, the Company wholly owns the nine storage facilities which are located in eight states,unencumbered and receivedhave a distributionfair value of approximately $51$102 million in cash at closing andthe date of acquisition. In connection with this acquisition, the Company allocated a 50% interest in this joint venture, which we consolidate. We used the proceeds distributed to us by the joint venture to reduce the outstanding balance under our prior unsecured credit facility and for general corporate purposes. We provide day-to-day management services for the propertiesportion of the joint venture in exchange for a market-rate management fee.fair value to the intangible value of in-place leases which aggregated $8.3 million.
· Public Offering.Facility Dispositions. During the year ended December 31, 2012, we sold 26 self-storage facilities located throughout the United States for an aggregate sales price of approximately $60.0 million. These sales resulted in the recognition of gains that totaled $9.8 million.
·Investments in Consolidated Real Estate Ventures.On August 19,13, 2012, the Company purchased the remaining 50% interest in the HART joint venture from Heitman for $61.1 million, and now owns 100% of HART. Accordingly, the Company wholly owns the 22 properties, which are unencumbered by any property-level secured debt. The Company previously consolidated HART, and therefore the acquisition of the remaining 50% interest is reflected in the equity section of the accompanying consolidated balance sheets. As a result of the transaction, the Company eliminated noncontrolling interest in subsidiaries of $38.7 million and recorded a reduction to additional paid in capital of $18.5 million.
·Senior Note Issuance. On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “senior notes”), which bear interest at a rate of 4.80%. The indenture under which the unsecured 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 less than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. We are currently in compliance with all its financial covenants under the senior notes.
·At The Market Program. Pursuant to our sales agreement with Cantor Fitzgerald & Co. (the “Sales Agent”), dated April 3, 2009, as amended on January 26, 2011 and September 16, 2011 (as amended, the “Sales Agreement”), we sold 32.2may sell up to 20 million common shares at “at the market” prices. During the year ended December 31, 2012, we sold 7.9 million shares with an average sales price of beneficial interest for net$13.13 per share, resulting in gross proceeds of approximately $161.9 million. Additionally, during 2009 we sold 2.5$103.8 million sharesunder the program. The Company incurred $1.7 million of offering costs in conjunction with our at the market program for net proceeds of approximately $9.7 million. We used the net proceeds from these issuances to repay existing indebtedness, including under our prior unsecured credit facility, and for general corporate purposes.sales.
Business Strategy
Our business strategy consists of several elements:
· Maximize cash flow from our facilities — Our operating strategy focuses on maximizing sustainable rents at our facilities while achieving and sustaining occupancy targets. We utilize our operating systems and experienced personnel to manage the balance between rental rates, discounts, and physical occupancy with an objective of maximizing our rental revenue.
· Acquire facilities within targeted markets — Although our business plan does not contemplate significant facilities acquisitions in 2010,During 2013, we expectintend to continuepursue selective acquisitions in markets that we believe have high barriers to entry, strong demographic fundamentals and demand for storage in excess of storage capacity. We expect to focus our evaluation of acquisition opportunities in markets where we currently maintain management that can be extended to additional facilities. We believe the self-storage industry will continue to afford us opportunities for growth through acquisitions due to the highly fragmented composition of the industry.
·Dispose of facilities not in targeted markets — During 2013, we intend to continue to reduce exposure in slower growth, lower barrier-to-entry markets. We intend to use proceeds from these transactions to fund acquisitions within target markets.
·Grow our third party management business — We intend to pursue additional third party management opportunities in markets where we currently maintain management that can be extended to additional facilities. We intend to leverage our current platform to take advantage of consolidation in the industry. We plan to utilize our relationships with third party owners to help source future acquisitions.
Investment and Market Selection Process
We maintain a disciplined and focused process in the acquisition and development of self-storage facilities. Our investment committee, comprised of our named executive officers and led by Dean Jernigan, our Chief Executive Officer, oversees our investment process. Our investment process involves six stages — identification, initial due diligence, economic assessment, investment committee approval (and when required, Board approval), final due diligence, and documentation. Through our investment committee, we intend to focus on the following criteria:
· | Targeted markets — Our targeted markets include areas where we currently maintain management that can be extended to additional facilities, or where we believe that we can acquire a significant number of facilities efficiently and within a short period of time. We evaluate both the broader market and the immediate area, typically five miles around the facility, for its ability to support above-average demographic growth. We seek to increase our presence primarily in areas that we expect will experience growth, including the Northeastern and Middle Atlantic areas of the United States and areas within Georgia, Florida, Texas, Illinois and California and to enter new markets should suitable opportunities arise. |
· | Quality of facility — We focus on self-storage facilities that have good visibility and are located near retail centers, which typically provide high traffic corridors and are generally located near residential communities and commercial customers. |
· |
|
Operating Segment
We have one reportable operating segment: we own, operate, develop, manage and acquire self-storage facilities.
Concentration
Our self-storage facilities are located in major metropolitan areas as well as ruralsuburban areas and have numerous tenants per facility. No single tenant represented a significant concentration of our 20092012 revenues. Our facilities in New York, Florida, California, and Texas provided approximately 16%, 15%, 10% and 10%, respectively, of our total 2012 revenues. Our facilities in Florida, California, Texas and Illinois provided approximately 18%17%, 15%12%, 10% and 7%, respectively, of our total 2009 revenues. Our facilities in these states provided approximately 19%, 15%, 9% and 7%, respectively, of our total 20082011 revenues.
Seasonality
We typically experience seasonal fluctuations in occupancy levels at our facilities, with the levels generally slightly higher during the summer months due to increased moving activity.
Financing Strategy
Although our organizational documents contain no limitation ondo not limit the amount of debt that we may incur, we maintain a capital structure that we believe is reasonable and prudent and that will enable us to have ample cash flow to cover debt service and make distributions to our shareholders. As of December 31, 2009,2012, our debt to total capitalization ratio (determined by dividing the carrying value of our total indebtedness by the sum of (a) the market value of ourthe Parent Company’s outstanding common shares and operating partnership units of the Operating Partnership held by third parties and (b) the carrying value of our total indebtedness) was approximately 51.9%.34.2% compared to approximately 36.0% as of December 31, 2011. Our ratio of debt to the depreciated cost of our real estate assets as of December 31, 20092012 was approximately 53.7%49.0% compared to approximately 62.7%42.4% as of December 31, 2008.2011. We expect to finance additional investments in self-storage facilities through the most attractive available sourcesources of capital at the time of the transaction, in a manner consistent with maintaining a strong
financial position and future financial flexibility. These capital sources may include borrowings under the revolving portion of our secured credit facility2011 Credit Facility and through additional secured or unsecured financings, sales of common or preferred shares of the Parent Company in public offerings or private placements, and issuances of common or preferred units in our Operating Partnership in exchange for contributed properties or cash and formations of joint ventures. We also may sell facilities that we no longer view as core assets and reallocate the sales proceeds to fund other growth.acquisitions.
Competition
NewOver the last decade, new self-storage facility development has intensified the competition among self-storage operators in many market areas in which we operate. Self-storage facilities compete based on a number of factors, including location, rental rates, security, suitability of the facility’s design to prospective customers’ needs and the manner in which the facility is operated and marketed. In particular, the number of competing self-storage facilities in a particular market could have a material effect on our occupancy levels, rental rates and on the overall operating performance of our facilities. We believe that the primary competition for potential customers of any of our self-storage facilities comes from other self-storage facilities within a three-mile radius of that facility. We believe we have positioned our facilities are well-positioned within their respective markets as high-quality operators thatand we emphasize customer service, convenience, security and professionalism.
Our key competitors include local and regional operators as well as the other public self-storage REITS, including Public Storage, Sovran Self Storage and Extra Space Storage Inc. These companies, some of which operate significantly more facilities than we do and have greater resources than we have, and other entities may generally be able to accept more risk than we determine is prudent for us, including risks with respect to the geographic proximity of facility investments and the payment of higher facility acquisition prices. This competition may generally reduce the number of suitable acquisition opportunities available to us, increase the price required to be able to consummate the acquisition of particular facilities and reduce the demand for self-storage space in certain areas where our facilities are located. Nevertheless, we believe that our experience in operating, managing, acquiring, developing and obtaining financing for self-storage facilities should enable us to compete effectively.
Government Regulation
We are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures and various federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on or in its property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. The presence of hazardous substances, or the failure to properly remediate such substances, when released, may adversely affect the property owner’s ability to sell the real estate or to borrow using the real estate as collateral, and may cause the property owner to incur substantial remediation costs. In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in a claim by a private party for personal injury or a claim by an adjacent property owner or user for property damage. We may also become liable for the costs of removal or remediation of hazardous substances stored at the facilities by a customer even though storage of hazardous substances would be without our knowledge or approval and in violation of the customer’s storage lease agreement with us.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and, where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party. In certain cases, the Company has purchased environmental liability insurance coverage to indemnify the Company against claims for contamination or other adverse environmental conditions that may affect a property.
We are not aware of any environmental cleanup liability that we believe will have a material adverse effect on us. We cannot assure you, however, that these environmental assessments and investigations have revealed or will reveal all potential environmental liabilities, that no prior owner created any material environmental condition not known to us or the independent consultant or that future events or changes in environmental laws will not result in the imposition of environmental liability on us.
We have not received notice from any governmental authority of any material noncompliance, claim or liability in connection with any of our facilities, nor have we been notified of a claim for personal injury or property damage by a private party in connection with any of our facilities relating to environmental conditions.
We are not aware of any environmental condition with respect to any of our facilities that could reasonably be expected to have a material adverse effect on our financial condition or results of operations, and we do not expect that the cost of compliance with environmental regulations will have a material adverse effect on our financial condition or results of operations. We cannot assure you, however, that this will continue to be the case.
Insurance
We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We carry environmental insurance coverage on certain properties in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorist activities, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. We also carry liability insurance to insure against personal injuries that might be sustained on our properties and director and officer liability insurance.
Offices
Our principal executive office is located at 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087. Our telephone number is (610) 293-5700. We believe that our current facilities are adequate for our present and future operations.
Employees
As of December 31, 2009,2012, we employed 9531,409 employees, of whom 145188 were corporate executive and administrative personnel and 8081,221 were property level personnel. We believe that our relations with our employees are good. Our employees are not unionized.
Available Information
We file registration statements, proxy statements, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, with the Securities and Exchange Commission (the “SEC”).SEC. You may obtain copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC’s website at www.sec.gov. Our internet website address is www.ustoreit.com.www.cubesmart.com. You also can obtain on our website, free of charge, a copy of our annual report on Form 10-K, the Operating Partnership’s registration statement on Form 10, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish them to, the SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report on Form 10-K.
Also available on our website, free of charge, are copies of our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for each of the committees of our Board of Trustees — the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. Copies of each of these documents are also available in print free of charge, upon request by any shareholder. You can obtain copies of these documents by contacting Investor Relations by mail at 460 E. Swedesford Road, Suite 3000, Wayne, PA 19087.
Overview
An investment in our securities involves various risks. Investors should carefully consider among other factors, the risks set forth below.below together with other information contained in this Annual Report. These risks are not the only ones that we may face. Additional risks not presently known to us, or that we currently consider immaterial, may also impair our business, operationsfinancial condition, operating results and hinder our ability to make expected distributions to our shareholders.
9Risks Related to our Business and Operations
Adverse macroeconomic and business conditions may significantly and negatively affect our rental rates, occupancy levels and therefore our results of operations.
We are susceptible to the effects of adverse macro-economic events that can result in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. Our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. A continuation of, or slow recovery from, ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability and results of operations.
Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.
Many states and jurisdictions are facing severe budgetary problems. Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes or other governmental efforts, including mandating medical insurance for employees, could adversely impact our business and results of operations.
Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.
We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our facilities in New York, Florida, California, Texas, Illinois, New Jersey, and Tennessee accounted for approximately 16%, 15%, 10%, 10%, 6%, 5% and 4%, respectively, of our total 2012 revenues. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic or real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.
We face risks related to current debt maturities, including refinancing and counterparty risk.associated with facility acquisitions.
Approximately 15% (or approximately $115 million)We intend to continue to acquire individual and portfolios of self-storage facilities. These acquisitions would increase our size and may potentially alter our capital structure. Although we believe that future acquisitions that we complete will enhance our financial performance, the aggregate principal amountsuccess of acquisitions is subject to the risks that:
·acquisitions may fail to perform as expected;
·the actual costs of repositioning or redeveloping acquired facilities may be higher than our total debt, including our mortgage and revolving indebtedness is dueestimates;
·we may be unable to obtain acquisition financing on or before December 31, 2010. Certain of our mortgages will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.” Wefavorable terms;
·acquisitions may not have the cash resources available to repay those amounts, andbe located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;
·there is only limited recourse, or no recourse, to raise fundsthe former owners of newly acquired facilities for unknown or undisclosed liabilities such repayment either throughas the issuanceclean-up of capital stock, additional borrowings (which may include extensionundisclosed environmental contamination; claims by tenants, vendors or other persons arising on account of maturity dates), joint venturesactions or asset sales. There canomissions of the former owners of the facilities; and claims by local governments, adjoining property owners, property owner associations, and easement holders for fees, assessments, taxes on other property-related changes. As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be no assurance that we will be ablerequired to refinance the debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forcedpay significant sums to dispose of properties on disadvantageous terms or pay higher interest rates, either ofsettle it, which would have an adverse impact oncould adversely affect our financial performanceresults and ability to pay dividends to investorscash flow.
In addition, we do not always obtain third-party appraisals of acquired facilities (and instead rely on value determinations by our senior management) and the consideration we pay in exchange for those facilities may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss onexceed the value of those agreements. Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements. There is no assurance that our potential counterparties on these agreements are likely to perform their obligations under such agreements.determined by third-party appraisals.
Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.We will incur costs and will face integration challenges when we acquire additional facilities.
Recently, domestic financial markets have experienced extreme volatility and uncertainty. Overall liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for whichAs we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms nor can thereacquire or develop additional self-storage facilities, we will be any assurance we can issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.
The terms and covenants relating to our indebtedness could adversely impact our economic performance.
Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such asintegrating and managing new facilities, including customer retention and mortgage default risks. In the insufficiencycase of cash flowa large portfolio purchase, we could experience strains in our existing information management capacity. In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our income may decline because we will be required to meet required debt service payment obligationsexpense acquisition-related costs and the inabilityamortize in future periods costs for acquired goodwill and other intangible assets. Our failure to refinance existing indebtedness. Ifsuccessfully integrate any future acquisitions into our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at allportfolio could have an adverse effect on our operating costs and may not be able to acquire new properties. Failureour ability to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any facilities securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.
Our secured credit facility contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and net worth tests. Our ability to borrow under our credit facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants. In the event that we fail to satisfy these covenants, we would be in default under the credit facility and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms. Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.
Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders. Rising interest rates could also restrict our ability to refinance existing debt when it matures. In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions. We may enter into, from time to time, agreements such as interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts with respect to a portion of our variable rate debt. Although such agreements may lessen
the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements. There is no assurance that our potential counterparties on swap agreements are likely to perform their obligations under such agreements.
Our organizational documents contain no limitation on the amountThe acquisition of debt we may incur. As a result, we may become highly leveraged in the future.new facilities that lack operating history with us will make it more difficult to predict revenue potential.
Our organizational documents contain no limitations onWe intend to continue to acquire additional facilities. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, rental rates, operating costs or costs of improvements to bring an acquired facility up to the amountstandards established for our intended market position, the performance of indebtednessthe facility may be below expectations. Acquired facilities may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure you that the performance of facilities acquired by us will increase or be maintained under our operating partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our assets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.management.
We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders.
To continueWe depend on external sources of capital to qualify as a REIT, we are required to distribute to our shareholders each year at least 90% of our REIT taxable income, excluding net capital gains or pay applicable income taxes. In order to eliminate federal income tax, we will be required to distribute annually 100% of our net taxable income, including capital gains. Because of these distribution requirements, we likely will not be able to fund all future capital needs, including capital for acquisitions and facility development, with income from operations. We therefore will have to rely on third-partysatisfy our debt obligations and to make distributions to our shareholders required to maintain our status as a REIT, and these sources of capital which may or may not be available on favorable terms, if at all. Our access to third-partyexternal sources of capital depends on a number of things,factors, including the market’s perception of our growth potential and our current and potential future earnings and our ability to continue to qualify as a REIT for federal income tax purposes. If we are unable to obtain third-partyexternal sources of capital, we may not be able to acquire or develop facilities when strategic opportunities exist, satisfy our debt obligations or make distributions to shareholders that would permit us to qualify as a REIT or avoid paying tax on our REIT taxable income.
Table of equity securities may be dilutive to shareholders.Contents
The interests of our shareholders could be diluted if we issue additional equity securities to finance future developments or acquisitions or to repay indebtedness. Our Board of Trustees may authorize the issuance of additional equity securities without shareholder approval. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including the issuance of common and preferred equity.
Because real estate is illiquid, we may not be able to sell properties when appropriate.
Real estate property investments generally cannot be sold quickly. Also, the tax laws applicable to REITs require that we hold our facilities for investment, rather than sale in the ordinary course of business, which may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other market conditions, which may adversely affect our financial position.
Rising operating expenses could reduce our cash flow and funds available for future distributions.
Our facilities and any other facilities we acquire or develop in the future are and will be subject to operating risks common to real estate in general, any or all of which may negatively affect us. Our facilities are subject to increases in operating expenses such as real estate and other taxes, personnel costs including the cost of providing specific medical coverage to our employees, utilities, insurance, administrative expenses and costs for repairs and maintenance. If operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our shareholders.
We cannot assure you of our ability to pay dividends in the future.
Historically, we have paid quarterly distributions to our shareholders, and we intend to continue to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to continue to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividends payment level, and all future distributions will be made at the discretion of our Board of Trustees. Our insurance coverageability to pay dividends will depend upon, among other factors:
·the operational and financial performance of our facilities;
·capital expenditures with respect to existing and newly acquired facilities;
·general and administrative costs associated with our operation as a publicly-held REIT;
·maintenance of our REIT status;
·the amount of, and the interest rates on, our debt;
·the absence of significant expenditures relating to environmental and other regulatory matters; and
·other risk factors described in this Annual Report on Form 10-K.
Certain of these matters are beyond our control and any significant difference between our expectations and actual results could have a material adverse effect on our cash flow and our ability to make distributions to shareholders.
If we are unable to promptly re-let our cubes or if the rates upon such re-letting are significantly lower than expected, then our business and results of operations would be adversely affected.
We derive revenues principally from rents received from customers who rent cubes at our self-storage facilities under month-to-month leases. Any delay in re-letting cubes as vacancies arise would reduce our revenues and harm our operating results. In addition, lower than expected rental rates upon re-letting could adversely affect our revenues and impede our growth.
Property ownership through joint ventures may not comply fully with certain loan requirements.limit our ability to act exclusively in our interest.
We maintain comprehensive insurance on each of our self-storage facilities in amounts sufficient to permit replacement of the property, subject to applicable deductibles. Certain of our properties serve as collateral for our mortgage-backed debt, some of which was assumed in connection with our acquisition of facilities, that requires us to maintain insurance at levels and on terms that are not commercially reasonablehave in the current insurance environment. Wepast co-invested with, and we may continue to co-invest with, third parties through joint ventures. In any such joint venture, we may not be unablein a position to obtainexercise sole decision-making authority regarding the facilities owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.
required insurance coverage ifJoint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the costpotential risk of impasse on strategic decisions, such as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture. In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures and/or availability make it impracticalfinancing. Any disputes that may arise between us and our joint venture partners could result in litigation or impossible to comply with debt covenants. Ifarbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we cannot comply withmight in certain circumstances be liable for the actions of our joint venture partners, and the activities of a lender’s requirements in any respect, the lenderjoint venture could declare a default that couldadversely affect our ability to obtainqualify as a REIT, even though we do not control the joint venture.
We face significant competition for tenants and acquisition and development opportunities.
Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties. We compete with numerous developers, owners and operators of self-storage facilities, including other REITs, some of which own or may in the future financingown properties similar to ours in the same submarkets in which our properties are located and couldsome of which may have greater capital resources. In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners and operators have the capability to build additional facilities that may compete with our facilities.
If our competitors build new facilities that compete with our facilities or offer space at rental rates below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a material adverse effect onresult, our resultsfinancial condition, cash flow, cash available for distribution, market price of operationsour shares and cash flows and our ability to obtain future financing.satisfy our debt service obligations could be materially adversely affected. In addition, increased competition for customers may require us to make capital improvements to our facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.
We also face significant competition for acquisitions and development opportunities. Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities. These competitors may also be willing to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices. This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.
We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.
We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to self-insure against certain lossesdevote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the Company’spayment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.
There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.
We also could be sued for personal injuries and/or property damage occurring on our properties. We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits. There can be no assurance that such coverage will cover all costs may increase.and expenses from such suits.
Potential losses may not be covered by insurance, which could result in the loss of our investment in a facility and the future cash flows from the facility.
We carry comprehensive liability, fire, extended coverage and rental loss insurance covering all of the facilities in our portfolio. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as loss from riots, war or acts of God, and, in some cases, flooding and environmental hazards, because such coverage is not available or is not available at commercially reasonable rates. Some of our policies, such as those covering losses due to terrorism, hurricanes, floods and earthquakes, are insured subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. If we experience a loss at a facility that is uninsured or that exceeds policy limits, we could lose the capital invested in that facility as well as the anticipated future cash flows from that facility. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impractical or undesirable to use insurance proceeds to replace a facility after it has been damaged or destroyed. In addition, if the damaged facilities are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these facilities were irreparably damaged.
We cannot assure you of our ability to pay dividends in the future.Our insurance coverage may not comply with certain loan requirements.
Historically, we have paid quarterly distributions to our shareholders, and we intend to pay quarterly dividends and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income in each year, subject to certain adjustments, is distributed. This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have not established a minimum dividends payment level and all future distributions will be made at the discretion of our Board of Trustees. Our ability to pay dividends will depend upon, among other factors:
·the operational and financial performance of our facilities;
·capital expenditures with respect to existing and newly acquired facilities;
·general and administrative costs associated with our operation as a publicly-held REIT;
·maintenance of our REIT status;
·the amount of, and the interest rates on, our debt;
·the absence of significant expenditures relating to environmental and other regulatory matters; and
·other risk factors described in this Annual Report on Form 10-K.
Certain of these mattersour properties serve as collateral for our mortgage-backed debt, some of which we assumed in connection with our acquisition of facilities and requires us to maintain insurance at levels and on terms that are beyondnot commercially reasonable in the current insurance environment. We may be unable to obtain required insurance coverage if the cost and/or availability make it impractical or impossible to comply with debt covenants. If we cannot comply with a lender’s requirements, the lender could declare a default, which could affect our controlability to obtain future financing and any significant difference between our expectations and actual results could have a material adverse effect on our results of operations and cash flowflows and our ability to obtain future financing. In addition, we may be required to self-insure against certain losses or our insurance costs may increase.
Potential liability for environmental contamination could result in substantial costs.
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or rent such facility or to borrow using such facility as collateral. In addition, in connection with the ownership, operation and management of real properties, we are potentially liable for property damage or injuries to persons and property.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We carry environmental insurance coverage on certain properties in our portfolio. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure you that our environmental assessments have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not actually known to us or that a material environmental condition does not otherwise exist with respect to any of our facilities.
Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.
Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with bringing the facilities into compliance. If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.
Privacy concerns could result in regulatory changes that may harm our business.
Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in which we operate have imposed restrictions and requirements on the use of personal information by those collecting such information. Changes to law or regulations affecting privacy, if applicable to our business, could impose additional costs and liability on us and could limit our use and disclosure of such information.
We face system security risks as we depend upon automated processes and the Internet.
We are increasingly dependent upon automated information technology processes. While we attempt to mitigate this risk through offsite backup procedures and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist event or cyber-attack. In addition, an increasing portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations despite our deployment of anti-virus measures. Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.
Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.
Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities. Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flow. Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.
Risks Related to the Real Estate Industry
Our performance and the value of our self-storage facilities are subject to risks associated with our properties and with the real estate industry.
Our rental revenues and operating costs and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our facilities do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our shareholders will be adversely affected. Events or conditions beyond our control that may adversely affect our operations or the value of our facilities include:
Table of Contentsinclude but are not limited to:
· downturns in the national, regional and local economic climate;
· local or regional oversupply, increased competition or reduction in demand for self-storage space;
· vacancies or changes in market rents for self-storage space;
· inability to collect rent from customers;
· increased operating costs, including maintenance, insurance premiums and real estate taxes;
· changes in interest rates and availability of financing;
· hurricanes, earthquakes and other natural disasters, civil disturbances, terrorist acts or acts of war that may result in uninsured or underinsured losses;
· significant expenditures associated with acquisitions and development projects, such as debt service payments, real estate taxes, insurance and maintenance costs which are generally not reduced when circumstances cause a reduction in revenues from a property;
· costs of complying with changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and
· the relative illiquidity of real estate investments.
In addition, prolonged periods of economic slowdown or recession, rising interest rates or declining demand for self-storage, or the public perception that any of these events may occur, could result in a general decline in rental revenues, which could impair our ability to satisfy our debt service obligations and to make distributions to our shareholders.
Rental revenues are significantly influenced by demand for self-storage space generally, and a decrease in such demand would likely have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio.
Because our portfolio of facilities consists primarily of self-storage facilities, we are subject to risks inherent in investments in a single industry. A decrease in the demand for self-storage space would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand for self-storage space has been and could be adversely affected by ongoing weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing self-storage facilities in an area and the excess amount of self-storage space in a particular market. To the extent that any of these conditions occur, they are likely to affect market rents for self-storage space, which could cause a decrease in our rental revenue. Any such decrease could impair our ability to satisfy debt service obligations and make distributions to our shareholders.
Adverse macroeconomic and business conditions may significantly and negatively affect our revenues, profitability and results of operations.
The United States has recently experienced an economic slowdown that has resulted in higher unemployment, shrinking demand for products, large-scale business failures and tight credit markets. 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. A continuation of ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
It is difficult to determine the breadth and duration of the economic and financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation or further worsening of these difficult financial and macroeconomic conditions could have a significant adverse effect on our sales, profitability and results of operations.
Our financial performance is dependent upon the economic and other conditions of the markets in which our facilities are located.
We are susceptible to adverse developments in the markets in which we operate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors. Our facilities in California, Florida, Texas, Ohio, Tennessee, Illinois and Arizona accounted for approximately 17%, 16%, 11%, 8%, 7%, 7% and 5%, respectively, of our total rentable square feet as of December 31, 2009. As a result of this geographic concentration of our facilities, we are particularly susceptible to adverse market conditions in these areas. Any adverse economic orBecause real estate developments in these markets, or in any of the other markets in which we operate, or any decrease in demand for self-storage space resulting from the local business climate could adversely affect our rental revenues, which could impair our ability to satisfy our debt service obligations and pay distributions to our shareholders.
Many states and local jurisdictions are facing severe budgetary problems which may have an adverse impact on our business and financial results.
Many states and jurisdictions are facing severe budgetary problems. Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes or other governmental efforts, including mandating medical insurance for employees, could adversely impact our business and results of operations.
Terrorist attacks and other acts of violence or war may adversely impact our performance and may affect the markets on which our securities are traded.
Terrorist attacks against our facilities, the United States or our interests, may negatively impact our operations and the value of our securities. Attacks or armed conflicts could negatively impact the demand for self-storage facilities and increase the cost of insurance coverage for our facilities, which could reduce our profitability and cash flow. Furthermore, any terrorist attacks or armed conflicts could result in increased volatility in or damage to the United States and worldwide financial markets and economy.
We face risks and significant competition associated with actions taken by our competitors.
Actions by our competitors may decrease or prevent increases of the occupancy and rental rates of our properties. We compete with numerous developers, owners and operators of self-storage, including other REITs, some of which own or may in the future own properties similar to ours in the same submarkets in which our properties are located and some of which may have greater capital resources. In addition, due to the relatively low cost of each individual self-storage facility, other developers, owners and operators have the capability to build additional facilities that may compete with our facilities.
If our competitors build new facilities that compete with our facilities or offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, market price of our stock and ability to satisfy our debt service obligations could be materially adversely affected. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not have otherwise made. Any unbudgeted capital improvements we undertake may reduce cash available for distributions to our shareholders.
We also face significant competition for acquisitions and development opportunities. Some of our competitors have greater financial resources than we do and a greater ability to borrow funds to acquire facilities. These competitors may also be willing and/or able to accept more risk than we can prudently manage, including risks with respect to the geographic proximity of investments and the payment of higher facility acquisition prices. This competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for self-storage space in certain areas where our facilities are located and, as a result, adversely affect our operating results.
We face risks associated with facility acquisitions.
We have in the past acquired, and intend at some time in the future to acquire, individual and portfolios of self-storage facilities that would increase our size and potentially alter our capital structure. Although we believe that the acquisitions that we expect to undertake in the future will enhance our future financial performance, the success of such transactions is subject to a number of factors, including the risks that:
·illiquid, we may not be able to obtain financing for acquisitions on favorable terms;sell properties when appropriate.
·acquisitions may failReal estate property investments generally cannot be sold quickly. Also, the tax laws applicable to perform as expected;
·the actual costs of repositioning or redeveloping acquired facilities may be higher thanREITs require that we hold our estimates;
·acquisitions may be located in new markets where we may have limited knowledge and understanding of the local economy, an absence of business relationships in the area or an unfamiliarity with local governmental and permitting procedures;
·there is only limited recourse, or no recourse, to the former owners of newly acquired facilities for unknown or undisclosed liabilities such asinvestment, rather than sale in the clean-up of undisclosed environmental contamination; claims by tenants, vendors or other persons arising on account of actions or omissions of the former owners of the facilities; ordinary course of business, expenses; and claims by local governments, adjoining property owners, property owner associations, and easement holders for fees, assessments, taxeswhich may cause us to forgo or defer sales of facilities that otherwise would be in our best interest. Therefore, we may not be able to dispose of facilities promptly, or on favorable terms, in response to economic or other property-related changes.
As a result, if a liability were asserted against us based upon ownership of an acquired facility, we might be required to pay significant sums to settle it,market conditions, which couldmay adversely affect our financial results and cash flow.position.
We will incur costs and will face integration challenges when we acquire additional facilities.
As we acquire or develop additional self-storage facilities, we will be subject to risks associated with integrating and managing new facilities, including customer retention and mortgage default risks. In the case of a large portfolio purchase, we could experience strains in our existing management information capacity. In addition, acquisitions or developments may cause disruptions in our operations and divert management’s attention away from day-to-day operations. Furthermore, our profitability may suffer because we will be required to expense acquisition-related costs and amortize in future periods costs for acquired goodwill and other intangible assets. Our failure to successfully integrate any future facilities into our portfolio could have an adverse effect on our operating costs and our ability to make distributionsRisks Related to our shareholders.
The acquisition of new facilities that lack operating history with us will give rise to difficulties in predicting revenue potential.
We intend to continue to acquire additional facilities. These acquisitions could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, operating costs or costs of improvements to bring an acquired facility up to the standards established for our intended market position, the performance of the facility may be below expectations. Acquired facilities may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure you that the performance of facilities acquired by us will increase or be maintained under our management.
Property ownership through joint ventures may limit our ability to act exclusively in our interest.
We have in the past,Qualification and may continue to, co-invest with third parties through joint ventures. In any such joint venture, we may not be in a position to exercise sole decision-making authority regarding the facilities owned through joint ventures.
Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments also have the potential risk of impasse on strategic decisions, suchOperation as a sale, in cases where neither we nor the joint venture partner would have full control over the joint venture.REIT In other circumstances, joint venture partners may have the ability without our agreement to make certain major decisions, including decisions about sales, capital expenditures and/or financing. Any disputes that may arise between us and our joint venture partners could result in litigation or arbitration that could increase our expenses and distract our officers and/or Trustees from focusing their time and effort on our business. In addition, we might in certain circumstances be liable for the actions of our joint venture partners, and the activities of a joint venture could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.
We face system security risks as we depend upon automated processes and the Internet.
We are increasingly dependent upon automated information technology processes. While we attempt to mitigate this risk through offsite backup procedures and contracted data centers that include, in some cases, redundant operations, we could still be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack. In addition, an increasing portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations despite our deployment of anti-virus measures. Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.
Potential liability for environmental contamination could result in substantial costs.
We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. If we fail to comply with those laws, we could be subject to significant fines or other governmental sanctions.
Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such facility or to borrow using such facility as collateral. In addition, in connection with the ownership, operation and management of real properties, we are potentially liable for property damage or injuries to persons and property.
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. We obtain or examine environmental assessments from qualified and reputable environmental consulting firms (and intend to conduct such assessments prior to the acquisition or development of additional facilities). The environmental assessments received to date have not revealed, nor do we have actual knowledge of, any environmental liability that we believe will have a material adverse effect on us. However, we cannot assure you that any environmental assessments performed have identified or will identify all material environmental conditions, that any prior owner of any facility did not create a material environmental condition not actually known to us or that a material environmental condition does not otherwise exist with respect to any of our facilities.
Americans with Disabilities Act and applicable state accessibility act compliance may require unanticipated expenditures.
Under the Americans with Disabilities Act of 1990 and applicable state accessibility act laws (collectively, the “ADA”), all places of public accommodation are required to meet federal requirements related to physical access and use by disabled persons. A number of other federal, state and local laws may also impose access and other similar requirements at our facilities. A failure to comply with the ADA or similar state or local requirements could result in the governmental imposition of fines or the award of damages to private litigants affected by the noncompliance. Although we believe that our facilities comply in all material respects with these requirements (or would be eligible for applicable exemptions from material requirements because of adaptive assistance provided), a determination that one or more of our facilities is not in compliance with the ADA or similar state or local requirements would result in the incurrence of additional costs associated with
bringing the facilities into compliance. If we are required to make substantial modifications to comply with the ADA or similar state or local requirements, we may be required to incur significant unanticipated expenditures, which could have an adverse effect on our operating costs and our ability to make distributions to our shareholders.
We may become subject to litigation or threatened litigation which may divert management’s time and attention, require us to pay damages and expenses or restrict the operation of our business.
We may become subject to disputes with commercial parties with whom we maintain relationships or other parties with whom we do business. Any such dispute could result in litigation between us and the other parties. Whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management’s ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant. In addition, any such resolution could involve our agreement with terms that restrict the operation of our business.
One type of commercial dispute could involve our use of our brand name and other intellectual property (for example, logos, signage and other marks), for which we generally have common law rights but no federal trademark registration. There are other commercial parties, at both a local and national level, that may assert that our use of our brand names and other intellectual property conflict with their rights to use brand names and other intellectual property that they consider to be similar to ours. Any such commercial dispute and related resolution would involve all of the risks described above, including, in particular, our agreement to restrict the use of our brand name or other intellectual property.
We also could be sued for personal injuries and/or property damage occurring on our properties. We maintain liability insurance with limits that we believe adequate to provide for the defense and/or payment of any damages arising from such lawsuits. There can be no assurance that such coverage will cover all costs and expenses from such suits.
Failure to qualify as a REIT would subject us to U.S. federal income tax which would reduce the cash available for distribution to our shareholders.
We operate our business to qualify to be taxed as a REIT for federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this Annual Report on Form 10-K are not binding on the IRS or any court. As a REIT, we generally will not be subject to federal income tax on the income that we distribute currently to our shareholders. Many of the REIT requirements, however, are highly technical and complex.
The determination that we are a REIT requires an analysis of various factual matters and circumstances that may not be totally within our control. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws. In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers. We also are required to distribute to our shareholders with respect to each year at least 90% of our REIT taxable income, (excludingexcluding net capital gains).gains. The fact that we hold substantially all of our assets through the operating partnershipOperating Partnership and its subsidiaries further complicates the application of the REIT requirements for us. Even a technical or inadvertent mistake could jeopardize our REIT status and, given the highly complex nature of the rules governing REITs and the ongoing importance of factual determinations, we cannot provide any assurance that we will continue to qualify as a REIT. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the statutory savings provisions in order to maintain our REIT status, we would nevertheless be required to pay penalty taxes of $50,000 or more for each such failure.
If we fail to qualify as a REIT for federal income tax purposes, and are unable to avail ourselves of certain savings provisions set forth in the Internal Revenue Code, we would be subject to federal income tax at regular corporate rates on all of our income. As a taxable corporation, we would not be allowed to take a deduction for distributions to shareholders in computing our taxable income or pass through long term capital gains to individual shareholders at favorable rates. We also could be subject to the federal alternative minimum tax and possibly increased state and local taxes. We would not be able to elect to be taxed as a REIT for four years following the year we first failed to qualify unless the IRS were to grant us relief under certain statutory provisions. If we failed to qualify as a REIT, we would have to pay significant income taxes, which would reduce our net earnings available for investment or distribution to our shareholders. This likely would have a significant adverse effect on our earnings and likely would adversely affect the value of our securities. In addition, we would no longer be required to pay any distributions to shareholders.
TableFailure of Contentsthe Operating Partnership (or a subsidiary partnership) to be treated as a partnership would have serious adverse consequences to our shareholders.
If the IRS were to successfully challenge the tax status of the Operating Partnership or any of its subsidiary partnerships for federal income tax purposes, the Operating Partnership or the affected subsidiary partnership would be taxable as a corporation. In such event we would cease to qualify as a REIT and the imposition of a corporate tax on the Operating Partnership or a subsidiary partnership would reduce the amount of cash available for distribution from the Operating Partnership to us and ultimately to our shareholders.
To maintain our REIT status, we may be forced to borrow funds on a short term basis during unfavorable market conditions.
As a REIT, we are subject to certain distribution requirements, including the requirement to distribute 90% of our REIT taxable income, thatwhich may result in our having to make distributions at a disadvantageous time or to borrow funds at unfavorable rates. Compliance with this requirement may hinder our ability to operate solely on the basis of maximizing profits.
We will pay some taxes even if we qualify as a REIT, which will reduce the cash available for distribution to our shareholders.
Even if we qualify as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to income tax to the extent we distribute less than 100% of our REIT taxable income, including capital gains. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale.
We cannot guarantee that sales of our properties would not be prohibited transactions unless we comply with certain statutory safe-harbor provisions.
In addition, any net taxable income earned directly by our taxable REIT subsidiaries, or through entities that are disregarded for federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. We have elected to treat U-Store-It Mini Warehouse Co.some of our subsidiaries as a taxable REIT subsidiary,subsidiaries, and we may elect to treat other subsidiaries as taxable REIT subsidiaries in the future. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition, the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to federal income tax on that income because not all states and localities follow the federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our shareholders.
We face possible federal, state and local tax audits.
Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but are subject to certain state and local taxes. Certain entities through which we own real estate either have undergone, or are currently undergoing, tax audits. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.
Risks Related to our Debt Financings
We face risks related to current debt maturities, including refinancing risk.
Certain of our mortgages, bank loans, and unsecured debt (including our senior notes) will have significant outstanding balances on their maturity dates, commonly known as “balloon payments.” We may not have the cash resources available to repay those amounts, and we may have to raise funds for such repayment either through the issuance of equity or debt securities, additional bank borrowings (which may include extension of maturity dates), joint ventures or asset sales. Furthermore, we are restricted from incurring certain additional indebtedness and making certain other changes to our capital and debt structure under the terms of the senior notes and the indenture governing the senior notes.
There can be no assurance that we will be able to refinance our debt on favorable terms or at all. To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to pay dividends to investors
As a result of our interest rate hedges, swap agreements and other, similar arrangements, we face counterparty risks.
We may be exposed to the potential risk of counterparty default or non-payment with respect to interest rate hedges, swap agreements, floors, caps and other interest rate hedging contracts that we may enter into from time to time, in which event we could suffer a material loss on the value of those agreements. Although these agreements may lessen the impact of rising interest rates on us, they also expose us to the risk that other parties to the agreements will not perform or that we cannot enforce the agreements. There is no assurance that our potential counterparties on these agreements will perform their obligations under such agreements.
Financing our future growth plan or refinancing existing debt maturities could be impacted by negative capital market conditions.
Recently, domestic financial markets have experienced extreme volatility and uncertainty. At times in recent years liquidity has tightened in the domestic financial markets, including the investment grade debt and equity capital markets for which we historically sought financing. Consequently, there is greater uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms nor can there be any assurance we can issue common or preferred equity securities at a reasonable price. Our ability to finance new acquisitions and refinance future debt maturities could be adversely impacted by our inability to secure permanent financing on reasonable terms, if at all.
The terms and covenants relating to our indebtedness could adversely impact our economic performance.
Like other real estate companies that incur debt, we are subject to risks associated with debt financing, such as the insufficiency of cash flow to meet required debt service payment obligations and the inability to refinance outstanding indebtedness at maturity. If our debt cannot be paid, refinanced or extended at maturity, we may not be able to make distributions to shareholders at expected levels or at all and may not be able to acquire new properties. Failure to make distributions to our shareholders could result in our failure to qualify as a REIT for federal income tax purposes. Furthermore, an increase in our interest expense could adversely affect our cash flow and ability to make distributions to shareholders. If we do not meet our debt service obligations, any facilities securing such indebtedness could be foreclosed on, which would have a material adverse effect on our cash flow and ability to make distributions and, depending on the number of facilities foreclosed on, could threaten our continued viability.
Our 2012 Credit Facility contains (and any new or amended facility we may enter into from time to time will likely contain) customary affirmative and negative covenants, including financial covenants that, among other things, require us to comply with certain liquidity and net worth tests. Our ability to borrow under the 2012 Credit Facility is (and any new or amended facility we may enter into from time to time will be) subject to compliance with such financial and other covenants. In the event that we fail to satisfy these covenants, we would be in default under the 2012 Credit Facility and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms. Moreover, the presence of such covenants in our credit agreements could cause us to operate our business with a view toward compliance with such covenants, which might not produce optimal returns for shareholders.
Increases in interest rates on variable rate indebtedness would increase our interest expense, which could adversely affect our cash flow and ability to make distributions to shareholders. Rising interest rates could also restrict our ability to refinance existing debt when it matures. In addition, an increase in interest rates could decrease the amounts that third parties are willing to pay for our assets, thereby limiting our ability to alter our portfolio promptly in relation to economic or other conditions.
Our organizational documents contain no limitation on the amount of debt we may incur. As a result, we may become highly leveraged in the future.
Our organizational documents do not limit the amount of indebtedness that we or our Operating Partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our assets at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.
Risks Related to our Organization and Structure
We are dependent upon our key personnelsenior management team whose continued service is not guaranteed.
Our top executives, Dean Jernigan, Christopher Marr and Timothy Martin, haveexecutive team, including our named executive officers, has extensive self-storage, real estate and public company experience. Although we have employment agreements with these members of our senior management team, we cannot provide any assurance that any of them will remain in our employment. The loss of services of one or more members of our senior management team particularly Dean Jernigan, our Chief Executive Officer, could adversely affect our operations and our future growth.
Privacy concerns could result in regulatory changes that may harm our business.22
Personal privacy has become a significant issue in the jurisdictions in which we operate. Many jurisdictions in which we operate have imposed restrictions and requirements on the useTable of personal information by those collecting such information. Changes to law or regulations affecting privacy, if applicable to our business, could impose additional costs and liability on us and could limit our use and disclosure of such information.Contents
We are dependent upon our on-site personnel to maximize customer satisfaction; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our rental revenues.
As of December 31, 2009,2012, we had 8081,221 field personnel involved in the management and operation of our facilities. The customer service, marketing skills and knowledge of local market demand and competitive dynamics of our facility managers are contributing factors to our ability to maximize our rental income and to achieve the highest sustainable rent levels at each of our facilities. We compete with various other companies in attracting and retaining qualified and skilled personnel.
Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.
Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.
Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over the then-prevailing market price of those shares, including:
· “business combination moratorium/fair price” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes stringent fair price and super-majority shareholder voting requirements on these combinations; and
· “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing Trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares” from a party other than the issuer) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two thirds of all the votes entitled to be cast on the matter, excluding all interested shares, and are subject to redemption in certain circumstances.
We have opted out of these provisions of Maryland law. However, our Board of Trustees may opt to make these provisions applicable to us at any time without shareholder approval.
Our Trustees also have the discretion, granted in our bylaws and Maryland law, without shareholder approval to, among other things (1) create a staggered Board of Trustees, and (2) amend our bylaws or repeal individual bylaws in a manner that provides the Board of Trustees with greater authority. Any such action could inhibit or impede a third party from making a proposal to acquire us at a price that could be beneficial to our shareholders.
Robert J. Amsdell, our former Chairman and Chief Executive Officer; Barry L. Amsdell, a former Trustee; Todd C. Amsdell, our former Chief Operating Officer and former President of our development subsidiary; and the Amsdell Entities (collectively, “The Amsdell Family”)collectively own an approximate 13.96 % beneficial interest in our company on a fullydiluted basis and therefore have the ability to exercise significant influence on any matter presented to our shareholders.
The Amsdell Family collectively owns approximately 12.6% of our outstanding common shares, and an approximate 13.96% beneficial interest in our company on a fully diluted basis. Consequently, the Amsdell Family may be able to significantly influence the outcome of matters submitted for shareholder action, including the election of our Board of Trustees and approval of significant corporate transactions, including business combinations, consolidations and mergers. As a result, Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell have substantial influence on us and could exercise their influence in a manner that conflicts with the interests of our other shareholders.
Our shareholders have limited control to prevent us from making any changes to our investment and financing policies.
Our Board of Trustees has adopted policies with respect to certain activities. These policies may be amended or revised from time to time at the discretion of our Board of Trustees without a vote of our shareholders. This means that our shareholders have limited control over changes in our policies. Such changes in our policies intended to improve, expand or diversify our business may not have the anticipated effects and consequently may adversely affect our business and prospects, results of operations and share price.
Our rights and the rights of our shareholders to take action against our Trustees and officers are limited.
Maryland law provides that a trustee or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our declaration of trust and bylaws require us to indemnify our Trustees and officers for actions taken on behalf of the Company by them in those capacities to the extent permitted by Maryland law. Accordingly, in the event that actions taken in good faith by any Trustee or officer impede our performance, our and our shareholders’ ability to recover damages from that Trustee or officer will be limited.
Our declaration of trust permits our Board of Trustees to issue preferred shares with terms that may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders.
Our declaration of trust permits our Board of Trustees to issue up to 40,000,000 preferred shares, of which 3,100,000 shares have already been issued, having those preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption as determined by our Board. In addition, our Board may reclassify any unissued common shares into one or more classes or series of preferred shares. Thus, our Board could authorize, without shareholder approval, the issuance of preferred shares with terms and conditions that could have the effect of discouraging a takeover or other transaction in which holders of some or a majority of our shares might receive a premium for their shares over the then-prevailing market price of our shares. We currently do not expect that the Board would require shareholder approval prior to such a preferred issuance. In addition, any preferred shares that we issue would rank senior to our common shares with respect to the payment of distributions, in which case we could not pay any distributions on our common shares until full distributions have been paid with respect to such preferred shares.
Risks Related to our Securities
Additional issuances of equity securities may be dilutive to shareholders.
The interests of our shareholders could be diluted if we issue additional equity securities to finance future acquisitions or developments or to repay indebtedness. Our Board of Trustees may authorize the issuance of additional equity securities, including preferred shares, without shareholder approval. Our ability to execute our business strategy depends upon our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity.
Many factors could have an adverse effect on the market value of our securities.
A number of factors might adversely affect the price of our securities, many of which are beyond our control. These factors include:
·increases in market interest rates, relative to the dividend yield on our shares. If market interest rates go up, prospective purchasers of our securities may require a higher yield. Higher market interest rates would not, however, result in more funds for us to distribute and, to the contrary, would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common sharesequity securities to go down;
·anticipated benefit of an investment in our securities as compared to investment in securities of companies in other industries (including benefits associated with tax treatment of dividends and distributions);
·perception by market professionals of REITs generally and REITs comparable to us in particular;
·level of institutional investor interest in our securities;
·relatively low trading volumes in securities of REITs;
· our results of operations and financial condition;
· investor confidence in the stock market generally; and
· additions and departures of key personnel.
The market value of our common sharesequity securities is based primarily upon the market’s perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our common sharesequity securities may trade at prices that are higher or lower than our net asset value per common share.equity security. If our future earnings or cash distributions are less than expected, it is likely that the market price of our common sharesequity securities will diminish.
The market price of our common shares has been, and may continue to be, particularly volatile, and our shareholders may be unable to resell their shares at a profit.
The market price of our common shares has been subject to significant fluctuations and may continue to fluctuate or decline. Since March 2009, our common stock has been particularly volatile asBetween 2010 and December 31, 2012, the price of our common stockshares has rangedbeen volatile, ranging from a high of $7.83$14.74 (on December 24, 2012) to a low of $1.34.$6.14 (on February 25, 2010). In the past several years, REIT stockssecurities have experienced high levels of volatility and significant declines in value from their historic highs. Additionally, as a result of the current global credit crisis and the concurrent economic downturn in the U.S. and globally, there have been significant declines in the values of equity securities generally in the U.S. and abroad.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Overview
As of December 31, 2009,2012, we owned 367381 self-storage facilities located in 2622 states and the District of Columbia; and aggregating approximately 23.725.5 million rentable square feet. The following table sets forth certain summary information regarding our facilities by state as of December 31, 2009.2012.
|
|
|
|
|
| Total |
| % of Total |
| % of |
|
|
|
|
|
| Total |
| % of Total |
|
|
|
|
| Number of |
| Number of |
| Rentable |
| Rentable |
| Occupied |
|
| Number of |
| Number of |
| Rentable |
| Rentable |
|
|
|
State |
| Facilities |
| Units |
| Square Feet |
| Square Feet |
| Square Feet |
|
| Facilities |
| Units |
| Square Feet |
| Square Feet |
| Occupancy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California |
| 58 |
| 33,821 |
| 3,954,013 |
| 16.7 | % | 67.6 | % | |||||||||||
Florida |
| 51 |
| 36,094 |
| 3,795,690 |
| 16.0 | % | 75.5 | % |
| 55 |
| 38,802 |
| 4,076,940 |
| 16.0 | % | 85.0 | % |
Texas |
| 43 |
| 20,878 |
| 2,643,421 |
| 11.1 | % | 79.9 | % |
| 53 |
| 25,859 |
| 3,258,014 |
| 12.8 | % | 83.8 | % |
California |
| 43 |
| 26,196 |
| 3,099,697 |
| 12.2 | % | 82.9 | % | |||||||||||
New York |
| 30 |
| 34,219 |
| 2,127,114 |
| 8.4 | % | 84.7 | % | |||||||||||
Illinois |
| 27 |
| 13,829 |
| 1,607,406 |
| 6.3 | % | 88.0 | % | |||||||||||
Arizona |
| 24 |
| 11,931 |
| 1,283,093 |
| 5.0 | % | 83.5 | % | |||||||||||
Tennessee |
| 23 |
| 12,327 |
| 1,606,973 |
| 6.3 | % | 84.0 | % | |||||||||||
New Jersey |
| 21 |
| 13,418 |
| 1,386,285 |
| 5.4 | % | 81.9 | % | |||||||||||
Connecticut |
| 20 |
| 9,089 |
| 1,041,681 |
| 4.1 | % | 85.0 | % | |||||||||||
Georgia |
| 16 |
| 9,645 |
| 1,182,150 |
| 4.6 | % | 83.9 | % | |||||||||||
Ohio |
| 33 |
| 15,347 |
| 1,879,352 |
| 7.9 | % | 72.4 | % |
| 15 |
| 8453 |
| 979,849 |
| 3.8 | % | 86.1 | % |
Illinois |
| 27 |
| 13,879 |
| 1,609,823 |
| 6.8 | % | 81.5 | % | |||||||||||
Tennessee |
| 24 |
| 12,855 |
| 1,682,687 |
| 7.1 | % | 76.0 | % | |||||||||||
Arizona |
| 24 |
| 11,713 |
| 1,246,619 |
| 5.3 | % | 75.3 | % | |||||||||||
Connecticut |
| 17 |
| 7,076 |
| 848,086 |
| 3.6 | % | 78.0 | % | |||||||||||
New Jersey |
| 13 |
| 9,004 |
| 876,505 |
| 3.7 | % | 74.1 | % | |||||||||||
Georgia |
| 9 |
| 6,092 |
| 759,215 |
| 3.2 | % | 76.3 | % | |||||||||||
Virginia |
| 9 |
| 6,722 |
| 692,015 |
| 2.7 | % | 83.9 | % | |||||||||||
Colorado |
| 9 |
| 4,755 |
| 567,556 |
| 2.2 | % | 87.2 | % | |||||||||||
Maryland |
| 6 |
| 5,117 |
| 596,912 |
| 2.3 | % | 84.4 | % | |||||||||||
North Carolina |
| 6 |
| 3,873 |
| 463,062 |
| 1.8 | % | 82.2 | % | |||||||||||
Pennsylvania |
| 7 |
| 4,829 |
| 513,880 |
| 2.0 | % | 84.5 | % | |||||||||||
Utah |
| 4 |
| 2,207 |
| 239,623 |
| 0.9 | % | 87.5 | % | |||||||||||
Massachusetts |
| 4 |
| 2,379 |
| 206,419 |
| 0.8 | % | 81.9 | % | |||||||||||
New Mexico |
| 3 |
| 1,620 |
| 182,061 |
| 0.7 | % | 85.3 | % | |||||||||||
Washington DC |
| 2 |
| 1,799 |
| 145,615 |
| 0.6 | % | 92.8 | % | |||||||||||
Nevada |
| 2 |
| 885 |
| 97,446 |
| 0.4 | % | 85.6 | % | |||||||||||
Indiana |
| 9 |
| 5,171 |
| 592,742 |
| 2.5 | % | 71.3 | % |
| 1 |
| 713 |
| 73,014 |
| 0.4 | % | 86.6 | % |
New Mexico |
| 9 |
| 3,437 |
| 387,665 |
| 1.6 | % | 80.4 | % | |||||||||||
Colorado |
| 8 |
| 4,067 |
| 491,394 |
| 2.1 | % | 76.6 | % | |||||||||||
North Carolina |
| 8 |
| 4,756 |
| 557,721 |
| 2.4 | % | 76.0 | % | |||||||||||
Maryland |
| 5 |
| 4,191 |
| 517,782 |
| 2.2 | % | 83.0 | % | |||||||||||
New York |
| 5 |
| 2,871 |
| 311,883 |
| 1.3 | % | 77.7 | % | |||||||||||
Michigan |
| 4 |
| 1,885 |
| 270,869 |
| 1.1 | % | 70.7 | % | |||||||||||
Utah |
| 4 |
| 2,255 |
| 241,524 |
| 1.0 | % | 79.8 | % | |||||||||||
Louisiana |
| 3 |
| 1,423 |
| 195,267 |
| 0.8 | % | 81.0 | % | |||||||||||
Massachusetts |
| 3 |
| 1,784 |
| 173,413 |
| 0.7 | % | 75.1 | % | |||||||||||
Pennsylvania |
| 2 |
| 1,614 |
| 173,869 |
| 0.7 | % | 79.9 | % | |||||||||||
Virginia |
| 2 |
| 1,174 |
| 130,682 |
| 0.6 | % | 69.0 | % | |||||||||||
Nevada |
| 2 |
| 884 |
| 97,068 |
| 0.4 | % | 82.0 | % | |||||||||||
Alabama |
| 1 |
| 798 |
| 128,951 |
| 0.5 | % | 73.7 | % | |||||||||||
Washington, DC |
| 1 |
| 752 |
| 62,695 |
| 0.3 | % | 89.5 | % | |||||||||||
Mississippi |
| 1 |
| 509 |
| 61,251 |
| 0.2 | % | 77.7 | % | |||||||||||
Wisconsin |
| 1 |
| 485 |
| 58,515 |
| 0.2 | % | 76.4 | % |
| 1 |
| 486 |
| 58,500 |
| 0.3 | % | 81.2 | % |
Total/Weighted Average |
| 367 |
| 204,815 |
| 23,748,702 |
| 100.0 | % | 75.2 | % |
| 381 |
| 239,153 |
| 25,485,304 |
| 100.0 | % | 84.4 | % |
Our Facilities
The following table sets forth certain additional information with respect to each of our facilities as of December 31, 2009.2012. Our ownership of each facility consists of a fee interest in the facility held by U-Store-It, L.P., our operating partnership,Operating Partnership, or one of its subsidiaries, except for five of our Morris Township, NJ facility, where we have afacilities, which are subject to ground lease.leases. In addition, small parcels of land at fivefour of our other facilities are subject to ground leases.
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Mobile, AL † |
| 1997 |
| 1974/90 |
| 128,951 |
| 73.7 | % | 798 |
| Y |
| 1.6 | % |
Chandler, AZ |
| 2005 |
| 1985 |
| 47,520 |
| 81.7 | % | 439 |
| Y |
| 6.9 | % |
Glendale, AZ |
| 1998 |
| 1987 |
| 56,850 |
| 76.5 | % | 529 |
| Y |
| 0.0 | % |
Green Valley, AZ |
| 2005 |
| 1985 |
| 25,050 |
| 68.9 | % | 257 |
| N |
| 8.0 | % |
Mesa I, AZ |
| 2006 |
| 1985 |
| 52,375 |
| 80.5 | % | 495 |
| N |
| 0.0 | % |
Mesa II, AZ |
| 2006 |
| 1981 |
| 45,145 |
| 78.0 | % | 389 |
| Y |
| 8.4 | % |
Mesa III, AZ |
| 2006 |
| 1986 |
| 58,264 |
| 68.1 | % | 482 |
| Y |
| 4.5 | % |
Phoenix I, AZ |
| 2006 |
| 1987 |
| 100,762 |
| 66.4 | % | 757 |
| Y |
| 8.7 | % |
Phoenix II, AZ |
| 2006 |
| 1974 |
| 45,270 |
| 85.3 | % | 409 |
| Y |
| 4.7 | % |
Scottsdale, AZ |
| 1998 |
| 1995 |
| 80,925 |
| 79.9 | % | 635 |
| Y |
| 9.5 | % |
Tempe, AZ |
| 2005 |
| 1975 |
| 53,890 |
| 72.9 | % | 403 |
| Y |
| 13.0 | % |
Tucson I, AZ |
| 1998 |
| 1974 |
| 59,350 |
| 74.6 | % | 491 |
| Y |
| 0.0 | % |
Tucson II, AZ |
| 1998 |
| 1988 |
| 43,950 |
| 76.6 | % | 525 |
| Y |
| 100.0 | % |
Tucson III, AZ |
| 2005 |
| 1979 |
| 49,822 |
| 68.6 | % | 494 |
| N |
| 0.0 | % |
Tucson IV, AZ |
| 2005 |
| 1982 |
| 48,040 |
| 81.1 | % | 508 |
| Y |
| 3.7 | % |
Tucson V, AZ |
| 2005 |
| 1982 |
| 45,234 |
| 69.4 | % | 419 |
| Y |
| 3.0 | % |
Tucson VI, AZ |
| 2005 |
| 1982 |
| 40,841 |
| 69.4 | % | 417 |
| Y |
| 3.4 | % |
Tucson VII, AZ |
| 2005 |
| 1982 |
| 52,688 |
| 75.7 | % | 605 |
| Y |
| 2.0 | % |
Tucson VIII, AZ |
| 2005 |
| 1979 |
| 46,650 |
| 73.9 | % | 466 |
| Y |
| 0.0 | % |
Tucson IX, AZ |
| 2005 |
| 1984 |
| 67,656 |
| 73.9 | % | 610 |
| Y |
| 2.0 | % |
Tucson X, AZ |
| 2005 |
| 1981 |
| 46,350 |
| 72.5 | % | 430 |
| N |
| 0.0 | % |
Tucson XI, AZ |
| 2005 |
| 1974 |
| 42,700 |
| 75.4 | % | 433 |
| Y |
| 0.0 | % |
Tucson XII, AZ |
| 2005 |
| 1974 |
| 42,325 |
| 83.7 | % | 437 |
| Y |
| 4.8 | % |
Tucson XIII, AZ |
| 2005 |
| 1974 |
| 45,792 |
| 75.4 | % | 522 |
| Y |
| 0.0 | % |
Tucson XIV, AZ |
| 2005 |
| 1976 |
| 49,170 |
| 85.8 | % | 561 |
| Y |
| 8.8 | % |
Apple Valley I, CA |
| 1997 |
| 1984 |
| 73,250 |
| 48.1 | % | 552 |
| N |
| 0.0 | % |
Apple Valley II, CA |
| 1997 |
| 1988 |
| 61,555 |
| 67.3 | % | 471 |
| Y |
| 5.9 | % |
Benicia, CA |
| 2005 |
| 1988/93/05 |
| 74,770 |
| 83.8 | % | 734 |
| Y |
| 0.0 | % |
Bloomington I, CA |
| 1997 |
| 1987 |
| 28,425 |
| 67.0 | % | 216 |
| N |
| 0.0 | % |
Bloomington II, CA † |
| 1997 |
| 1987 |
| 25,860 |
| 67.4 | % | 20 |
| N |
| 0.0 | % |
Cathedral City, CA † |
| 2006 |
| 1982/92 |
| 109,745 |
| 59.4 | % | 708 |
| Y |
| 2.3 | % |
Citrus Heights, CA |
| 2005 |
| 1987 |
| 75,620 |
| 60.6 | % | 658 |
| Y |
| 0.0 | % |
Diamond Bar, CA |
| 2005 |
| 1988 |
| 103,034 |
| 81.1 | % | 898 |
| Y |
| 0.0 | % |
Escondido, CA |
| 2007 |
| 2002 |
| 142,970 |
| 74.5 | % | 1226 |
| Y |
| 6.6 | % |
Fallbrook, CA |
| 1997 |
| 1985/88 |
| 46,370 |
| 88.6 | % | 446 |
| Y |
| 0.0 | % |
Hemet, CA |
| 1997 |
| 1989 |
| 66,040 |
| 66.1 | % | 433 |
| Y |
| 0.0 | % |
Highland I, CA |
| 1997 |
| 1987 |
| 76,765 |
| 52.3 | % | 841 |
| Y |
| 0.0 | % |
Highland II, CA |
| 2006 |
| 1982 |
| 62,257 |
| 57.8 | % | 519 |
| Y |
| 1.0 | % |
Lancaster, CA |
| 2001 |
| 1987 |
| 60,665 |
| 42.7 | % | 385 |
| Y |
| 0.0 | % |
Long Beach, CA |
| 2006 |
| 1974 |
| 124,363 |
| 60.7 | % | 1349 |
| Y |
| 0.0 | % |
Murrieta, CA |
| 2005 |
| 1996 |
| 49,790 |
| 81.7 | % | 426 |
| Y |
| 2.9 | % |
North Highlands, CA |
| 2005 |
| 1980 |
| 57,244 |
| 84.0 | % | 471 |
| N |
| 0.0 | % |
Orangevale, CA |
| 2005 |
| 1980 |
| 51,142 |
| 70.5 | % | 523 |
| Y |
| 0.0 | % |
Palm Springs I, CA |
| 2006 |
| 1989 |
| 72,675 |
| 59.4 | % | 570 |
| Y |
| 0.0 | % |
Palm Springs II, CA † |
| 2006 |
| 1982/89 |
| 122,370 |
| 61.6 | % | 626 |
| Y |
| 8.7 | % |
Pleasanton, CA |
| 2005 |
| 2003 |
| 85,195 |
| 81.2 | % | 693 |
| Y |
| 0.0 | % |
Rancho Cordova, CA |
| 2005 |
| 1979 |
| 53,928 |
| 64.7 | % | 460 |
| Y |
| 0.0 | % |
Redlands, CA |
| 1997 |
| 1985 |
| 62,805 |
| 64.8 | % | 538 |
| N |
| 0.0 | % |
Rialto I, CA |
| 1997 |
| 1987 |
| 57,371 |
| 68.8 | % | 497 |
| Y |
| 0.0 | % |
Rialto II, CA |
| 2006 |
| 1980 |
| 99,783 |
| 74.3 | % | 749 |
| Y |
| 0.0 | % |
Riverside I, CA |
| 1997 |
| 1989 |
| 28,310 |
| 76.8 | % | 226 |
| N |
| 0.0 | % |
Riverside II, CA † |
| 1997 |
| 1989 |
| 20,420 |
| 67.6 | % | 18 |
| N |
| 0.0 | % |
Riverside III, CA |
| 1998 |
| 1989 |
| 46,809 |
| 66.0 | % | 429 |
| Y |
| 0.0 | % |
Riverside IV, CA |
| 2006 |
| 1977 |
| 67,220 |
| 76.7 | % | 663 |
| Y |
| 0.0 | % |
Riverside V, CA |
| 2006 |
| 1985 |
| 85,346 |
| 50.0 | % | 830 |
| Y |
| 3.9 | % |
Riverside VI, CA |
| 2007 |
| 2004 |
| 74,900 |
| 76.9 | % | 409 |
| Y |
| 12.7 | % |
Roseville, CA |
| 2005 |
| 1979 |
| 60,094 |
| 75.2 | % | 547 |
| N |
| 0.0 | % |
Sacramento I, CA |
| 2005 |
| 1979 |
| 51,114 |
| 66.2 | % | 543 |
| Y |
| 0.0 | % |
Sacramento II, CA |
| 2005 |
| 1986 |
| 62,130 |
| 65.9 | % | 575 |
| Y |
| 0.0 | % |
San Bernardino I, CA |
| 1997 |
| 1987 |
| 83,253 |
| 58.8 | % | 578 |
| Y |
| 2.0 | % |
San Bernardino II, CA |
| 1997 |
| 1987 |
| 31,070 |
| 53.7 | % | 253 |
| N |
| 0.0 | % |
San Bernardino III, CA |
| 1997 |
| 1989 |
| 57,215 |
| 71.1 | % | 584 |
| Y |
| 0.0 | % |
San Bernardino IV, CA |
| 1997 |
| 1991 |
| 41,546 |
| 69.3 | % | 375 |
| Y |
| 0.0 | % |
San Bernardino V, CA |
| 1997 |
| 1985/92 |
| 35,671 |
| 63.9 | % | 402 |
| N |
| 0.0 | % |
San Bernardino VI, CA |
| 2005 |
| 2002/04 |
| 83,507 |
| 63.9 | % | 749 |
| N |
| 11.8 | % |
San Bernardino VII, CA |
| 2006 |
| 1974 |
| 56,795 |
| 58.8 | % | 499 |
| Y |
| 4.2 | % |
San Bernardino VIII, CA |
| 2006 |
| 1975 |
| 103,860 |
| 54.8 | % | 951 |
| N |
| 0.0 | % |
San Bernardino IX, CA |
| 2006 |
| 1978 |
| 78,839 |
| 73.9 | % | 645 |
| Y |
| 1.3 | % |
San Bernardino X, CA |
| 2006 |
| 1977 |
| 95,154 |
| 63.2 | % | 889 |
| Y |
| 0.0 | % |
San Marcos, CA |
| 2005 |
| 1979 |
| 37,430 |
| 76.0 | % | 246 |
| Y |
| 0.0 | % |
Santa Ana, CA |
| 2006 |
| 1984 |
| 64,571 |
| 69.6 | % | 710 |
| N |
| 2.4 | % |
South Sacramento, CA |
| 2005 |
| 1979 |
| 51,740 |
| 48.8 | % | 417 |
| Y |
| 0.0 | % |
Spring Valley, CA |
| 2006 |
| 1980 |
| 55,045 |
| 68.4 | % | 711 |
| Y |
| 0.0 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Sun City, CA |
| 1998 |
| 1989 |
| 38,335 |
| 90.0 | % | 362 |
| N |
| 0.0 | % |
Temecula I, CA |
| 1998 |
| 1985/2003 |
| 81,700 |
| 72.3 | % | 683 |
| Y |
| 46.4 | % |
Temecula II, CA |
| 2006 |
| 2003 |
| 84,345 |
| 72.4 | % | 643 |
| Y |
| 51.2 | % |
Thousand Palms, CA |
| 2006 |
| 1988/01 |
| 75,445 |
| 58.0 | % | 765 |
| Y |
| 27.1 | % |
Vista I, CA |
| 2001 |
| 1988 |
| 74,605 |
| 82.8 | % | 612 |
| Y |
| 0.0 | % |
Vista II, CA |
| 2005 |
| 2001/02/03 |
| 147,421 |
| 70.6 | % | 1261 |
| Y |
| 2.3 | % |
Walnut, CA |
| 2005 |
| 1987 |
| 50,708 |
| 72.2 | % | 536 |
| Y |
| 9.2 | % |
West Sacramento, CA |
| 2005 |
| 1984 |
| 39,715 |
| 73.0 | % | 482 |
| Y |
| 0.0 | % |
Westminster, CA |
| 2005 |
| 1983/98 |
| 68,148 |
| 77.7 | % | 558 |
| Y |
| 0.0 | % |
Yucaipa, CA |
| 1997 |
| 1989 |
| 77,560 |
| 71.1 | % | 661 |
| Y |
| 0.0 | % |
Aurora I, CO |
| 2005 |
| 1981 |
| 75,627 |
| 72.0 | % | 602 |
| Y |
| 0.0 | % |
Colorado Springs I, CO |
| 2005 |
| 1986 |
| 47,975 |
| 76.0 | % | 454 |
| Y |
| 0.0 | % |
Colorado Springs II, CO |
| 2006 |
| 2001 |
| 62,400 |
| 78.5 | % | 433 |
| Y |
| 0.0 | % |
Denver I, CO |
| 2006 |
| 1997 |
| 59,200 |
| 70.4 | % | 451 |
| Y |
| 0.0 | % |
Federal Heights, CO |
| 2005 |
| 1980 |
| 54,770 |
| 82.7 | % | 559 |
| Y |
| 0.0 | % |
Golden, CO |
| 2005 |
| 1985 |
| 85,830 |
| 82.5 | % | 621 |
| Y |
| 1.2 | % |
Littleton I , CO |
| 2005 |
| 1987 |
| 53,490 |
| 72.5 | % | 449 |
| Y |
| 37.4 | % |
Northglenn, CO |
| 2005 |
| 1980 |
| 52,102 |
| 76.5 | % | 498 |
| Y |
| 0.0 | % |
Bloomfield, CT |
| 1997 |
| 1987/93/94 |
| 48,700 |
| 74.4 | % | 436 |
| Y |
| 6.6 | % |
Branford, CT |
| 1995 |
| 1986 |
| 50,679 |
| 76.4 | % | 431 |
| N |
| 2.2 | % |
Bristol, CT |
| 2005 |
| 1989/99 |
| 48,050 |
| 76.5 | % | 438 |
| N |
| 22.3 | % |
East Windsor, CT |
| 2005 |
| 1986/89 |
| 45,900 |
| 77.4 | % | 296 |
| N |
| 0.0 | % |
Enfield, CT |
| 2001 |
| 1989 |
| 52,875 |
| 92.2 | % | 365 |
| N |
| 0.0 | % |
Gales Ferry, CT |
| 1995 |
| 1987/89 |
| 54,130 |
| 72.7 | % | 596 |
| N |
| 6.3 | % |
Manchester I, CT (6) |
| 2002 |
| 1999/00/01 |
| 47,125 |
| 86.3 | % | 459 |
| N |
| 37.6 | % |
Manchester II, CT |
| 2005 |
| 1984 |
| 52,725 |
| 74.1 | % | 390 |
| N |
| 0.0 | % |
Milford, CT |
| 1994 |
| 1975 |
| 44,885 |
| 76.9 | % | 376 |
| Y |
| 4.0 | % |
Monroe, CT |
| 2005 |
| 1996/03 |
| 58,500 |
| 76.9 | % | 400 |
| N |
| 0.0 | % |
Mystic, CT |
| 1994 |
| 1975/86 |
| 50,725 |
| 81.2 | % | 556 |
| Y |
| 2.3 | % |
Newington I, CT |
| 2005 |
| 1978/97 |
| 42,520 |
| 71.2 | % | 248 |
| N |
| 0.0 | % |
Newington II, CT |
| 2005 |
| 1979/81 |
| 36,140 |
| 82.9 | % | 198 |
| N |
| 0.0 | % |
Old Saybrook I, CT |
| 2005 |
| 1982/88/00 |
| 87,625 |
| 80.6 | % | 713 |
| N |
| 5.8 | % |
Old Saybrook II, CT |
| 2005 |
| 1988/02 |
| 26,425 |
| 80.9 | % | 254 |
| N |
| 54.6 | % |
South Windsor, CT |
| 1994 |
| 1976 |
| 72,125 |
| 70.4 | % | 553 |
| Y |
| 1.1 | % |
Stamford, CT |
| 2005 |
| 1997 |
| 28,957 |
| 78.3 | % | 367 |
| N |
| 32.8 | % |
Washington, DC |
| 2008 |
| 2002 |
| 62,695 |
| 89.5 | % | 752 |
| Y |
| 96.5 | % |
Boca Raton, FL |
| 2001 |
| 1998 |
| 37,958 |
| 76.5 | % | 605 |
| Y |
| 68.2 | % |
Boynton Beach I, FL |
| 2001 |
| 1999 |
| 61,977 |
| 78.6 | % | 767 |
| Y |
| 54.2 | % |
Boynton Beach II, FL |
| 2005 |
| 2001 |
| 61,777 |
| 67.8 | % | 580 |
| Y |
| 82.3 | % |
Bradenton I, FL |
| 2004 |
| 1979 |
| 68,391 |
| 58.5 | % | 635 |
| N |
| 2.7 | % |
Bradenton II, FL |
| 2004 |
| 1996 |
| 87,810 |
| 77.5 | % | 859 |
| Y |
| 40.1 | % |
Cape Coral, FL |
| 2000* |
| 2000 |
| 76,592 |
| 75.0 | % | 864 |
| Y |
| 83.5 | % |
Dania, FL |
| 1994 |
| 1988 |
| 58,270 |
| 78.7 | % | 498 |
| Y |
| 26.9 | % |
Dania Beach, FL (6) |
| 2004 |
| 1984 |
| 181,513 |
| 65.4 | % | 1975 |
| N |
| 20.4 | % |
Davie, FL |
| 2001* |
| 2001 |
| 81,135 |
| 70.1 | % | 853 |
| Y |
| 55.6 | % |
Deerfield Beach, FL |
| 1998* |
| 1998 |
| 57,280 |
| 82.8 | % | 519 |
| Y |
| 38.8 | % |
Delray Beach, FL |
| 2001 |
| 1999 |
| 67,821 |
| 74.8 | % | 834 |
| Y |
| 39.3 | % |
Fernandina Beach, FL |
| 1996 |
| 1986 |
| 110,785 |
| 71.7 | % | 828 |
| N |
| 35.7 | % |
Ft. Lauderdale, FL |
| 1999 |
| 1999 |
| 70,093 |
| 87.8 | % | 690 |
| Y |
| 46.8 | % |
Ft. Myers, FL |
| 1998 |
| 1998 |
| 67,642 |
| 68.8 | % | 591 |
| Y |
| 67.0 | % |
Jacksonville I, FL |
| 2005 |
| 2005 |
| 80,586 |
| 84.1 | % | 730 |
| N |
| 100.0 | % |
Jacksonville II, FL |
| 2007 |
| 2004 |
| 65,070 |
| 87.2 | % | 664 |
| N |
| 100.0 | % |
Jacksonville III, FL |
| 2007 |
| 2003 |
| 65,595 |
| 80.6 | % | 691 |
| N |
| 100.0 | % |
Jacksonville IV, FL |
| 2007 |
| 2006 |
| 78,370 |
| 73.3 | % | 704 |
| N |
| 75.1 | % |
Jacksonville V, FL |
| 2007 |
| 2004 |
| 82,160 |
| 80.2 | % | 713 |
| N |
| 82.2 | % |
Kendall, FL |
| 2007 |
| 2003 |
| 75,395 |
| 76.0 | % | 703 |
| N |
| 71.0 | % |
Lake Worth, FL † |
| 1998 |
| 1998/02 |
| 161,808 |
| 88.0 | % | 1396 |
| Y |
| 37.2 | % |
Lakeland I, FL |
| 1994 |
| 1988 |
| 49,095 |
| 78.5 | % | 491 |
| Y |
| 79.4 | % |
Lutz I, FL |
| 2004 |
| 2000 |
| 66,595 |
| 64.5 | % | 614 |
| Y |
| 37.2 | % |
Lutz II, FL |
| 2004 |
| 1999 |
| 69,232 |
| 80.2 | % | 539 |
| Y |
| 20.6 | % |
Margate I, FL † |
| 1994 |
| 1979/81 |
| 54,505 |
| 75.1 | % | 339 |
| N |
| 10.0 | % |
Margate II, FL † |
| 1996 |
| 1985 |
| 65,186 |
| 89.2 | % | 425 |
| Y |
| 28.8 | % |
Merrit Island, FL |
| 2000 |
| 2000 |
| 50,417 |
| 71.2 | % | 465 |
| Y |
| 56.7 | % |
Miami I, FL |
| 1995 |
| 1995 |
| 46,825 |
| 78.7 | % | 560 |
| Y |
| 52.1 | % |
Miami II, FL |
| 1994 |
| 1989 |
| 67,060 |
| 72.1 | % | 567 |
| Y |
| 8.0 | % |
Miami VI, FL |
| 2005 |
| 1988/03 |
| 150,510 |
| 70.4 | % | 1523 |
| N |
| 86.8 | % |
Naples I, FL |
| 1996 |
| 1996 |
| 48,150 |
| 88.2 | % | 336 |
| Y |
| 26.6 | % |
Naples II, FL |
| 1997 |
| 1985 |
| 65,850 |
| 84.8 | % | 644 |
| Y |
| 44.6 | % |
Naples III, FL |
| 1997 |
| 1981/83 |
| 80,675 |
| 65.0 | % | 818 |
| Y |
| 23.9 | % |
Naples IV, FL |
| 1998 |
| 1990 |
| 40,700 |
| 70.9 | % | 441 |
| N |
| 43.6 | % |
Ocoee, FL |
| 2005 |
| 1997 |
| 76,130 |
| 81.2 | % | 627 |
| Y |
| 15.5 | % |
Orange City, FL |
| 2004 |
| 2001 |
| 59,586 |
| 76.0 | % | 648 |
| N |
| 39.1 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Orlando I, FL (6) |
| 1997 |
| 1987 |
| 52,170 |
| 63.8 | % | 497 |
| Y |
| 4.9 | % |
Orlando II, FL |
| 2005 |
| 2002/04 |
| 63,084 |
| 83.6 | % | 586 |
| N |
| 74.2 | % |
Orlando III, FL |
| 2006 |
| 1988/90/96 |
| 104,140 |
| 68.2 | % | 790 |
| Y |
| 6.9 | % |
Oviedo, FL |
| 2006 |
| 1988/1991 |
| 49,251 |
| 76.8 | % | 425 |
| Y |
| 3.2 | % |
Pembroke Pines, FL |
| 1997 |
| 1997 |
| 67,321 |
| 83.0 | % | 702 |
| Y |
| 63.2 | % |
Royal Palm Beach I, FL † |
| 1994 |
| 1988 |
| 98,961 |
| 64.7 | % | 675 |
| N |
| 54.5 | % |
Royal Palm Beach II, FL |
| 2007 |
| 2004 |
| 81,415 |
| 72.2 | % | 770 |
| N |
| 82.3 | % |
Sanford, FL |
| 2006 |
| 1988/2006 |
| 61,810 |
| 70.8 | % | 438 |
| Y |
| 28.6 | % |
Sarasota, FL |
| 1998 |
| 1998 |
| 71,102 |
| 70.6 | % | 526 |
| Y |
| 42.5 | % |
St. Augustine, FL |
| 1996 |
| 1985 |
| 59,725 |
| 64.7 | % | 697 |
| Y |
| 29.9 | % |
Stuart, FL |
| 1997 |
| 1995 |
| 86,883 |
| 73.0 | % | 980 |
| N |
| 51.7 | % |
SW Ranches, FL |
| 2007 |
| 2004 |
| 64,955 |
| 81.9 | % | 648 |
| N |
| 85.3 | % |
Tampa II, FL |
| 2007 |
| 2001/2002 |
| 83,763 |
| 84.2 | % | 796 |
| N |
| 28.5 | % |
West Palm Beach I, FL |
| 2001 |
| 1997 |
| 68,063 |
| 77.7 | % | 993 |
| Y |
| 47.2 | % |
West Palm Beach II, FL |
| 2004 |
| 1996 |
| 94,503 |
| 79.7 | % | 835 |
| Y |
| 73.9 | % |
Alpharetta, GA |
| 2001 |
| 1996 |
| 90,485 |
| 71.0 | % | 665 |
| Y |
| 75.1 | % |
Austell , GA |
| 2006 |
| 2000 |
| 83,525 |
| 75.5 | % | 640 |
| N |
| 66.0 | % |
Decatur, GA |
| 1998 |
| 1986 |
| 148,320 |
| 73.0 | % | 1320 |
| Y |
| 3.1 | % |
Norcross, GA |
| 2001 |
| 1997 |
| 85,140 |
| 75.6 | % | 577 |
| Y |
| 55.4 | % |
Peachtree City, GA |
| 2001 |
| 1997 |
| 49,845 |
| 80.7 | % | 444 |
| N |
| 75.6 | % |
Smyrna, GA |
| 2001 |
| 2000 |
| 56,970 |
| 81.1 | % | 497 |
| Y |
| 100.0 | % |
Snellville, GA |
| 2007 |
| 1996/1997 |
| 80,100 |
| 88.9 | % | 753 |
| Y |
| 27.1 | % |
Suwanee I, GA |
| 2007 |
| 2000/2003 |
| 85,190 |
| 72.2 | % | 622 |
| Y |
| 28.7 | % |
Suwanee II, GA |
| 2007 |
| 2005 |
| 79,640 |
| 75.2 | % | 574 |
| N |
| 61.5 | % |
Addison, IL |
| 2004 |
| 1979 |
| 31,325 |
| 88.4 | % | 369 |
| Y |
| 0.0 | % |
Aurora, IL |
| 2004 |
| 1996 |
| 74,060 |
| 73.2 | % | 553 |
| Y |
| 6.9 | % |
Bartlett, IL |
| 2004 |
| 1987 |
| 51,425 |
| 93.4 | % | 412 |
| Y |
| 33.1 | % |
Bellwood, IL |
| 2001 |
| 1999 |
| 86,525 |
| 82.5 | % | 744 |
| Y |
| 52.2 | % |
Des Plaines, IL (6) |
| 2004 |
| 1978 |
| 74,400 |
| 85.5 | % | 638 |
| N |
| 0.0 | % |
Elk Grove Village, IL |
| 2004 |
| 1987 |
| 64,179 |
| 86.9 | % | 631 |
| Y |
| 5.5 | % |
Glenview, IL |
| 2004 |
| 1998 |
| 100,115 |
| 91.7 | % | 738 |
| Y |
| 100.0 | % |
Gurnee, IL |
| 2004 |
| 1987 |
| 80,275 |
| 82.2 | % | 726 |
| Y |
| 34.1 | % |
Hanover, IL |
| 2004 |
| 1987 |
| 41,178 |
| 67.0 | % | 408 |
| N |
| 0.4 | % |
Harvey, IL |
| 2004 |
| 1987 |
| 60,090 |
| 88.9 | % | 575 |
| Y |
| 3.0 | % |
Joliet, IL |
| 2004 |
| 1993 |
| 74,350 |
| 69.9 | % | 483 |
| Y |
| 96.4 | % |
Kildeer, IL |
| 2004 |
| 1988 |
| 46,475 |
| 89.4 | % | 431 |
| Y |
| 0.0 | % |
Lombard, IL |
| 2004 |
| 1981 |
| 57,938 |
| 92.9 | % | 547 |
| N |
| 9.8 | % |
Mount Prospect, IL |
| 2004 |
| 1979 |
| 65,000 |
| 85.3 | % | 595 |
| Y |
| 12.7 | % |
Mundelein, IL |
| 2004 |
| 1990 |
| 44,700 |
| 79.8 | % | 490 |
| Y |
| 8.9 | % |
North Chicago, IL |
| 2004 |
| 1985 |
| 53,300 |
| 83.2 | % | 430 |
| N |
| 0.0 | % |
Plainfield I, IL |
| 2004 |
| 1998 |
| 53,800 |
| 88.1 | % | 399 |
| N |
| 3.3 | % |
Plainfield II, IL |
| 2005 |
| 2000 |
| 52,100 |
| 67.8 | % | 357 |
| N |
| 22.7 | % |
Schaumburg, IL |
| 2004 |
| 1988 |
| 31,160 |
| 86.8 | % | 321 |
| N |
| 5.6 | % |
Streamwood, IL |
| 2004 |
| 1982 |
| 64,305 |
| 73.8 | % | 570 |
| N |
| 4.4 | % |
Warrensville, IL |
| 2005 |
| 1977/89 |
| 48,796 |
| 82.5 | % | 378 |
| N |
| 0.0 | % |
Waukegan, IL |
| 2004 |
| 1977 |
| 79,750 |
| 78.8 | % | 692 |
| Y |
| 8.4 | % |
West Chicago, IL |
| 2004 |
| 1979 |
| 48,175 |
| 73.8 | % | 423 |
| Y |
| 0.0 | % |
Westmont, IL |
| 2004 |
| 1979 |
| 53,700 |
| 85.3 | % | 390 |
| Y |
| 0.0 | % |
Wheeling I, IL |
| 2004 |
| 1974 |
| 54,210 |
| 80.3 | % | 499 |
| N |
| 0.0 | % |
Wheeling II, IL |
| 2004 |
| 1979 |
| 67,825 |
| 67.7 | % | 612 |
| Y |
| 7.3 | % |
Woodridge, IL |
| 2004 |
| 1987 |
| 50,667 |
| 76.8 | % | 468 |
| N |
| 7.5 | % |
Indianapolis I, IN |
| 2004 |
| 1987 |
| 43,600 |
| 79.8 | % | 327 |
| N |
| 0.0 | % |
Indianapolis II, IN |
| 2004 |
| 1997 |
| 44,900 |
| 81.8 | % | 454 |
| Y |
| 15.6 | % |
Indianapolis III, IN |
| 2004 |
| 1999 |
| 60,850 |
| 67.7 | % | 496 |
| Y |
| 32.8 | % |
Indianapolis IV, IN |
| 2004 |
| 1976 |
| 62,105 |
| 67.0 | % | 535 |
| Y |
| 0.0 | % |
Indianapolis V, IN |
| 2004 |
| 1999 |
| 74,825 |
| 91.0 | % | 584 |
| Y |
| 33.6 | % |
Indianapolis VI, IN |
| 2004 |
| 1976 |
| 73,003 |
| 68.9 | % | 717 |
| Y |
| 0.0 | % |
Indianapolis VII, IN |
| 2004 |
| 1992 |
| 91,727 |
| 67.1 | % | 811 |
| Y |
| 6.4 | % |
Indianapolis VIII, IN |
| 2004 |
| 1975 |
| 80,000 |
| 62.5 | % | 703 |
| Y |
| 0.0 | % |
Indianapolis IX, IN |
| 2004 |
| 1976 |
| 61,732 |
| 62.5 | % | 544 |
| Y |
| 0.0 | % |
Baton Rouge I, LA |
| 1997 |
| 1980 |
| 35,450 |
| 77.4 | % | 331 |
| Y |
| 11.6 | % |
Baton Rouge II, LA |
| 1997 |
| 1980/1995 |
| 80,277 |
| 84.4 | % | 569 |
| Y |
| 40.5 | % |
Slidell, LA |
| 2001 |
| 1998 |
| 79,540 |
| 79.2 | % | 523 |
| Y |
| 46.6 | % |
Boston, MA |
| 2002 |
| 2001 |
| 60,695 |
| 81.1 | % | 630 |
| Y |
| 100.0 | % |
Leominster, MA |
| 1998 |
| 1987/88/00 |
| 53,823 |
| 74.1 | % | 500 |
| Y |
| 38.5 | % |
Medford, MA |
| 2007 |
| 2001 |
| 58,895 |
| 70.0 | % | 654 |
| N |
| 96.0 | % |
Baltimore, MD |
| 2001 |
| 1999/00 |
| 93,625 |
| 70.9 | % | 835 |
| Y |
| 45.4 | % |
California, MD |
| 2004 |
| 1998 |
| 77,840 |
| 89.1 | % | 723 |
| Y |
| 39.0 | % |
Gaithersburg, MD |
| 2005 |
| 1998 |
| 86,970 |
| 80.6 | % | 790 |
| Y |
| 42.0 | % |
Laurel, MD † |
| 2001 |
| 1978/99/00 |
| 162,097 |
| 90.2 | % | 1018 |
| N |
| 40.9 | % |
Temple Hills, MD |
| 2001 |
| 2000 |
| 97,250 |
| 80.0 | % | 825 |
| Y |
| 68.8 | % |
Grand Rapids, MI |
| 1996 |
| 1976 |
| 87,381 |
| 64.5 | % | 525 |
| Y |
| 0.0 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Portage, MI (6) |
| 1996 |
| 1980 |
| 50,280 |
| 84.1 | % | 386 |
| N |
| 0.0 | % |
Romulus, MI |
| 1997 |
| 1997 |
| 42,050 |
| 72.1 | % | 339 |
| Y |
| 7.4 | % |
Wyoming, MI |
| 1996 |
| 1987 |
| 91,158 |
| 68.7 | % | 635 |
| N |
| 0.0 | % |
Gulfport, MS |
| 1997 |
| 1977/93 |
| 61,251 |
| 77.7 | % | 509 |
| Y |
| 33.5 | % |
Belmont, NC |
| 2001 |
| 1996/97/98 |
| 81,048 |
| 68.3 | % | 582 |
| N |
| 23.8 | % |
Burlington I, NC |
| 2001 |
| 1990/91/93/94/98 |
| 109,396 |
| 66.9 | % | 956 |
| N |
| 4.7 | % |
Burlington II, NC |
| 2001 |
| 1991 |
| 42,205 |
| 70.1 | % | 391 |
| Y |
| 12.1 | % |
Cary, NC |
| 2001 |
| 1993/94/97 |
| 111,772 |
| 74.2 | % | 788 |
| N |
| 7.3 | % |
Charlotte, NC |
| 1999 |
| 1999 |
| 69,000 |
| 82.6 | % | 736 |
| Y |
| 52.4 | % |
Fayetteville I, NC |
| 1997 |
| 1981 |
| 41,400 |
| 89.0 | % | 343 |
| N |
| 0.0 | % |
Fayetteville II, NC |
| 1997 |
| 1993/95 |
| 54,225 |
| 92.0 | % | 547 |
| Y |
| 11.9 | % |
Raleigh, NC |
| 1998 |
| 1994/95 |
| 48,675 |
| 80.5 | % | 413 |
| Y |
| 8.2 | % |
Brick, NJ |
| 1994 |
| 1981 |
| 51,740 |
| 66.8 | % | 430 |
| N |
| 0.0 | % |
Clifton, NJ |
| 2005 |
| 2001 |
| 105,550 |
| 79.6 | % | 1015 |
| Y |
| 85.5 | % |
Cranford, NJ |
| 1994 |
| 1987 |
| 91,250 |
| 78.4 | % | 851 |
| Y |
| 7.9 | % |
East Hanover, NJ |
| 1994 |
| 1983 |
| 107,579 |
| 70.0 | % | 970 |
| N |
| 1.6 | % |
Elizabeth, NJ |
| 2005 |
| 1925/97 |
| 38,910 |
| 87.2 | % | 671 |
| N |
| 0.0 | % |
Fairview, NJ |
| 1997 |
| 1989 |
| 27,925 |
| 73.8 | % | 448 |
| N |
| 100.0 | % |
Hamilton, NJ |
| 2006 |
| 1990 |
| 70,550 |
| 62.2 | % | 610 |
| Y |
| 0.0 | % |
Hoboken, NJ |
| 2005 |
| 1945/97 |
| 34,180 |
| 81.1 | % | 742 |
| N |
| 100.0 | % |
Linden, NJ |
| 1994 |
| 1983 |
| 100,325 |
| 66.1 | % | 1116 |
| N |
| 2.8 | % |
Morris Township, NJ (5) |
| 1997 |
| 1972 |
| 71,776 |
| 72.2 | % | 566 |
| Y |
| 1.3 | % |
Parsippany, NJ |
| 1997 |
| 1981 |
| 66,325 |
| 84.2 | % | 567 |
| Y |
| 6.9 | % |
Randolph, NJ |
| 2002 |
| 1998/99 |
| 52,565 |
| 78.5 | % | 554 |
| Y |
| 82.5 | % |
Sewell, NJ |
| 2001 |
| 1984/98 |
| 57,830 |
| 73.6 | % | 464 |
| N |
| 5.3 | % |
Albuquerque I, NM |
| 2005 |
| 1985 |
| 65,852 |
| 89.1 | % | 610 |
| Y |
| 3.2 | % |
Albuquerque II, NM |
| 2005 |
| 1985 |
| 58,798 |
| 81.8 | % | 524 |
| Y |
| 4.1 | % |
Albuquerque IV, NM |
| 2005 |
| 1986 |
| 57,536 |
| 83.9 | % | 514 |
| Y |
| 4.7 | % |
Carlsbad, NM |
| 2005 |
| 1975 |
| 39,999 |
| 91.7 | % | 342 |
| Y |
| 0.0 | % |
Deming, NM |
| 2005 |
| 1973/83 |
| 33,005 |
| 90.9 | % | 241 |
| Y |
| 0.0 | % |
Las Cruces, NM |
| 2005 |
| 1984 |
| 43,850 |
| 68.8 | % | 378 |
| Y |
| 3.1 | % |
Las Cruces, NM |
| 2008 |
| 2007 |
| 21,890 |
| 44.5 | % | 156 |
| N |
| 11.4 | % |
Lovington, NM |
| 2005 |
| 1975 |
| 15,750 |
| 76.7 | % | 261 |
| Y |
| 0.0 | % |
Silver City, NM |
| 2005 |
| 1972 |
| 26,975 |
| 74.8 | % | 239 |
| Y |
| 0.0 | % |
Truth or Consequences, NM |
| 2005 |
| 1977/99/00 |
| 24,010 |
| 74.3 | % | 172 |
| Y |
| 0.0 | % |
Las Vegas I, NV † |
| 2006 |
| 1986 |
| 48,218 |
| 76.4 | % | 378 |
| Y |
| 5.4 | % |
Las Vegas II, NV |
| 2006 |
| 1997 |
| 48,850 |
| 87.7 | % | 506 |
| N |
| 75.2 | % |
Jamaica, NY |
| 2001 |
| 2000 |
| 88,415 |
| 75.9 | % | 918 |
| Y |
| 30.7 | % |
New Rochelle, NY |
| 2005 |
| 1998 |
| 48,431 |
| 84.3 | % | 399 |
| N |
| 15.0 | % |
North Babylon, NY |
| 1998 |
| 1988/99 |
| 78,188 |
| 83.8 | % | 649 |
| N |
| 9.0 | % |
Riverhead, NY |
| 2005 |
| 1985/86/99 |
| 38,240 |
| 74.7 | % | 325 |
| N |
| 0.0 | % |
Southold, NY |
| 2005 |
| 1989 |
| 58,609 |
| 68.5 | % | 580 |
| N |
| 3.1 | % |
Boardman, OH |
| 1980 |
| 1980/89 |
| 65,495 |
| 65.9 | % | 513 |
| Y |
| 24.0 | % |
Canton I, OH |
| 2005 |
| 1979/87 |
| 39,750 |
| 72.9 | % | 407 |
| N |
| 0.0 | % |
Canton II, OH |
| 2005 |
| 1997 |
| 26,200 |
| 69.7 | % | 191 |
| Y |
| 0.0 | % |
Centerville I, OH |
| 2004 |
| 1976 |
| 86,390 |
| 64.2 | % | 639 |
| Y |
| 0.0 | % |
Centerville II, OH |
| 2004 |
| 1976 |
| 43,350 |
| 68.0 | % | 305 |
| N |
| 0.0 | % |
Cleveland I, OH |
| 2005 |
| 1997/99 |
| 45,950 |
| 82.6 | % | 335 |
| Y |
| 4.9 | % |
Cleveland II, OH |
| 2005 |
| 2000 |
| 58,425 |
| 55.2 | % | 569 |
| Y |
| 0.0 | % |
Columbus , OH |
| 2006 |
| 1999 |
| 72,155 |
| 61.7 | % | 598 |
| Y |
| 26.1 | % |
Dayton I, OH |
| 2004 |
| 1978 |
| 43,100 |
| 69.0 | % | 341 |
| N |
| 0.0 | % |
Dayton II, OH |
| 2005 |
| 1989/00 |
| 48,149 |
| 75.2 | % | 387 |
| Y |
| 1.7 | % |
Euclid I, OH |
| 1988* |
| 1988 |
| 46,910 |
| 65.0 | % | 428 |
| Y |
| 22.2 | % |
Euclid II, OH |
| 1988* |
| 1988 |
| 47,275 |
| 70.8 | % | 377 |
| Y |
| 0.0 | % |
Grove City, OH |
| 2006 |
| 1997 |
| 89,290 |
| 75.5 | % | 776 |
| Y |
| 16.9 | % |
Hilliard, OH |
| 2006 |
| 1995 |
| 89,715 |
| 66.7 | % | 779 |
| Y |
| 24.5 | % |
Lakewood, OH |
| 1989* |
| 1989 |
| 39,337 |
| 77.9 | % | 459 |
| Y |
| 24.6 | % |
Louisville, OH |
| 2005 |
| 1988/90 |
| 53,960 |
| 74.0 | % | 383 |
| N |
| 0.0 | % |
Marblehead, OH |
| 2005 |
| 1988/98 |
| 52,300 |
| 77.5 | % | 383 |
| Y |
| 0.0 | % |
Mason, OH |
| 1998 |
| 1981 |
| 33,900 |
| 77.1 | % | 281 |
| Y |
| 0.0 | % |
Mentor, OH |
| 2005 |
| 1983/99 |
| 51,225 |
| 93.7 | % | 366 |
| N |
| 16.1 | % |
Miamisburg, OH |
| 2004 |
| 1975 |
| 59,930 |
| 68.2 | % | 430 |
| Y |
| 0.0 | % |
Middleburg Heights, OH |
| 1980* |
| 1980 |
| 93,025 |
| 81.9 | % | 662 |
| N |
| 3.8 | % |
North Canton I, OH |
| 1979* |
| 1979 |
| 45,400 |
| 80.8 | % | 318 |
| N |
| 0.0 | % |
North Canton II, OH |
| 1983* |
| 1983 |
| 44,140 |
| 80.8 | % | 345 |
| Y |
| 15.8 | % |
North Olmsted I, OH |
| 1979* |
| 1979 |
| 48,665 |
| 74.7 | % | 441 |
| N |
| 7.0 | % |
North Olmsted II, OH |
| 1988* |
| 1988 |
| 47,850 |
| 79.9 | % | 398 |
| Y |
| 14.2 | % |
North Randall, OH |
| 1998* |
| 1998/02 |
| 80,099 |
| 76.1 | % | 800 |
| N |
| 90.8 | % |
Perry, OH |
| 2005 |
| 1992/97 |
| 63,700 |
| 68.4 | % | 420 |
| Y |
| 0.0 | % |
Reynoldsburg, OH |
| 2006 |
| 1979 |
| 66,895 |
| 66.8 | % | 663 |
| Y |
| 0.0 | % |
Strongsville, OH |
| 2007 |
| 1978 |
| 43,727 |
| 81.2 | % | 402 |
| N |
| 100.0 | % |
Warrensville Heights, OH |
| 1980* |
| 1980/82/98 |
| 90,281 |
| 64.2 | % | 710 |
| Y |
| 0.0 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Westlake, OH |
| 2005 |
| 2001 |
| 62,750 |
| 80.8 | % | 452 |
| Y |
| 6.1 | % |
Willoughby, OH |
| 2005 |
| 1997 |
| 34,064 |
| 72.3 | % | 268 |
| Y |
| 10.1 | % |
Youngstown, OH |
| 1977* |
| 1977 |
| 65,950 |
| 70.1 | % | 521 |
| Y |
| 1.2 | % |
Levittown, PA |
| 2001 |
| 2000 |
| 76,180 |
| 78.9 | % | 653 |
| Y |
| 36.3 | % |
Philadelphia, PA |
| 2001 |
| 1999 |
| 97,689 |
| 80.7 | % | 961 |
| N |
| 47.2 | % |
Alcoa, TN |
| 2005 |
| 1986 |
| 42,325 |
| 81.3 | % | 359 |
| N |
| 0.0 | % |
Antioch, TN |
| 2005 |
| 1985/98 |
| 76,160 |
| 73.5 | % | 617 |
| Y |
| 8.5 | % |
Cordova I, TN |
| 2005 |
| 1987 |
| 54,225 |
| 71.6 | % | 385 |
| Y |
| 0.0 | % |
Cordova II, TN |
| 2006 |
| 1995 |
| 67,750 |
| 84.7 | % | 714 |
| N |
| 7.2 | % |
Knoxville I, TN |
| 1997 |
| 1984 |
| 29,337 |
| 76.1 | % | 293 |
| Y |
| 6.8 | % |
Knoxville II, TN |
| 1997 |
| 1985 |
| 38,000 |
| 81.2 | % | 333 |
| Y |
| 6.9 | % |
Knoxville III, TN |
| 1998 |
| 1991 |
| 45,736 |
| 74.1 | % | 451 |
| Y |
| 6.9 | % |
Knoxville IV, TN |
| 1998 |
| 1983 |
| 58,752 |
| 69.9 | % | 436 |
| N |
| 1.1 | % |
Knoxville V, TN |
| 1998 |
| 1977 |
| 42,790 |
| 77.8 | % | 370 |
| N |
| 0.0 | % |
Knoxville VI, TN |
| 2005 |
| 1975 |
| 63,440 |
| 84.0 | % | 586 |
| Y |
| 0.0 | % |
Knoxville VII, TN |
| 2005 |
| 1983 |
| 55,094 |
| 71.2 | % | 446 |
| Y |
| 0.0 | % |
Knoxville VIII, TN |
| 2005 |
| 1978 |
| 95,868 |
| 67.8 | % | 769 |
| Y |
| 0.0 | % |
Memphis I, TN |
| 2001 |
| 1999 |
| 90,700 |
| 82.6 | % | 696 |
| N |
| 50.3 | % |
Memphis II, TN |
| 2001 |
| 2000 |
| 71,885 |
| 78.2 | % | 558 |
| N |
| 46.2 | % |
Memphis III, TN |
| 2005 |
| 1983 |
| 40,807 |
| 80.1 | % | 350 |
| N |
| 6.4 | % |
Memphis IV, TN |
| 2005 |
| 1986 |
| 38,750 |
| 72.6 | % | 322 |
| Y |
| 4.3 | % |
Memphis V, TN |
| 2005 |
| 1981 |
| 60,120 |
| 69.8 | % | 494 |
| Y |
| 0.0 | % |
Memphis VI, TN |
| 2006 |
| 1985/93 |
| 108,771 |
| 81.2 | % | 872 |
| Y |
| 3.3 | % |
Memphis VII, TN |
| 2006 |
| 1980/85 |
| 115,303 |
| 68.7 | % | 578 |
| N |
| 0.0 | % |
Memphis VIII, TN † |
| 2006 |
| 1990 |
| 96,060 |
| 71.8 | % | 557 |
| Y |
| 0.0 | % |
Nashville I, TN |
| 2005 |
| 1984 |
| 103,430 |
| 77.2 | % | 693 |
| Y |
| 0.0 | % |
Nashville II, TN |
| 2005 |
| 1986/00 |
| 83,484 |
| 68.4 | % | 632 |
| Y |
| 6.5 | % |
Nashville III, TN |
| 2006 |
| 1985 |
| 101,475 |
| 78.1 | % | 622 |
| Y |
| 5.2 | % |
Nashville IV, TN |
| 2006 |
| 1986/00 |
| 102,425 |
| 83.8 | % | 722 |
| N |
| 7.0 | % |
Austin I, TX |
| 2005 |
| 2001 |
| 59,595 |
| 80.2 | % | 537 |
| Y |
| 58.7 | % |
Austin II, TX |
| 2006 |
| 2000/03 |
| 65,401 |
| 83.2 | % | 594 |
| Y |
| 38.8 | % |
Austin III, TX |
| 2006 |
| 2004 |
| 70,610 |
| 73.8 | % | 579 |
| Y |
| 85.4 | % |
Baytown, TX |
| 2005 |
| 1981 |
| 38,950 |
| 76.6 | % | 362 |
| Y |
| 0.0 | % |
Bryan, TX |
| 2005 |
| 1994 |
| 60,450 |
| 76.2 | % | 495 |
| Y |
| 0.0 | % |
College Station, TX |
| 2005 |
| 1993 |
| 26,550 |
| 68.4 | % | 346 |
| N |
| 0.0 | % |
Dallas, TX |
| 2005 |
| 2000 |
| 58,582 |
| 88.7 | % | 542 |
| Y |
| 26.6 | % |
Denton, TX |
| 2006 |
| 1996 |
| 60,836 |
| 89.2 | % | 463 |
| Y |
| 3.9 | % |
El Paso I, TX |
| 2005 |
| 1980 |
| 59,652 |
| 80.4 | % | 509 |
| N |
| 0.9 | % |
El Paso II, TX |
| 2005 |
| 1980 |
| 48,704 |
| 96.3 | % | 412 |
| Y |
| 0.0 | % |
El Paso III, TX |
| 2005 |
| 1980 |
| 71,276 |
| 84.0 | % | 595 |
| Y |
| 2.0 | % |
El Paso IV, TX |
| 2005 |
| 1983 |
| 67,058 |
| 73.7 | % | 510 |
| Y |
| 3.2 | % |
El Paso V, TX |
| 2005 |
| 1982 |
| 62,300 |
| 69.0 | % | 398 |
| Y |
| 0.0 | % |
El Paso VI, TX |
| 2005 |
| 1985 |
| 36,620 |
| 79.8 | % | 258 |
| N |
| 0.0 | % |
El Paso VII, TX † |
| 2005 |
| 1982 |
| 34,545 |
| 80.3 | % | 13 |
| N |
| 0.0 | % |
Fort Worth I, TX |
| 2005 |
| 2000 |
| 49,778 |
| 75.4 | % | 406 |
| Y |
| 27.0 | % |
Fort Worth II, TX |
| 2006 |
| 2003 |
| 72,925 |
| 83.8 | % | 656 |
| N |
| 49.0 | % |
Frisco I, TX |
| 2005 |
| 1996 |
| 50,854 |
| 83.1 | % | 433 |
| Y |
| 17.5 | % |
Frisco II, TX |
| 2005 |
| 1998/02 |
| 71,239 |
| 76.3 | % | 513 |
| Y |
| 23.2 | % |
Frisco III, TX |
| 2006 |
| 2004 |
| 75,215 |
| 78.6 | % | 609 |
| Y |
| 88.0 | % |
Garland I, TX |
| 2006 |
| 1991 |
| 70,100 |
| 80.6 | % | 654 |
| Y |
| 4.4 | % |
Garland II, TX |
| 2006 |
| 2004 |
| 68,425 |
| 77.4 | % | 472 |
| Y |
| 39.6 | % |
Greenville I, TX |
| 2005 |
| 2001/04 |
| 59,385 |
| 72.8 | % | 452 |
| Y |
| 28.8 | % |
Greenville II, TX |
| 2005 |
| 2001 |
| 44,900 |
| 79.0 | % | 319 |
| N |
| 36.3 | % |
Houston I, TX |
| 2005 |
| 1981 |
| 100,820 |
| 86.7 | % | 632 |
| Y |
| 0.0 | % |
Houston II, TX |
| 2005 |
| 1977 |
| 71,300 |
| 90.5 | % | 391 |
| Y |
| 0.0 | % |
Houston III, TX |
| 2005 |
| 1984 |
| 61,145 |
| 74.0 | % | 463 |
| Y |
| 4.3 | % |
Houston IV, TX |
| 2005 |
| 1987 |
| 43,775 |
| 75.7 | % | 380 |
| Y |
| 6.2 | % |
Houston V, TX † |
| 2006 |
| 1980/1997 |
| 126,080 |
| 80.6 | % | 1010 |
| Y |
| 55.2 | % |
Keller, TX |
| 2006 |
| 2000 |
| 61,885 |
| 75.7 | % | 487 |
| Y |
| 21.1 | % |
La Porte, TX |
| 2005 |
| 1984 |
| 45,050 |
| 81.6 | % | 432 |
| Y |
| 18.5 | % |
Lewisville, TX |
| 2006 |
| 1996 |
| 58,140 |
| 63.2 | % | 426 |
| Y |
| 19.3 | % |
Mansfield, TX |
| 2006 |
| 2003 |
| 63,075 |
| 78.7 | % | 495 |
| Y |
| 38.4 | % |
McKinney I, TX |
| 2005 |
| 1996 |
| 46,940 |
| 90.8 | % | 366 |
| Y |
| 9.0 | % |
McKinney II, TX |
| 2006 |
| 1996 |
| 70,050 |
| 88.7 | % | 540 |
| Y |
| 46.3 | % |
North Richland Hills, TX |
| 2005 |
| 2002 |
| 57,175 |
| 81.2 | % | 433 |
| N |
| 47.6 | % |
Roanoke, TX |
| 2005 |
| 1996/01 |
| 59,300 |
| 91.7 | % | 448 |
| Y |
| 30.0 | % |
San Antonio I, TX |
| 2005 |
| 2005 |
| 73,530 |
| 83.5 | % | 575 |
| Y |
| 78.5 | % |
San Antonio II, TX |
| 2006 |
| 2005 |
| 73,280 |
| 78.2 | % | 671 |
| N |
| 82.3 | % |
San Antonio III, TX |
| 2007 |
| 2006 |
| 71,775 |
| 79.0 | % | 565 |
| N |
| 87.4 | % |
Sherman I, TX |
| 2005 |
| 1998 |
| 54,975 |
| 70.4 | % | 509 |
| N |
| 20.9 | % |
Sherman II, TX |
| 2005 |
| 1996 |
| 48,425 |
| 74.4 | % | 392 |
| Y |
| 30.9 | % |
Spring, TX |
| 2006 |
| 1980/86 |
| 72,751 |
| 73.4 | % | 536 |
| Y |
| 14.1 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Chandler, AZ |
| 2005 |
| 1985 |
| 47,520 |
| 85.7 | % | 431 |
| Y |
| 6.9 | % |
Glendale, AZ |
| 1998 |
| 1987 |
| 56,807 |
| 85.2 | % | 515 |
| Y |
| 0.0 | % |
Green Valley, AZ |
| 2005 |
| 1985 |
| 25,050 |
| 77.0 | % | 258 |
| N |
| 8.0 | % |
Mesa I, AZ |
| 2006 |
| 1985 |
| 52,375 |
| 87.9 | % | 485 |
| N |
| 0.0 | % |
Mesa II, AZ |
| 2006 |
| 1981 |
| 45,361 |
| 82.2 | % | 391 |
| Y |
| 9.8 | % |
Mesa III, AZ |
| 2006 |
| 1986 |
| 58,189 |
| 74.3 | % | 492 |
| Y |
| 4.5 | % |
Phoenix I, AZ |
| 2006 |
| 1987 |
| 100,775 |
| 86.4 | % | 750 |
| Y |
| 9.0 | % |
Phoenix II, AZ |
| 2006 |
| 1974 |
| 83,309 |
| 82.3 | % | 793 |
| Y |
| 2.6 | % |
Scottsdale, AZ |
| 1998 |
| 1995 |
| 79,525 |
| 82.0 | % | 657 |
| Y |
| 9.7 | % |
Tempe, AZ |
| 2005 |
| 1975 |
| 53,890 |
| 84.4 | % | 404 |
| Y |
| 13.0 | % |
Tucson I, AZ |
| 1998 |
| 1974 |
| 59,350 |
| 79.9 | % | 485 |
| Y |
| 0.0 | % |
Tucson II, AZ |
| 1998 |
| 1988 |
| 43,950 |
| 89.1 | % | 532 |
| Y |
| 100.0 | % |
Tucson III, AZ |
| 2005 |
| 1979 |
| 49,832 |
| 76.9 | % | 482 |
| N |
| 0.0 | % |
Tucson IV, AZ |
| 2005 |
| 1982 |
| 48,040 |
| 81.4 | % | 483 |
| Y |
| 3.7 | % |
Tucson V, AZ |
| 2005 |
| 1982 |
| 45,184 |
| 83.3 | % | 418 |
| Y |
| 3.0 | % |
Tucson VI, AZ |
| 2005 |
| 1982 |
| 40,766 |
| 86.5 | % | 412 |
| Y |
| 3.4 | % |
Tucson VII, AZ |
| 2005 |
| 1982 |
| 52,688 |
| 85.4 | % | 590 |
| Y |
| 2.0 | % |
Tucson VIII, AZ |
| 2005 |
| 1979 |
| 46,600 |
| 89.4 | % | 441 |
| Y |
| 0.0 | % |
Tucson IX, AZ |
| 2005 |
| 1984 |
| 67,720 |
| 85.4 | % | 600 |
| Y |
| 1.9 | % |
Tucson X, AZ |
| 2005 |
| 1981 |
| 46,350 |
| 81.6 | % | 411 |
| N |
| 0.0 | % |
Tucson XI, AZ |
| 2005 |
| 1974 |
| 42,700 |
| 80.1 | % | 413 |
| Y |
| 0.0 | % |
Tucson XII, AZ |
| 2005 |
| 1974 |
| 42,225 |
| 84.6 | % | 428 |
| Y |
| 4.8 | % |
Tucson XIII, AZ |
| 2005 |
| 1974 |
| 45,792 |
| 80.2 | % | 512 |
| Y |
| 0.0 | % |
Tucson XIV, AZ |
| 2005 |
| 1976 |
| 49,095 |
| 89.0 | % | 548 |
| Y |
| 8.8 | % |
Apple Valley I, CA |
| 1997 |
| 1984 |
| 73,290 |
| 83.3 | % | 495 |
| Y |
| 0.0 | % |
Apple Valley II, CA |
| 1997 |
| 1988 |
| 61,405 |
| 76.3 | % | 428 |
| Y |
| 5.3 | % |
Benicia, CA |
| 2005 |
| 1988/93/05 |
| 74,770 |
| 82.5 | % | 731 |
| Y |
| 0.0 | % |
Cathedral City, CA † |
| 2006 |
| 1982/92 |
| 110,974 |
| 83.3 | % | 624 |
| Y |
| 2.2 | % |
Citrus Heights, CA |
| 2005 |
| 1987 |
| 75,620 |
| 85.2 | % | 671 |
| Y |
| 0.0 | % |
Diamond Bar, CA |
| 2005 |
| 1988 |
| 102,984 |
| 91.4 | % | 900 |
| Y |
| 0.0 | % |
Escondido, CA |
| 2007 |
| 2002 |
| 142,670 |
| 90.9 | % | 1,219 |
| Y |
| 6.5 | % |
Fallbrook, CA |
| 1997 |
| 1985/88 |
| 46,620 |
| 81.9 | % | 447 |
| Y |
| 0.0 | % |
Lancaster, CA |
| 2001 |
| 1987 |
| 60,675 |
| 71.2 | % | 327 |
| N |
| 0.0 | % |
Long Beach, CA |
| 2006 |
| 1974 |
| 125,091 |
| 68.9 | % | 1,351 |
| Y |
| 0.0 | % |
Murrieta, CA |
| 2005 |
| 1996 |
| 49,835 |
| 88.8 | % | 424 |
| Y |
| 2.9 | % |
North Highlands, CA |
| 2005 |
| 1980 |
| 57,244 |
| 85.5 | % | 469 |
| Y |
| 0.0 | % |
Orangevale, CA |
| 2005 |
| 1980 |
| 50,317 |
| 83.5 | % | 530 |
| Y |
| 0.0 | % |
Palm Springs I, CA |
| 2006 |
| 1989 |
| 72,675 |
| 82.9 | % | 535 |
| Y |
| 0.0 | % |
Palm Springs II, CA † |
| 2006 |
| 1982/89 |
| 122,550 |
| 77.8 | % | 579 |
| Y |
| 8.5 | % |
Pleasanton, CA |
| 2005 |
| 2003 |
| 85,045 |
| 87.1 | % | 693 |
| Y |
| 0.0 | % |
Rancho Cordova, CA |
| 2005 |
| 1979 |
| 53,978 |
| 87.2 | % | 453 |
| Y |
| 0.0 | % |
Rialto I, CA |
| 2006 |
| 1987 |
| 57,391 |
| 84.7 | % | 437 |
| Y |
| 0.0 | % |
Rialto II, CA |
| 1997 |
| 1980 |
| 99,803 |
| 75.4 | % | 716 |
| N |
| 0.0 | % |
Riverside I, CA |
| 2006 |
| 1977 |
| 67,120 |
| 83.6 | % | 635 |
| Y |
| 0.0 | % |
Riverside II, CA |
| 2006 |
| 1985 |
| 85,166 |
| 67.8 | % | 815 |
| Y |
| 3.9 | % |
Roseville, CA |
| 2005 |
| 1979 |
| 59,869 |
| 85.3 | % | 545 |
| Y |
| 0.0 | % |
Sacramento I, CA |
| 2005 |
| 1979 |
| 50,714 |
| 86.1 | % | 538 |
| Y |
| 0.0 | % |
Sacramento II, CA |
| 2005 |
| 1986 |
| 61,888 |
| 70.9 | % | 549 |
| Y |
| 0.0 | % |
San Bernardino I, CA |
| 1997 |
| 1987 |
| 31,070 |
| 86.5 | % | 232 |
| N |
| 0.0 | % |
San Bernardino II, CA |
| 1997 |
| 1991 |
| 41,546 |
| 73.1 | % | 373 |
| Y |
| 0.0 | % |
San Bernardino III, CA |
| 1997 |
| 1985/92 |
| 35,341 |
| 83.7 | % | 373 |
| N |
| 0.0 | % |
San Bernardino IV, CA |
| 2005 |
| 2002/04 |
| 83,166 |
| 85.4 | % | 688 |
| Y |
| 11.6 | % |
San Bernardino V, CA |
| 2006 |
| 1974 |
| 57,001 |
| 92.9 | % | 466 |
| Y |
| 4.2 | % |
San Bernardino VII, CA |
| 2006 |
| 1978 |
| 78,729 |
| 92.7 | % | 604 |
| Y |
| 1.3 | % |
San Bernardino VIII, CA |
| 2006 |
| 1977 |
| 95,029 |
| 80.6 | % | 816 |
| Y |
| 0.0 | % |
San Marcos, CA |
| 2005 |
| 1979 |
| 37,430 |
| 91.0 | % | 242 |
| Y |
| 0.0 | % |
Santa Ana, CA |
| 2006 |
| 1984 |
| 63,896 |
| 89.8 | % | 712 |
| Y |
| 2.0 | % |
South Sacramento, CA |
| 2005 |
| 1979 |
| 52,165 |
| 81.0 | % | 411 |
| Y |
| 0.0 | % |
Spring Valley, CA |
| 2006 |
| 1980 |
| 55,045 |
| 80.7 | % | 713 |
| Y |
| 0.0 | % |
Temecula I, CA |
| 1998 |
| 1985/2003 |
| 81,550 |
| 82.9 | % | 687 |
| Y |
| 46.5 | % |
Temecula II, CA |
| 2007 |
| 2003 |
| 84,398 |
| 83.6 | % | 630 |
| Y |
| 51.3 | % |
Thousand Palms, CA |
| 2006 |
| 1988/01 |
| 74,305 |
| 89.9 | % | 674 |
| Y |
| 27.2 | % |
Vista I, CA |
| 2001 |
| 1988 |
| 74,405 |
| 86.7 | % | 621 |
| Y |
| 0.0 | % |
Vista II, CA |
| 2005 |
| 2001/02/03 |
| 148,081 |
| 80.3 | % | 1,270 |
| Y |
| 2.3 | % |
Walnut, CA |
| 2005 |
| 1987 |
| 50,708 |
| 84.6 | % | 537 |
| Y |
| 9.2 | % |
West Sacramento, CA |
| 2005 |
| 1984 |
| 40,040 |
| 85.0 | % | 478 |
| Y |
| 0.0 | % |
Westminster, CA |
| 2005 |
| 1983/98 |
| 68,098 |
| 86.1 | % | 558 |
| Y |
| 0.0 | % |
Aurora, CO |
| 2005 |
| 1981 |
| 75,867 |
| 87.8 | % | 613 |
| Y |
| 0.0 | % |
Colorado Springs I, CO |
| 2005 |
| 1986 |
| 47,925 |
| 85.5 | % | 462 |
| Y |
| 0.0 | % |
Colorado Springs II, CO |
| 2006 |
| 2001 |
| 62,300 |
| 83.1 | % | 433 |
| Y |
| 0.0 | % |
Denver I, CO |
| 2006 |
| 1997 |
| 59,200 |
| 90.4 | % | 449 |
| Y |
| 0.0 | % |
Denver II, CO |
| 2012 |
| 2007 |
| 74,520 |
| 85.8 | % | 675 |
| N |
| 91.0 | % |
Federal Heights, CO |
| 2005 |
| 1980 |
| 54,770 |
| 84.7 | % | 544 |
| Y |
| 0.0 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Murray I, UT |
| 2005 |
| 1976 |
| 60,180 |
| 77.7 | % | 647 |
| Y |
| 0.0 | % |
Murray II, UT † |
| 2005 |
| 1978 |
| 71,222 |
| 90.2 | % | 372 |
| N |
| 2.6 | % |
Salt Lake City I, UT |
| 2005 |
| 1976 |
| 56,446 |
| 74.0 | % | 732 |
| Y |
| 0.0 | % |
Salt Lake City II, UT |
| 2005 |
| 1978 |
| 53,676 |
| 74.5 | % | 504 |
| Y |
| 0.0 | % |
Fredericksburg I, VA |
| 2005 |
| 2001/04 |
| 69,475 |
| 74.2 | % | 606 |
| N |
| 21.4 | % |
Fredericksburg II, VA |
| 2005 |
| 1998/01 |
| 61,207 |
| 63.2 | % | 568 |
| N |
| 100.0 | % |
Milwaukee, WI |
| 2004 |
| 1988 |
| 58,515 |
| 76.4 | % | 485 |
| Y |
| 0.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted Average (367 Facilities) |
| 23,748,702 |
| 75.2 | % | 204,815 |
|
|
|
|
|
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Golden, CO |
| 2005 |
| 1985 |
| 87,382 |
| 91.5 | % | 640 |
| Y |
| 1.2 | % |
Littleton, CO |
| 2005 |
| 1987 |
| 53,490 |
| 87.8 | % | 442 |
| Y |
| 37.4 | % |
Northglenn, CO |
| 2005 |
| 1980 |
| 52,102 |
| 86.0 | % | 497 |
| Y |
| 0.0 | % |
Bloomfield, CT |
| 1997 |
| 1987/93/94 |
| 48,700 |
| 87.1 | % | 438 |
| Y |
| 6.6 | % |
Branford, CT |
| 1995 |
| 1986 |
| 50,679 |
| 84.3 | % | 434 |
| Y |
| 2.2 | % |
Bristol, CT |
| 2005 |
| 1989/99 |
| 47,725 |
| 88.9 | % | 453 |
| N |
| 22.4 | % |
East Windsor, CT |
| 2005 |
| 1986/89 |
| 46,016 |
| 78.6 | % | 301 |
| N |
| 0.0 | % |
Enfield, CT |
| 2001 |
| 1989 |
| 52,875 |
| 88.8 | % | 366 |
| Y |
| 0.0 | % |
Gales Ferry, CT |
| 1995 |
| 1987/89 |
| 54,230 |
| 75.6 | % | 597 |
| N |
| 6.5 | % |
Manchester I, CT (6) |
| 2002 |
| 1999/00/01 |
| 47,025 |
| 81.4 | % | 455 |
| N |
| 37.5 | % |
Manchester II, CT |
| 2005 |
| 1984 |
| 52,725 |
| 87.9 | % | 399 |
| N |
| 0.0 | % |
Milford, CT |
| 1996 |
| 1975 |
| 44,885 |
| 91.6 | % | 376 |
| Y |
| 4.0 | % |
Monroe, CT |
| 2005 |
| 1996/03 |
| 58,700 |
| 85.7 | % | 399 |
| N |
| 0.0 | % |
Mystic, CT |
| 1996 |
| 1975/86 |
| 50,725 |
| 86.2 | % | 560 |
| Y |
| 2.3 | % |
Newington I, CT |
| 2005 |
| 1978/97 |
| 42,620 |
| 86.1 | % | 246 |
| N |
| 0.0 | % |
Newington II, CT |
| 2005 |
| 1979/81 |
| 36,140 |
| 85.2 | % | 195 |
| N |
| 0.0 | % |
Norwalk, CT |
| 2012 |
| 2009 |
| 31,239 |
| 97.3 | % | 351 |
| N |
| 100.0 | % |
Old Saybrook I, CT |
| 2005 |
| 1982/88/00 |
| 86,950 |
| 86.8 | % | 720 |
| N |
| 5.9 | % |
Old Saybrook II, CT |
| 2005 |
| 1988/02 |
| 26,425 |
| 90.9 | % | 253 |
| N |
| 54.2 | % |
Shelton, CT |
| 2011 |
| 2007 |
| 78,465 |
| 80.6 | % | 857 |
| Y |
| 85.7 | % |
South Windsor, CT |
| 1996 |
| 1976 |
| 72,125 |
| 77.1 | % | 558 |
| Y |
| 1.1 | % |
Stamford, CT |
| 2005 |
| 1997 |
| 28,957 |
| 87.9 | % | 362 |
| N |
| 32.8 | % |
Wilton, CT |
| 2012 |
| 1966 |
| 84,475 |
| 85.4 | % | 769 |
| Y |
| 54.8 | % |
Washington I, DC |
| 2008 |
| 2002 |
| 63,085 |
| 93.7 | % | 754 |
| Y |
| 96.5 | % |
Washington II, DC |
| 2011 |
| 1929/98 |
| 82,530 |
| 92.1 | % | 1,045 |
| N |
| 99.0 | % |
Boca Raton, FL |
| 2001 |
| 1998 |
| 37,958 |
| 89.1 | % | 605 |
| N |
| 68.2 | % |
Boynton Beach I, FL |
| 2001 |
| 1999 |
| 61,749 |
| 87.6 | % | 755 |
| Y |
| 54.1 | % |
Boynton Beach II, FL |
| 2005 |
| 2001 |
| 61,703 |
| 79.8 | % | 578 |
| Y |
| 82.3 | % |
Bradenton I, FL |
| 2004 |
| 1979 |
| 68,391 |
| 80.3 | % | 585 |
| N |
| 2.7 | % |
Bradenton II, FL |
| 2004 |
| 1996 |
| 87,960 |
| 86.2 | % | 849 |
| Y |
| 40.0 | % |
Cape Coral, FL |
| 2000* |
| 2000 |
| 76,627 |
| 82.9 | % | 855 |
| Y |
| 83.6 | % |
Coconut Creek, FL |
| 2012 |
| 2001 |
| 78,783 |
| 89.8 | % | 756 |
| N |
| 48.1 | % |
Dania, FL |
| 1996 |
| 1988 |
| 58,270 |
| 92.8 | % | 492 |
| Y |
| 26.9 | % |
Dania Beach, FL (6) |
| 2004 |
| 1984 |
| 168,217 |
| 70.1 | % | 1,836 |
| N |
| 21.5 | % |
Davie, FL |
| 2001* |
| 2001 |
| 80,985 |
| 87.2 | % | 832 |
| Y |
| 55.7 | % |
Deerfield Beach, FL |
| 1998* |
| 1998 |
| 57,230 |
| 92.7 | % | 517 |
| Y |
| 38.9 | % |
Delray Beach, FL |
| 2001 |
| 1999 |
| 67,813 |
| 85.6 | % | 819 |
| Y |
| 39.3 | % |
Fernandina Beach, FL |
| 1996 |
| 1986 |
| 110,995 |
| 84.2 | % | 784 |
| Y |
| 35.3 | % |
Ft. Lauderdale, FL |
| 1999 |
| 1999 |
| 70,063 |
| 91.4 | % | 695 |
| Y |
| 46.8 | % |
Ft. Myers, FL |
| 1999 |
| 1998 |
| 67,510 |
| 69.7 | % | 589 |
| Y |
| 67.1 | % |
Jacksonville I, FL |
| 2005 |
| 2005 |
| 80,296 |
| 95.0 | % | 705 |
| N |
| 100.0 | % |
Jacksonville II, FL |
| 2007 |
| 2004 |
| 65,270 |
| 85.0 | % | 657 |
| N |
| 100.0 | % |
Jacksonville III, FL |
| 2007 |
| 2003 |
| 65,580 |
| 87.9 | % | 675 |
| N |
| 100.0 | % |
Jacksonville IV, FL |
| 2007 |
| 2006 |
| 77,425 |
| 90.6 | % | 705 |
| N |
| 100.0 | % |
Jacksonville V, FL |
| 2007 |
| 2004 |
| 81,835 |
| 82.4 | % | 695 |
| N |
| 82.3 | % |
Kendall, FL |
| 2007 |
| 2003 |
| 75,395 |
| 91.0 | % | 703 |
| N |
| 71.0 | % |
Lake Worth, FL † |
| 1998 |
| 1998/02 |
| 161,808 |
| 92.1 | % | 1,355 |
| Y |
| 37.2 | % |
Lakeland I, FL |
| 1994 |
| 1988 |
| 49,111 |
| 75.4 | % | 487 |
| Y |
| 79.4 | % |
Lutz I, FL |
| 2004 |
| 2000 |
| 66,795 |
| 80.2 | % | 594 |
| Y |
| 36.9 | % |
Lutz II, FL |
| 2004 |
| 1999 |
| 69,232 |
| 86.0 | % | 531 |
| Y |
| 20.6 | % |
Margate I, FL † |
| 1996 |
| 1979/81 |
| 54,165 |
| 83.5 | % | 338 |
| N |
| 9.9 | % |
Margate II, FL † |
| 1996 |
| 1985 |
| 65,186 |
| 78.5 | % | 424 |
| Y |
| 28.8 | % |
Merrit Island, FL |
| 2002 |
| 2000 |
| 50,417 |
| 82.0 | % | 465 |
| Y |
| 56.7 | % |
Miami I, FL |
| 1996 |
| 1995 |
| 46,825 |
| 93.9 | % | 560 |
| Y |
| 52.1 | % |
Miami II, FL |
| 1996 |
| 1989 |
| 67,010 |
| 80.2 | % | 568 |
| Y |
| 7.9 | % |
Miami III, FL |
| 2005 |
| 1988/03 |
| 150,735 |
| 86.0 | % | 1,518 |
| N |
| 86.9 | % |
Miami IV, FL |
| 2011 |
| 2007 |
| 76,352 |
| 90.0 | % | 932 |
| N |
| 100.0 | % |
Naples I, FL |
| 1996 |
| 1996 |
| 48,150 |
| 93.5 | % | 319 |
| Y |
| 26.6 | % |
Naples II, FL |
| 1997 |
| 1985 |
| 65,850 |
| 90.7 | % | 627 |
| Y |
| 44.6 | % |
Naples III, FL |
| 1997 |
| 1981/83 |
| 80,266 |
| 89.5 | % | 797 |
| Y |
| 23.7 | % |
Naples IV, FL |
| 1998 |
| 1990 |
| 40,600 |
| 92.2 | % | 428 |
| N |
| 42.2 | % |
Ocoee, FL |
| 2005 |
| 1997 |
| 76,250 |
| 80.2 | % | 620 |
| Y |
| 15.5 | % |
Orange City, FL |
| 2004 |
| 2001 |
| 59,586 |
| 84.2 | % | 639 |
| N |
| 39.1 | % |
Orlando II, FL |
| 2005 |
| 2002/04 |
| 63,084 |
| 85.9 | % | 577 |
| N |
| 74.2 | % |
Orlando III, FL |
| 2006 |
| 1988/90/96 |
| 102,705 |
| 77.2 | % | 784 |
| Y |
| 12.4 | % |
Orlando IV, FL |
| 2010 |
| 2009 |
| 76,565 |
| 89.0 | % | 637 |
| N |
| 64.4 | % |
Orlando V, FL |
| 2012 |
| 2008 |
| 75,359 |
| 86.3 | % | 638 |
| N |
| 85.3 | % |
Oviedo, FL |
| 2006 |
| 1988/1991 |
| 49,251 |
| 80.5 | % | 427 |
| Y |
| 3.2 | % |
Pembroke Pines, FL |
| 1997 |
| 1997 |
| 67,321 |
| 88.5 | % | 696 |
| Y |
| 63.2 | % |
Royal Palm Beach II, FL |
| 2007 |
| 2004 |
| 81,405 |
| 90.5 | % | 759 |
| N |
| 82.3 | % |
Sanford, FL |
| 2006 |
| 1988/2006 |
| 61,810 |
| 86.9 | % | 437 |
| Y |
| 28.6 | % |
Sarasota, FL |
| 1999 |
| 1998 |
| 71,402 |
| 79.9 | % | 524 |
| Y |
| 42.3 | % |
St. Augustine, FL |
| 1996 |
| 1985 |
| 59,725 |
| 76.6 | % | 699 |
| Y |
| 29.9 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Stuart, FL |
| 1997 |
| 1995 |
| 87,037 |
| 82.5 | % | 955 |
| Y |
| 51.3 | % |
SW Ranches, FL |
| 2007 |
| 2004 |
| 64,955 |
| 90.7 | % | 647 |
| N |
| 85.3 | % |
Tampa, FL |
| 2007 |
| 2001/2002 |
| 83,738 |
| 86.9 | % | 790 |
| N |
| 28.5 | % |
West Palm Beach I, FL |
| 2001 |
| 1997 |
| 68,051 |
| 88.0 | % | 975 |
| Y |
| 47.2 | % |
West Palm Beach II, FL |
| 2004 |
| 1996 |
| 94,503 |
| 90.5 | % | 834 |
| Y |
| 73.9 | % |
West Palm Beach III, FL |
| 2012 |
| 2008 |
| 85,460 |
| 69.4 | % | 919 |
| Y |
| 51.2 | % |
Alpharetta, GA |
| 2001 |
| 1996 |
| 90,485 |
| 87.2 | % | 670 |
| Y |
| 75.1 | % |
Atlanta, GA |
| 2012 |
| 2008 |
| 66,675 |
| 71.0 | % | 626 |
| N |
| 100.0 | % |
Austell , GA |
| 2006 |
| 2000 |
| 83,875 |
| 81.8 | % | 646 |
| Y |
| 66.4 | % |
Decatur, GA |
| 1998 |
| 1986 |
| 145,280 |
| 75.8 | % | 1,244 |
| Y |
| 2.7 | % |
Duluth II, GA |
| 2012 |
| 2004 |
| 47,242 |
| 89.7 | % | 538 |
| N |
| 100.0 | % |
Duluth, GA |
| 2011 |
| 2009 |
| 70,985 |
| 75.2 | % | 589 |
| N |
| 100.0 | % |
Lawrenceville, GA |
| 2011 |
| 1999 |
| 73,765 |
| 82.0 | % | 597 |
| N |
| 24.4 | % |
Leisure City, GA |
| 2012 |
| 2005 |
| 56,177 |
| 82.2 | % | 615 |
| N |
| 55.0 | % |
Norcross I, GA |
| 2001 |
| 1997 |
| 85,420 |
| 89.2 | % | 582 |
| Y |
| 55.8 | % |
Norcross II, GA |
| 2012 |
| 2007 |
| 47,270 |
| 90.6 | % | 499 |
| Y |
| 100.0 | % |
Norcross II, GA |
| 2011 |
| 1996 |
| 52,020 |
| 95.2 | % | 396 |
| N |
| 57.0 | % |
Norcross III, GA |
| 2012 |
| 2005 |
| 57,555 |
| 74.4 | % | 505 |
| Y |
| 81.6 | % |
Peachtree City I, GA |
| 2001 |
| 1997 |
| 49,875 |
| 87.8 | % | 433 |
| N |
| 75.6 | % |
Peachtree City II, GA |
| 2012 |
| 2005 |
| 57,100 |
| 93.9 | % | 430 |
| N |
| 47.7 | % |
Smyrna, GA |
| 2001 |
| 2000 |
| 57,015 |
| 91.8 | % | 489 |
| Y |
| 100.0 | % |
Snellville, GA |
| 2007 |
| 1996/1997 |
| 80,000 |
| 87.4 | % | 748 |
| Y |
| 27.1 | % |
Suwanee I, GA |
| 2007 |
| 2000/2003 |
| 85,240 |
| 86.9 | % | 616 |
| Y |
| 28.9 | % |
Suwanee II, GA |
| 2007 |
| 2005 |
| 79,590 |
| 85.2 | % | 575 |
| N |
| 61.8 | % |
Addison, IL |
| 2004 |
| 1979 |
| 31,325 |
| 86.2 | % | 367 |
| Y |
| 0.0 | % |
Aurora, IL |
| 2004 |
| 1996 |
| 74,435 |
| 86.0 | % | 555 |
| Y |
| 6.9 | % |
Bartlett, IL |
| 2004 |
| 1987 |
| 51,425 |
| 89.8 | % | 408 |
| Y |
| 33.5 | % |
Bellwood, IL |
| 2001 |
| 1999 |
| 86,650 |
| 86.2 | % | 739 |
| Y |
| 52.1 | % |
Des Plaines, IL (6) |
| 2004 |
| 1978 |
| 74,400 |
| 81.9 | % | 635 |
| N |
| 0.0 | % |
Elk Grove Village, IL |
| 2004 |
| 1987 |
| 64,129 |
| 88.1 | % | 623 |
| Y |
| 5.5 | % |
Glenview, IL |
| 2004 |
| 1998 |
| 100,115 |
| 91.8 | % | 738 |
| Y |
| 100.0 | % |
Gurnee, IL |
| 2004 |
| 1987 |
| 80,300 |
| 92.6 | % | 720 |
| N |
| 34.1 | % |
Hanover, IL |
| 2004 |
| 1987 |
| 41,190 |
| 88.5 | % | 411 |
| Y |
| 0.4 | % |
Harvey, IL |
| 2004 |
| 1987 |
| 60,090 |
| 86.9 | % | 575 |
| Y |
| 3.0 | % |
Joliet, IL |
| 2004 |
| 1993 |
| 72,765 |
| 84.9 | % | 530 |
| Y |
| 100.0 | % |
Kildeer, IL |
| 2004 |
| 1988 |
| 46,285 |
| 89.4 | % | 422 |
| Y |
| 0.0 | % |
Lombard, IL |
| 2004 |
| 1981 |
| 57,764 |
| 88.1 | % | 544 |
| Y |
| 9.8 | % |
Mount Prospect, IL |
| 2004 |
| 1979 |
| 65,000 |
| 91.5 | % | 587 |
| Y |
| 12.7 | % |
Mundelein, IL |
| 2004 |
| 1990 |
| 44,700 |
| 89.6 | % | 491 |
| Y |
| 8.9 | % |
North Chicago, IL |
| 2004 |
| 1985 |
| 53,350 |
| 90.1 | % | 427 |
| N |
| 0.0 | % |
Plainfield I, IL |
| 2004 |
| 1998 |
| 53,900 |
| 90.0 | % | 404 |
| N |
| 3.3 | % |
Plainfield II, IL |
| 2005 |
| 2000 |
| 51,900 |
| 93.7 | % | 355 |
| N |
| 22.8 | % |
Schaumburg, IL |
| 2004 |
| 1988 |
| 31,160 |
| 83.5 | % | 321 |
| N |
| 5.6 | % |
Streamwood, IL |
| 2004 |
| 1982 |
| 64,305 |
| 85.8 | % | 557 |
| N |
| 4.4 | % |
Warrensville, IL |
| 2005 |
| 1977/89 |
| 48,796 |
| 86.6 | % | 377 |
| N |
| 0.0 | % |
Waukegan, IL |
| 2004 |
| 1977 |
| 79,500 |
| 81.1 | % | 682 |
| Y |
| 8.4 | % |
West Chicago, IL |
| 2004 |
| 1979 |
| 48,175 |
| 91.3 | % | 430 |
| Y |
| 0.0 | % |
Westmont, IL |
| 2004 |
| 1979 |
| 53,450 |
| 86.3 | % | 377 |
| Y |
| 0.0 | % |
Wheeling I, IL |
| 2004 |
| 1974 |
| 54,210 |
| 87.9 | % | 491 |
| N |
| 0.0 | % |
Wheeling II, IL |
| 2004 |
| 1979 |
| 67,825 |
| 92.1 | % | 601 |
| Y |
| 7.3 | % |
Woodridge, IL |
| 2004 |
| 1987 |
| 50,262 |
| 85.4 | % | 462 |
| Y |
| 6.7 | % |
Indianapolis, IN |
| 2004 |
| 1976 |
| 73,014 |
| 86.6 | % | 713 |
| Y |
| 0.0 | % |
Boston I, MA |
| 2010 |
| 1950 |
| 33,286 |
| 75.4 | % | 592 |
| N |
| 100.0 | % |
Boston II, MA |
| 2002 |
| 2001 |
| 60,545 |
| 83.5 | % | 628 |
| Y |
| 100.0 | % |
Leominster, MA |
| 1998 |
| 1987/88/00 |
| 53,823 |
| 81.3 | % | 500 |
| Y |
| 38.5 | % |
Medford, MA |
| 2007 |
| 2001 |
| 58,765 |
| 84.5 | % | 659 |
| Y |
| 96.0 | % |
Baltimore, MD |
| 2001 |
| 1999/00 |
| 93,350 |
| 83.4 | % | 809 |
| Y |
| 45.3 | % |
California, MD |
| 2004 |
| 1998 |
| 77,865 |
| 79.7 | % | 720 |
| Y |
| 39.0 | % |
District Heights, MD |
| 2011 |
| 2007 |
| 78,660 |
| 80.2 | % | 954 |
| Y |
| 90.3 | % |
Gaithersburg, MD |
| 2005 |
| 1998 |
| 87,045 |
| 83.4 | % | 785 |
| Y |
| 42.0 | % |
Laurel, MD † |
| 2001 |
| 1978/99/00 |
| 162,792 |
| 87.7 | % | 1,022 |
| N |
| 41.1 | % |
Temple Hills, MD |
| 2001 |
| 2000 |
| 97,200 |
| 88.1 | % | 827 |
| Y |
| 68.5 | % |
Belmont, NC |
| 2001 |
| 1996/97/98 |
| 81,600 |
| 86.1 | % | 586 |
| N |
| 23.1 | % |
Burlington I, NC |
| 2001 |
| 1990/91/93/94/98 |
| 109,396 |
| 68.7 | % | 950 |
| N |
| 4.7 | % |
Burlington II, NC |
| 2001 |
| 1991 |
| 42,305 |
| 77.2 | % | 394 |
| Y |
| 12.0 | % |
Cary, NC |
| 2001 |
| 1993/94/97 |
| 112,086 |
| 87.9 | % | 794 |
| N |
| 7.5 | % |
Charlotte, NC |
| 2002 |
| 1999 |
| 69,000 |
| 88.3 | % | 737 |
| Y |
| 52.8 | % |
Raleigh, NC |
| 1998 |
| 1994/95 |
| 48,675 |
| 88.8 | % | 412 |
| Y |
| 8.2 | % |
Bordentown, NJ |
| 2012 |
| 2006 |
| 50,600 |
| 81.5 | % | 385 |
| N |
| 18.8 | % |
Brick, NJ |
| 1996 |
| 1981 |
| 51,725 |
| 82.5 | % | 432 |
| N |
| 0.0 | % |
Cherry Hill I, NJ |
| 2010 |
| 2004 |
| 52,600 |
| 73.4 | % | 378 |
| Y |
| 0.0 | % |
Cherry Hill II, NJ |
| 2012 |
| 2004 |
| 65,050 |
| 72.1 | % | 610 |
| N |
| 87.5 | % |
Clifton, NJ |
| 2005 |
| 2001 |
| 105,550 |
| 89.0 | % | 1,018 |
| Y |
| 85.5 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Cranford, NJ |
| 1996 |
| 1987 |
| 91,250 |
| 89.4 | % | 851 |
| Y |
| 7.9 | % |
East Hanover, NJ |
| 1996 |
| 1983 |
| 107,679 |
| 73.8 | % | 966 |
| N |
| 1.6 | % |
Egg Harbor I, NJ |
| 2010 |
| 2005 |
| 36,025 |
| 85.4 | % | 293 |
| N |
| 12.6 | % |
Egg Harbor II, NJ |
| 2010 |
| 2002 |
| 70,425 |
| 62.6 | % | 704 |
| N |
| 16.6 | % |
Elizabeth, NJ |
| 2005 |
| 1925/97 |
| 38,830 |
| 82.7 | % | 674 |
| N |
| 0.0 | % |
Fairview, NJ |
| 1997 |
| 1989 |
| 27,875 |
| 84.9 | % | 448 |
| N |
| 100.0 | % |
Freehold, NJ |
| 2012 |
| 2002 |
| 81,495 |
| 87.3 | % | 760 |
| N |
| 56.4 | % |
Hamilton, NJ |
| 2006 |
| 1990 |
| 70,550 |
| 82.2 | % | 614 |
| Y |
| 0.0 | % |
Hoboken, NJ |
| 2005 |
| 1945/97 |
| 34,200 |
| 81.5 | % | 742 |
| N |
| 100.0 | % |
Linden, NJ |
| 1996 |
| 1983 |
| 100,425 |
| 84.4 | % | 1,118 |
| N |
| 2.1 | % |
Lumberton, NJ |
| 2012 |
| 2004 |
| 96,025 |
| 81.2 | % | 786 |
| Y |
| 27.8 | % |
Morris Township, NJ (6) |
| 1997 |
| 1972 |
| 71,776 |
| 83.0 | % | 565 |
| Y |
| 1.3 | % |
Parsippany, NJ |
| 1997 |
| 1981 |
| 66,325 |
| 83.6 | % | 566 |
| Y |
| 6.9 | % |
Randolph, NJ |
| 2002 |
| 1998/99 |
| 52,465 |
| 82.1 | % | 541 |
| Y |
| 82.5 | % |
Sewell, NJ |
| 2001 |
| 1984/98 |
| 57,830 |
| 87.7 | % | 454 |
| N |
| 5.3 | % |
Somerset, NJ |
| 2012 |
| 2000 |
| 57,585 |
| 90.1 | % | 513 |
| N |
| 69.3 | % |
Albuquerque I, NM |
| 2005 |
| 1985 |
| 65,927 |
| 79.7 | % | 609 |
| Y |
| 3.2 | % |
Albuquerque II, NM |
| 2005 |
| 1985 |
| 58,598 |
| 89.4 | % | 527 |
| Y |
| 4.1 | % |
Albuquerque III, NM |
| 2005 |
| 1986 |
| 57,536 |
| 87.7 | % | 484 |
| Y |
| 4.7 | % |
Las Vegas I, NV † |
| 2006 |
| 1986 |
| 48,596 |
| 84.7 | % | 369 |
| Y |
| 5.4 | % |
Las Vegas II, NV |
| 2006 |
| 1997 |
| 48,850 |
| 86.5 | % | 516 |
| Y |
| 75.2 | % |
Bronx I, NY |
| 2010 |
| 1931/2004 |
| 68,813 |
| 84.1 | % | 1,322 |
| N |
| 96.5 | % |
Bronx II, NY (5) |
| 2011 |
| 2006 |
| 90,270 |
| 92.5 | % | 831 |
| N |
| 58.3 | % |
Bronx III, NY |
| 2011 |
| 2007 |
| 106,065 |
| 83.3 | % | 2,040 |
| N |
| 97.3 | % |
Bronx IV, NY (5) |
| 2011 |
| 2007 |
| 75,580 |
| 76.5 | % | 1,314 |
| N |
| 96.7 | % |
Bronx V, NY (5) |
| 2011 |
| 2007 |
| 54,683 |
| 85.6 | % | 1,095 |
| N |
| 100.0 | % |
Bronx VI, NY (5) |
| 2011 |
| 2011 |
| 39,495 |
| 81.1 | % | 1,092 |
| N |
| 93.9 | % |
Bronx VII, NY (5) |
| 2012 |
| 2005 |
| 78,575 |
| 80.1 | % | 1,524 |
| N |
| 100.0 | % |
Bronx VIII, NY |
| 2012 |
| 1928 |
| 30,550 |
| 78.6 | % | 545 |
| N |
| 100.0 | % |
Bronx IX, NY |
| 2012 |
| 1973 |
| 148,470 |
| 84.8 | % | 3,021 |
| Y |
| 99.0 | % |
Bronx X, NY |
| 2012 |
| 2001 |
| 159,830 |
| 79.5 | % | 2,661 |
| Y |
| 65.8 | % |
Brooklyn I, NY |
| 2010 |
| 1917/2004 |
| 57,020 |
| 81.5 | % | 861 |
| N |
| 83.0 | % |
Brooklyn II, NY |
| 2011 |
| 2006 |
| 41,625 |
| 92.7 | % | 851 |
| N |
| 100.0 | % |
Brooklyn III, NY |
| 2011 |
| 2006 |
| 37,467 |
| 90.3 | % | 793 |
| N |
| 100.0 | % |
Brooklyn IV, NY |
| 2011 |
| 2007 |
| 46,945 |
| 86.9 | % | 887 |
| N |
| 100.0 | % |
Brooklyn V, NY |
| 2011 |
| 2007 |
| 74,415 |
| 83.2 | % | 1,416 |
| N |
| 94.5 | % |
Brooklyn VI, NY |
| 2011 |
| 2006 |
| 72,710 |
| 91.6 | % | 1,396 |
| N |
| 100.0 | % |
Jamaica I, NY |
| 2001 |
| 2000 |
| 88,415 |
| 91.3 | % | 918 |
| Y |
| 30.7 | % |
Jamaica II, NY |
| 2011 |
| 2010 |
| 91,325 |
| 84.8 | % | 1,473 |
| N |
| 84.5 | % |
New Rochelle I, NY |
| 2005 |
| 1998 |
| 48,434 |
| 55.1 | % | 401 |
| N |
| 15.0 | % |
New Rochelle II, NY |
| 2012 |
| 1917 |
| 63,295 |
| 85.1 | % | 1,029 |
| Y |
| 93.4 | % |
North Babylon, NY |
| 1998 |
| 1988/99 |
| 78,188 |
| 91.8 | % | 651 |
| N |
| 9.0 | % |
Queens, NY |
| 2010 |
| 1962/2003 |
| 60,945 |
| 93.2 | % | 1,148 |
| N |
| 25.3 | % |
Riverhead, NY |
| 2005 |
| 1985/86/99 |
| 38,340 |
| 97.1 | % | 328 |
| N |
| 0.0 | % |
Southold, NY |
| 2005 |
| 1989 |
| 59,745 |
| 81.6 | % | 599 |
| N |
| 3.0 | % |
Tuckahoe, NY |
| 2011 |
| 2007 |
| 51,688 |
| 87.5 | % | 758 |
| N |
| 99.2 | % |
West Hempstead, NY |
| 2012 |
| 2002 |
| 85,281 |
| 91.1 | % | 903 |
| Y |
| 30.8 | % |
White Plains, NY |
| 2011 |
| 1938 |
| 87,705 |
| 84.7 | % | 1,508 |
| N |
| 77.2 | % |
Woodhaven, NY |
| 2011 |
| 2008 |
| 50,665 |
| 80.5 | % | 1,029 |
| N |
| 90.5 | % |
Wyckoff, NY |
| 2010 |
| 1910/2007 |
| 61,960 |
| 82.2 | % | 1,042 |
| N |
| 90.2 | % |
Yorktown, NY |
| 2011 |
| 2006 |
| 78,615 |
| 83.3 | % | 783 |
| Y |
| 63.3 | % |
Cleveland I, OH |
| 2005 |
| 1997/99 |
| 46,050 |
| 89.6 | % | 340 |
| Y |
| 5.0 | % |
Cleveland II, OH |
| 2005 |
| 2000 |
| 58,425 |
| 82.5 | % | 565 |
| Y |
| 0.0 | % |
Columbus , OH |
| 2006 |
| 1999 |
| 71,905 |
| 81.4 | % | 602 |
| Y |
| 25.6 | % |
Grove City, OH |
| 2006 |
| 1997 |
| 89,290 |
| 83.1 | % | 773 |
| Y |
| 16.9 | % |
Hilliard, OH |
| 2006 |
| 1995 |
| 89,690 |
| 85.2 | % | 777 |
| Y |
| 24.5 | % |
Lakewood, OH |
| 1989* |
| 1989 |
| 39,287 |
| 88.5 | % | 455 |
| Y |
| 24.6 | % |
Marblehead, OH |
| 2005 |
| 1988/98 |
| 52,300 |
| 83.2 | % | 382 |
| Y |
| 0.0 | % |
Middleburg Heights, OH |
| 1980* |
| 1980 |
| 92,725 |
| 90.6 | % | 682 |
| Y |
| 3.8 | % |
North Olmsted I, OH |
| 1979* |
| 1979 |
| 48,665 |
| 85.5 | % | 442 |
| Y |
| 7.0 | % |
North Olmsted II, OH |
| 1988* |
| 1988 |
| 47,850 |
| 82.2 | % | 396 |
| Y |
| 14.2 | % |
North Randall, OH |
| 1998* |
| 1998/02 |
| 80,229 |
| 89.8 | % | 799 |
| N |
| 90.8 | % |
Reynoldsburg, OH |
| 2006 |
| 1979 |
| 66,895 |
| 85.0 | % | 664 |
| Y |
| 0.0 | % |
Strongsville, OH |
| 2007 |
| 1978 |
| 43,507 |
| 92.3 | % | 400 |
| Y |
| 100.0 | % |
Warrensville Heights, OH |
| 1980* |
| 1980/82/98 |
| 90,281 |
| 84.4 | % | 723 |
| Y |
| 0.0 | % |
Westlake, OH |
| 2005 |
| 2001 |
| 62,750 |
| 90.0 | % | 453 |
| Y |
| 6.1 | % |
Conshohocken, PA |
| 2012 |
| 2003 |
| 81,435 |
| 87.8 | % | 728 |
| Y |
| 35.0 | % |
Exton, PA |
| 2012 |
| 2006 |
| 57,650 |
| 88.9 | % | 548 |
| N |
| 90.3 | % |
Langhorne, PA |
| 2012 |
| 2001 |
| 65,150 |
| 85.3 | % | 670 |
| Y |
| 59.3 | % |
Levittown, PA |
| 2001 |
| 2000 |
| 76,180 |
| 85.9 | % | 655 |
| Y |
| 36.3 | % |
Montgomeryville, PA |
| 2012 |
| 2003 |
| 84,145 |
| 77.0 | % | 773 |
| Y |
| 47.9 | % |
Norristown, PA |
| 2011 |
| 2005 |
| 52,031 |
| 81.8 | % | 501 |
| N |
| 86.8 | % |
Philadelphia, PA |
| 2001 |
| 1999 |
| 97,289 |
| 85.6 | % | 954 |
| N |
| 47.1 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Alcoa, TN |
| 2005 |
| 1986 |
| 42,350 |
| 86.2 | % | 354 |
| Y |
| 0.0 | % |
Antioch, TN |
| 2005 |
| 1985/98 |
| 76,160 |
| 88.5 | % | 618 |
| Y |
| 8.5 | % |
Cordova I, TN |
| 2005 |
| 1987 |
| 54,125 |
| 88.6 | % | 387 |
| Y |
| 0.0 | % |
Cordova II, TN |
| 2006 |
| 1995 |
| 67,700 |
| 76.5 | % | 711 |
| Y |
| 7.2 | % |
Knoxville I, TN |
| 1997 |
| 1984 |
| 29,337 |
| 75.0 | % | 281 |
| Y |
| 6.8 | % |
Knoxville II, TN |
| 1997 |
| 1985 |
| 37,900 |
| 77.5 | % | 326 |
| Y |
| 7.0 | % |
Knoxville III, TN |
| 1998 |
| 1991 |
| 45,736 |
| 82.8 | % | 445 |
| Y |
| 6.9 | % |
Knoxville V, TN |
| 1998 |
| 1977 |
| 42,790 |
| 80.0 | % | 373 |
| N |
| 0.0 | % |
Knoxville VI, TN |
| 2005 |
| 1975 |
| 63,440 |
| 85.8 | % | 583 |
| Y |
| 0.0 | % |
Knoxville VII, TN |
| 2005 |
| 1983 |
| 55,594 |
| 77.7 | % | 454 |
| Y |
| 0.0 | % |
Knoxville VIII, TN |
| 2005 |
| 1978 |
| 95,868 |
| 70.8 | % | 763 |
| Y |
| 0.0 | % |
Memphis I, TN |
| 2001 |
| 1999 |
| 92,320 |
| 89.7 | % | 699 |
| N |
| 57.1 | % |
Memphis II, TN |
| 2001 |
| 2000 |
| 71,710 |
| 91.4 | % | 556 |
| N |
| 46.3 | % |
Memphis III, TN |
| 2005 |
| 1983 |
| 40,507 |
| 80.4 | % | 347 |
| Y |
| 6.2 | % |
Memphis IV, TN |
| 2005 |
| 1986 |
| 38,678 |
| 80.2 | % | 319 |
| Y |
| 4.1 | % |
Memphis V, TN |
| 2005 |
| 1981 |
| 60,120 |
| 86.0 | % | 498 |
| Y |
| 0.0 | % |
Memphis VI, TN |
| 2006 |
| 1985/93 |
| 108,996 |
| 82.3 | % | 875 |
| Y |
| 4.1 | % |
Memphis VII, TN |
| 2006 |
| 1980/85 |
| 96,163 |
| 85.1 | % | 533 |
| Y |
| 0.0 | % |
Memphis VIII, TN † |
| 2006 |
| 1990 |
| 96,060 |
| 75.8 | % | 548 |
| Y |
| 0.0 | % |
Nashville I, TN |
| 2005 |
| 1984 |
| 103,910 |
| 86.2 | % | 695 |
| Y |
| 0.0 | % |
Nashville II, TN |
| 2005 |
| 1986/00 |
| 83,484 |
| 87.7 | % | 632 |
| Y |
| 6.5 | % |
Nashville III, TN |
| 2006 |
| 1985 |
| 101,575 |
| 91.4 | % | 598 |
| Y |
| 5.2 | % |
Nashville IV, TN |
| 2006 |
| 1986/00 |
| 102,450 |
| 91.0 | % | 732 |
| Y |
| 7.0 | % |
Allen, TX |
| 2012 |
| 2003 |
| 62,490 |
| 88.1 | % | 524 |
| Y |
| 40.2 | % |
Austin I, TX |
| 2005 |
| 2001 |
| 59,520 |
| 84.0 | % | 538 |
| Y |
| 58.8 | % |
Austin II, TX |
| 2006 |
| 2000/03 |
| 65,241 |
| 79.8 | % | 594 |
| Y |
| 38.9 | % |
Austin III, TX |
| 2006 |
| 2004 |
| 70,560 |
| 81.9 | % | 580 |
| Y |
| 85.4 | % |
Baytown, TX |
| 2005 |
| 1981 |
| 38,950 |
| 82.7 | % | 350 |
| Y |
| 0.0 | % |
Bryan, TX |
| 2005 |
| 1994 |
| 60,450 |
| 63.2 | % | 495 |
| Y |
| 0.0 | % |
Carrollton, TX |
| 2012 |
| 2002 |
| 77,420 |
| 71.2 | % | 549 |
| Y |
| 0.0 | % |
College Station, TX |
| 2005 |
| 1993 |
| 26,559 |
| 74.8 | % | 346 |
| N |
| 0.0 | % |
Cypress, TX |
| 2012 |
| 1998 |
| 58,141 |
| 75.1 | % | 442 |
| N |
| 42.3 | % |
Dallas, TX |
| 2005 |
| 2000 |
| 59,324 |
| 88.7 | % | 534 |
| Y |
| 28.0 | % |
Denton, TX |
| 2006 |
| 1996 |
| 60,836 |
| 87.5 | % | 462 |
| Y |
| 3.9 | % |
El Paso I, TX |
| 2005 |
| 1980 |
| 59,952 |
| 91.5 | % | 513 |
| Y |
| 0.9 | % |
El Paso II, TX |
| 2005 |
| 1980 |
| 48,704 |
| 94.8 | % | 412 |
| Y |
| 0.0 | % |
El Paso III, TX |
| 2005 |
| 1980 |
| 71,252 |
| 80.6 | % | 585 |
| Y |
| 2.0 | % |
El Paso IV, TX |
| 2005 |
| 1983 |
| 67,058 |
| 85.1 | % | 527 |
| Y |
| 3.2 | % |
El Paso V, TX |
| 2005 |
| 1982 |
| 62,290 |
| 76.0 | % | 402 |
| Y |
| 0.0 | % |
El Paso VI, TX |
| 2005 |
| 1985 |
| 36,620 |
| 92.1 | % | 257 |
| Y |
| 0.0 | % |
El Paso VII, TX † |
| 2005 |
| 1982 |
| 34,545 |
| 35.4 | % | 5 |
| N |
| 0.0 | % |
Fort Worth I, TX |
| 2005 |
| 2000 |
| 50,621 |
| 85.8 | % | 406 |
| Y |
| 26.6 | % |
Fort Worth II, TX |
| 2006 |
| 2003 |
| 72,900 |
| 89.3 | % | 653 |
| Y |
| 49.0 | % |
Frisco I, TX |
| 2005 |
| 1996 |
| 50,854 |
| 81.8 | % | 431 |
| Y |
| 17.5 | % |
Frisco II, TX |
| 2005 |
| 1998/02 |
| 70,999 |
| 83.2 | % | 511 |
| Y |
| 25.2 | % |
Frisco III, TX |
| 2006 |
| 2004 |
| 74,815 |
| 87.7 | % | 611 |
| Y |
| 86.0 | % |
Frisco IV, TX |
| 2010 |
| 2007 |
| 74,835 |
| 89.3 | % | 512 |
| N |
| 16.4 | % |
Garland I, TX |
| 2006 |
| 1991 |
| 70,100 |
| 93.1 | % | 679 |
| Y |
| 4.4 | % |
Garland II, TX |
| 2006 |
| 2004 |
| 68,425 |
| 92.0 | % | 469 |
| Y |
| 39.6 | % |
Greenville I, TX |
| 2005 |
| 2001/04 |
| 59,385 |
| 78.9 | % | 448 |
| Y |
| 28.8 | % |
Greenville II, TX |
| 2005 |
| 2001 |
| 44,900 |
| 82.6 | % | 313 |
| N |
| 36.3 | % |
Houston I, TX |
| 2005 |
| 1981 |
| 100,730 |
| 82.9 | % | 616 |
| Y |
| 0.0 | % |
Houston II, TX |
| 2005 |
| 1977 |
| 71,300 |
| 87.9 | % | 391 |
| Y |
| 0.0 | % |
Houston III, TX |
| 2005 |
| 1984 |
| 60,820 |
| 82.5 | % | 461 |
| Y |
| 4.4 | % |
Houston IV, TX |
| 2005 |
| 1987 |
| 43,975 |
| 87.7 | % | 383 |
| Y |
| 6.1 | % |
Houston V, TX † |
| 2006 |
| 1980/1997 |
| 126,180 |
| 81.8 | % | 1,013 |
| Y |
| 55.0 | % |
Houston VI, TX |
| 2011 |
| 2002 |
| 54,680 |
| 89.4 | % | 588 |
| N |
| 100.0 | % |
Houston VII, TX |
| 2012 |
| 1989 |
| 54,882 |
| 86.9 | % | 499 |
| N |
| 71.2 | % |
Houston VIII, TX |
| 2012 |
| 1992 |
| 53,630 |
| 72.5 | % | 429 |
| Y |
| 39.1 | % |
Keller, TX |
| 2006 |
| 2000 |
| 61,885 |
| 85.7 | % | 486 |
| Y |
| 21.1 | % |
La Porte, TX |
| 2005 |
| 1984 |
| 44,850 |
| 89.4 | % | 426 |
| Y |
| 15.4 | % |
Lewisville, TX |
| 2006 |
| 1996 |
| 58,140 |
| 84.6 | % | 429 |
| Y |
| 19.7 | % |
Mansfield I, TX |
| 2006 |
| 2003 |
| 63,075 |
| 93.8 | % | 486 |
| Y |
| 38.4 | % |
Mansfield II, TX |
| 2012 |
| 2002 |
| 58,400 |
| 95.2 | % | 484 |
| Y |
| 55.1 | % |
McKinney I, TX |
| 2005 |
| 1996 |
| 47,020 |
| 84.9 | % | 362 |
| Y |
| 9.2 | % |
McKinney II, TX |
| 2006 |
| 1996 |
| 70,050 |
| 81.5 | % | 537 |
| Y |
| 46.3 | % |
North Richland Hills, TX |
| 2005 |
| 2002 |
| 57,200 |
| 83.5 | % | 433 |
| Y |
| 47.6 | % |
Pearland, TX |
| 2012 |
| 1985 |
| 72,249 |
| 75.0 | % | 457 |
| N |
| 32.6 | % |
Roanoke, TX |
| 2005 |
| 1996/01 |
| 59,500 |
| 91.5 | % | 450 |
| Y |
| 29.9 | % |
San Antonio I, TX |
| 2005 |
| 2005 |
| 73,305 |
| 85.8 | % | 573 |
| Y |
| 79.0 | % |
San Antonio II, TX |
| 2006 |
| 2005 |
| 73,230 |
| 88.8 | % | 670 |
| N |
| 82.3 | % |
San Antonio III, TX |
| 2007 |
| 2006 |
| 71,775 |
| 84.6 | % | 569 |
| N |
| 87.4 | % |
|
| Year Acquired/ |
| Year |
| Rentable |
|
|
|
|
| Manager |
| % Climate |
|
Facility Location |
| Developed (1) |
| Built |
| Square Feet |
| Occupancy (2) |
| Units |
| Apartment (3) |
| Controlled (4) |
|
Sherman I, TX |
| 2005 |
| 1998 |
| 54,975 |
| 82.0 | % | 505 |
| Y |
| 21.1 | % |
Sherman II, TX |
| 2005 |
| 1996 |
| 48,425 |
| 79.8 | % | 391 |
| Y |
| 30.9 | % |
Spring, TX |
| 2006 |
| 1980/86 |
| 72,751 |
| 79.5 | % | 535 |
| N |
| 14.1 | % |
Murray I, UT |
| 2005 |
| 1976 |
| 60,280 |
| 87.4 | % | 632 |
| Y |
| 0.0 | % |
Murray II, UT † |
| 2005 |
| 1978 |
| 71,221 |
| 90.3 | % | 371 |
| Y |
| 2.6 | % |
Salt Lake City I, UT |
| 2005 |
| 1976 |
| 56,446 |
| 83.9 | % | 724 |
| Y |
| 0.0 | % |
Salt Lake City II, UT |
| 2005 |
| 1978 |
| 51,676 |
| 87.5 | % | 480 |
| Y |
| 0.0 | % |
Alexandria, VA |
| 2012 |
| 2000 |
| 114,650 |
| 74.4 | % | 1,156 |
| N |
| 100.0 | % |
Burke Lake, VA |
| 2011 |
| 2003 |
| 90,927 |
| 85.2 | % | 910 |
| Y |
| 72.5 | % |
Fairfax, VA |
| 2012 |
| 1999 |
| 73,650 |
| 88.6 | % | 683 |
| N |
| 77.4 | % |
Fredericksburg I, VA |
| 2005 |
| 2001/04 |
| 69,475 |
| 80.0 | % | 605 |
| N |
| 21.4 | % |
Fredericksburg II, VA |
| 2005 |
| 1998/01 |
| 61,207 |
| 76.2 | % | 562 |
| N |
| 100.0 | % |
Leesburg, VA |
| 2011 |
| 2001/04 |
| 85,503 |
| 89.9 | % | 890 |
| Y |
| 75.7 | % |
Mannasas, VA |
| 2010 |
| 1998 |
| 73,045 |
| 83.4 | % | 638 |
| Y |
| 50.9 | % |
McLearen, VA |
| 2010 |
| 2002 |
| 69,240 |
| 88.8 | % | 719 |
| Y |
| 90.0 | % |
Vienna, VA |
| 2012 |
| 2000 |
| 54,318 |
| 94.6 | % | 559 |
| Y |
| 92.5 | % |
Milwaukee, WI |
| 2004 |
| 1988 |
| 58,500 |
| 81.2 | % | 486 |
| Y |
| 0.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total/Weighted Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(381 facilities) |
|
|
|
|
| 25,485,304 |
| 84.4 | % | 239,153 |
|
|
|
|
|
* Denotes facilities developed by us.
† Denotes facilities that contain a significant amount of commercial rentable square footage. All of this commercial space, which was developed in conjunction with the self-storage units,cubes, is located within or adjacent to our self-storage facilities and is managed by our self-storage facility managers. As of December 31, 2009,2012, there was an aggregate of approximately 449,000373,000 rentable square feet of commercial space at these facilities.
(1) Represents the year acquired for those facilities acquired from a third party or the year developed for those facilities developed by us.
(2) Represents occupied square feet divided by total rentable square feet at December 31, 2009.2012.
(3) Indicates whether a facility has an on-site apartment where a manager resides.
(4) Represents the percentage of rentable square feet in climate-controlled units.cubes.
(5) We do not own the land at this facility.these facilities. We leasedlease the land pursuant to a ground leaseleases that expires in 2013,expire between 2052 and 2059, but have eight five-year renewal options.
(6) We have ground leases for certain small parcels of land adjacent to these facilities that expire between 20102013 and 2015.2019.
Our growth has been achievedWe have grown by adding facilities to our portfolio through acquisitions and development. The tables set forth below show the average occupancy, annual rent per occupied square foot, average occupied square feet and total revenues for our facilities owned as of December 31, 2009,2012, and for each of the lastprevious three years, grouped by the year end during which we first owned or operated the facility.
Our Facilities by Year Acquired - Average Occupied Square Feet (2)
|
|
|
| Rentable Square |
| Average Occupancy |
| ||||
Year Acquired (1) |
| # of Facilities |
| Feet |
| 2009 |
| 2008 |
| 2007 |
|
2006 and earlier |
| 349 |
| 22,345,852 |
| 75.9 | % | 80.0 | % | 79.7 | % |
2007 |
| 17 |
| 1,318,265 |
| 77.2 | % | 76.1 | % | 71.3 | % |
2008 |
| 1 |
| 84,585 |
| 72.3 | % | 69.5 | % | — |
|
2009 |
| — |
| — |
| — |
| — |
| — |
|
All Facilities Owned as of December 31, 2009 |
| 367 |
| 23,748,702 |
| 75.9 | % | 79.8 | % | 79.5 | % |
Our Facilities by Year Acquired - Average Occupancy
|
|
|
| Rentable Square |
| Average Occupancy |
| ||||
Year Acquired (1) |
| # of Facilities |
| Feet |
| 2012 |
| 2011 |
| 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 and earlier |
| 306 |
| 20,308,555 |
| 82.6 | % | 79.3 | % | 77.2 | % |
2010 |
| 12 |
| 734,759 |
| 78.3 | % | 69.1 | % | 67.7 | % |
2011 (5) |
| 26 |
| 1,795,171 |
| 82.3 | % | 78.7 | % | — |
|
2012 |
| 37 |
| 2,646,819 |
| 83.8 | % | — |
| — |
|
All Facilities Owned as of December 31, 2012 |
| 381 |
| 25,485,304 |
| 82.5 | % | 78.9 | % | 77.1 | % |
Facilities by Year Acquired - Annual Rent Per Occupied Square Foot (2)
|
|
|
| Rent per Square Foot |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2009 |
| 2008 |
| 2007 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2006 and earlier |
| 349 |
| $ | 11.70 |
| $ | 11.45 |
| $ | 11.48 |
|
2007 |
| 17 |
| 12.20 |
| 12.29 |
| 11.29 |
| |||
2008 |
| 1 |
| 22.13 |
| 21.12 |
| — |
| |||
2009 |
| — |
| — |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2009 |
| 367 |
| $ | 11.76 |
| $ | 11.52 |
| $ | 11.47 |
|
|
|
|
| Rent per Square Foot |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2009 and earlier |
| 306 |
| $ | 11.80 |
| $ | 11.98 |
| $ | 11.96 |
|
2010 |
| 12 |
| 18.44 |
| 19.12 |
| 13.50 |
| |||
2011 (5) |
| 26 |
| 24.01 |
| 22.80 |
| — |
| |||
2012 |
| 37 |
| 15.55 |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2012 |
| 381 |
| $ | 13.24 |
| $ | 13.02 |
| $ | 12.01 |
|
Facilities by Year Acquired - Average Occupied Square Feet (3)
|
|
|
| Average Occupied Square Feet |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2009 and earlier |
| 306 |
| $ | 16,769,285 |
| $ | 16,117,150 |
| $ | 15,680,890 |
|
2010 |
| 12 |
| 578,149 |
| 510,496 |
| 480,918 |
| |||
2011 (5) |
| 26 |
| 1,476,913 |
| 1,409,521 |
| — |
| |||
2012 |
| 37 |
| 2,199,295 |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2012 |
| 381 |
| 21,023,642 |
| 18,037,167 |
| 16,161,808 |
| |||
Facilities by Year Acquired - Total Revenues (dollars in thousands) (4)
|
|
|
| Total Revenues |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2009 and earlier |
| 306 |
| $ | 207,875 |
| $ | 200,741 |
| $ | 193,614 |
|
2010 |
| 12 |
| 11,181 |
| 10,108 |
| 1,663 |
| |||
2011 (5) |
| 26 |
| 36,945 |
| 9,548 |
| — |
| |||
2012 |
| 37 |
| 19,028 |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2012 |
| 381 |
| $ | 275,029 |
| $ | 220,397 |
| $ | 195,277 |
|
(1) For facilities developed by us, “Year Acquired” represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2) Determined by dividing the aggregate rental revenue for each twelve-month period by the average of the month-end occupied square feet for the period. Rental revenue includes customerthe impact of promotional discounts, which reduce rental revenues, access, administrativeincome over the promotional period, of $16.1 million, $13.3 million and$11.7 million, for the periods ended December 31, 2012, 2011 and late fees and revenues from auctions, but does not include ancillary revenues generated at our facilities.2010.
Facilities by Year Acquired - Average Occupied Square Feet (2)
|
|
|
| Average Occupied Square Feet |
| ||||
Year Acquired (1) |
| # of Facilities |
| 2009 |
| 2008 |
| 2007 |
|
|
|
|
|
|
|
|
|
|
|
2006 and earlier |
| 349 |
| 16,964,729 |
| 17,957,743 |
| 17,910,241 |
|
2007 |
| 17 |
| 1,017,882 |
| 1,003,961 |
| 934,799 |
|
2008 |
| 1 |
| 61,113 |
| 58,844 |
| — |
|
2009 |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
All Facilities Owned as of December 31, 2009 |
| 367 |
| 18,043,724 |
| 19,020,548 |
| 18,845,040 |
|
Facilities by Year Acquired - Total Revenues (dollars in thousands) (3)
|
|
|
| Total Revenues |
| |||||||
Year Acquired (1) |
| # of Facilities |
| 2009 |
| 2008 |
| 2007 |
| |||
|
|
|
|
|
|
|
|
|
| |||
2006 and earlier |
| 349 |
| $ | 202,393 |
| $ | 210,066 |
| $ | 202,161 |
|
2007 |
| 17 |
| 12,852 |
| 12,682 |
| 4,891 |
| |||
2008 |
| 1 |
| 1,404 |
| 1,309 |
| — |
| |||
2009 |
| — |
| — |
| — |
| — |
| |||
|
|
|
|
|
|
|
|
|
| |||
All Facilities Owned as of December 31, 2009 |
| 367 |
| $ | 216,649 |
| $ | 224,057 |
| $ | 207,052 |
|
(1) For facilities developed by us, “Year Acquired” represents the year in which such facilities were acquired by our operating partnership from an affiliated entity, which in some cases is later than the year developed.
(2) Represents the average of the aggregate month-end occupied square feet for the twelve-month period for each group of facilities.
(3)(4) Represents the result obtained by multiplying total income per occupied square foot by the average occupied square feet for the twelve-month period for each group of facilities. This result will vary from amounts reported on the financial statements.
Table of Contents(5) Facility count does not include the Phoenix parcel acquisition in 2011. The parcel is adjacent to a property that was purchased in 2006 and is therefore consolidated with that property.
Planned Renovations and Improvements
We have a capital improvement and property renovation program that includes office upgrades, adding climate control at selected units,cubes, construction of parking areas, safety and security enhancements, and general facility upgrades. For 2010,2013, we anticipate spending approximately $7 million to $9$10 million associated with these capital expenditures and expect to enhance the safety and improve the aesthetic appeal of our facilities.
We are involved in claims from time to time, including the proceeding identified below, which arise in the ordinary course of business. In the opinion of management, we have made adequate provisionprovisions for potential liabilities, if any, arising from any such matters. However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in any such matters, could have a material adverse effect on our business, financial condition and operating results.
On November 4, 2009, our Operating Partnership was sued in the Delaware Court of Chancery by Robert J. Amsdell, Barry L. Amsdell, and Amsdell Holdings I, Inc. (collectively, the “Amsdell Plaintiffs”). The Amsdell Plaintiffs’ lawsuit seeks to compel our Operating Partnership to indemnify the Amsdell Plaintiffs for losses and expenses allegedly incurred by the Amsdell Plaintiffs from legal proceedings filed against the Amsdell Plaintiffs, which proceedings alleged, inter alia, that the Amsdell Plaintiffs breached an agreement to purchase certain real estate located in Brighton, Massachusetts in 2001. We are vigorously defending against this action. The matter is presently in the discovery phase and no trial date has been set by the Court.
ITEM 4. RESERVEDMINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of December 31, 2009,2012, there were approximately 5461 registered record holders of ourthe Parent Company’s common shares. This figure doesshares and 12 holders of the Operating Partnership’s Units (other than the Parent Company). These figures do not include beneficial owners who hold shares in nominee name. There is no established trading market for the Units of the Operating Partnership. The following table shows the high and low closing prices per share for our common shares, as reported by the New York Stock Exchange, and the cash dividends declared with respect to such shares:
|
|
|
|
|
| Cash Dividends |
|
|
|
|
|
| Cash Dividends |
| ||||||
|
| High |
| Low |
| Declared |
|
| High |
| Low |
| Declared |
| ||||||
2008 |
|
|
|
|
|
|
| |||||||||||||
2011 |
|
|
|
|
|
|
| |||||||||||||
First quarter |
| $ | 11.37 |
| $ | 7.86 |
| $ | 0.18 |
|
| $ | 10.57 |
| $ | 9.20 |
| $ | 0.070 |
|
Second quarter |
| $ | 13.38 |
| $ | 11.14 |
| $ | 0.18 |
|
| $ | 11.39 |
| $ | 9.93 |
| $ | 0.070 |
|
Third quarter |
| $ | 13.17 |
| $ | 10.96 |
| $ | 0.18 |
|
| $ | 11.15 |
| $ | 8.53 |
| $ | 0.070 |
|
Fourth quarter |
| $ | 11.99 |
| $ | 3.62 |
| $ | 0.025 |
|
| $ | 10.66 |
| $ | 8.04 |
| $ | 0.080 |
|
2009 |
|
|
|
|
|
|
| |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
2012 |
|
|
|
|
|
|
| |||||||||||||
First quarter |
| $ | 5.03 |
| $ | 1.40 |
| $ | 0.025 |
|
| $ | 12.14 |
| $ | 10.30 |
| $ | 0.080 |
|
Second quarter |
| $ | 4.93 |
| $ | 2.12 |
| $ | 0.025 |
|
| $ | 12.81 |
| $ | 10.90 |
| $ | 0.080 |
|
Third quarter |
| $ | 6.83 |
| $ | 4.23 |
| $ | 0.025 |
|
| $ | 13.48 |
| $ | 11.69 |
| $ | 0.080 |
|
Fourth quarter |
| $ | 7.60 |
| $ | 5.70 |
| $ | 0.025 |
|
| $ | 14.67 |
| $ | 12.59 |
| $ | 0.110 |
|
For each quarter in 2011 and 2012, the Operating Partnership paid a cash distribution per Unit in an amount equal to the dividend paid on a common share for each such quarter.
Since our initial quarter as a publicly-traded REIT, we have made regular quarterly distributions to our shareholders. Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, we provide each of our shareholders a statement detailing distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our dividends for 20092012 was 100%as follows: 81.7538% ordinary income distribution, 14.9075% capital gain distribution.distribution, and 3.3387% return of capital distribution from earnings and profits.
Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital. Annually, we provide each of our shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital. The characterization of our preferred dividends for 2012 was as follows: 84.5778% ordinary income distribution and 15.4222% capital gain distribution from earnings and profits.
We intend to continue to declare quarterly distributions. However, we cannot provide any assurance as to the amount or timing of future distributions. Under the revolving portion of our revolving credit facility,2011 Credit Facility, we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain our REIT status.
To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes. Distributions that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. shareholder, but will reduce the shareholder’s basis in its shares (but not below zero) and therefore can result in the shareholder having a higher gain upon a subsequent sale of such shares. Return of capital distributions in excess of a shareholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes.
Share Performance Graph
The SEC requires us to present a chart comparing the cumulative total shareholder return on our common shares with the cumulative total shareholder return of (i) a broad equity index and (ii) a published industry or peer group index. The following chart compares the yearly cumulative total shareholder return for our common shares with the cumulative shareholder return of companies on (i) the S&P 500 Index, (ii) the Russell 2000 and (iii) the NAREIT All Equity REIT Index as provided by NAREIT for the period beginning with December 31, 20042007 and ending December 31, 2009.2012.
|
| Period Ending |
|
| Period Ending |
| ||||||||||||||||||||
Index |
| 12/31/04 |
| 12/31/05 |
| 12/31/06 |
| 12/31/07 |
| 12/31/08 |
| 12/31/09 |
|
| 12/31/07 |
| 12/31/08 |
| 12/31/09 |
| 12/31/10 |
| 12/31/11 |
| 12/31/12 |
|
U-Store-It Trust |
| 100.00 |
| 128.39 |
| 132.66 |
| 63.23 |
| 32.90 |
| 55.53 |
| |||||||||||||
CubeSmart |
| 100.00 |
| 52.03 |
| 87.82 |
| 115.84 |
| 133.17 |
| 188.85 |
| |||||||||||||
S&P 500 |
| 100.00 |
| 104.91 |
| 121.48 |
| 128.16 |
| 80.74 |
| 102.11 |
|
| 100.00 |
| 63.00 |
| 79.68 |
| 91.68 |
| 93.61 |
| 108.59 |
|
Russell 2000 |
| 100.00 |
| 104.55 |
| 123.76 |
| 121.82 |
| 80.66 |
| 102.58 |
|
| 100.00 |
| 66.21 |
| 84.20 |
| 106.82 |
| 102.36 |
| 119.09 |
|
NAREIT All Equity REIT Index |
| 100.00 |
| 112.16 |
| 151.49 |
| 127.72 |
| 79.53 |
| 101.79 |
|
| 100.00 |
| 62.27 |
| 79.70 |
| 101.98 |
| 110.42 |
| 132.18 |
|
The following table provides information aboutThere were no repurchases of the Parent Company’s common shares during the three-month period ended December 31, 2009:
|
| Total Number of |
| Average Price Paid |
| Total Number of |
| Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
October |
| 139 |
| 6.15 |
| N/A |
| 3,000,000 |
|
November |
| N/A |
| N/A |
| N/A |
| 3,000,000 |
|
December |
| 543 |
| 7.21 |
| N/A |
| 3,000,000 |
|
|
|
|
|
|
|
|
|
|
|
Total |
| 682 |
|
|
| N/A |
| 3,000,000 |
|
(1) Represents shares of common stock withheld by the Company upon the vesting of restricted shares to cover employee tax obligations.2012.
(2) On June 27, 2007, the Company announced that the Board of Trustees approved a share repurchase program for up to 3.0 million of the 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. For the three-month period ended December 31, 2009, the Company made no repurchases under this program.
ITEM 6. SELECTED FINANCIAL DATA
CUBESMART
The following table sets forth selected financial and operating data on a historical consolidated basis for the Parent Company. The selected historical financial information for the five-year period ended December 31, 20092012 was derived from the Parent Company’s financial statements.statements, which have been audited by KPMG LLP.
The following data should be read in conjunction with the audited financial statements and notes thereto of the Parent Company and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.
|
| For the year ended December 31, |
|
| For the year ended December 31, |
| ||||||||||||||||||||||||||
|
| 2009 |
| 2008 |
| 2007 |
| 2006 |
| 2005 |
|
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| 2008 |
| ||||||||||
|
| (Dollars and shares in thousands, except per share data) |
|
| (Dollars and shares in thousands, except per share data) |
| ||||||||||||||||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Rental income |
| $ | 200,630 |
| $ | 208,439 |
| $ | 192,275 |
| $ | 177,098 |
| $ | 123,579 |
|
| $ | 250,959 |
| $ | 202,762 |
| $ | 179,748 |
| $ | 178,669 |
| $ | 185,426 |
|
Other property related income |
| 16,659 |
| 15,700 |
| 15,329 |
| 13,484 |
| 9,063 |
|
| 27,776 |
| 20,715 |
| 17,114 |
| 14,659 |
| 13,708 |
| ||||||||||
Other - related party |
| — |
| — |
| 365 |
| 457 |
| 405 |
| |||||||||||||||||||||
Property management fee income |
| 4,341 |
| 3,768 |
| 2,829 |
| 56 |
| — |
| |||||||||||||||||||||
Total revenues |
| 217,289 |
| 224,139 |
| 207,969 |
| 191,039 |
| 133,047 |
|
| 283,076 |
| 227,245 |
| 199,691 |
| 193,384 |
| 199,134 |
| ||||||||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 93,945 |
| 95,156 |
| 88,628 |
| 77,883 |
| 50,170 |
|
| 110,821 |
| 94,630 |
| 85,779 |
| 83,968 |
| 84,716 |
| ||||||||||
Property operating expenses - related party |
| — |
| — |
| 59 |
| 69 |
| 43 |
| |||||||||||||||||||||
Depreciation and amortization |
| 70,832 |
| 73,751 |
| 64,672 |
| 59,334 |
| 37,200 |
|
| 113,874 |
| 65,955 |
| 58,876 |
| 63,825 |
| 66,924 |
| ||||||||||
Asset write-off |
| — |
| — |
| — |
| 305 |
| — |
| |||||||||||||||||||||
Lease abandonment |
| — |
| — |
| 1,316 |
| — |
| — |
| |||||||||||||||||||||
General and administrative |
| 22,569 |
| 24,964 |
| 21,966 |
| 21,675 |
| 17,786 |
|
| 26,131 |
| 24,693 |
| 25,406 |
| 22,569 |
| 24,964 |
| ||||||||||
General and administrative - related party |
| — |
| — |
| 337 |
| 613 |
| 736 |
| |||||||||||||||||||||
Total operating expenses |
| 187,346 |
| 193,871 |
| 176,978 |
| 159,879 |
| 105,935 |
|
| 250,826 |
| 185,278 |
| 170,061 |
| 170,362 |
| 176,604 |
| ||||||||||
OPERATING INCOME |
| 29,943 |
| 30,268 |
| 30,991 |
| 31,160 |
| 27,112 |
|
| 32,250 |
| 41,967 |
| 29,630 |
| 23,022 |
| 22,530 |
| ||||||||||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
| (45,269 | ) | (52,014 | ) | (54,108 | ) | (45,628 | ) | (31,907 | ) |
| (40,715 | ) | (33,199 | ) | (37,794 | ) | (45,269 | ) | (52,014 | ) | ||||||||||
Loan procurement amortization expense |
| (2,339 | ) | (1,929 | ) | (1,772 | ) | (1,972 | ) | (2,045 | ) |
| (3,279 | ) | (5,028 | ) | (6,463 | ) | (2,339 | ) | (1,929 | ) | ||||||||||
Early extinguishment of debt |
| — |
| — |
| — |
| (1,907 | ) | (93 | ) | |||||||||||||||||||||
Interest income |
| 681 |
| 153 |
| 401 |
| 1,336 |
| 2,404 |
| |||||||||||||||||||||
Loan procurement amortization expense - early repayment of debt |
| — |
| (8,167 | ) | — |
| — |
| — |
| |||||||||||||||||||||
Acquisition related costs |
| (3,086 | ) | (3,823 | ) | (759 | ) | — |
| — |
| |||||||||||||||||||||
Equity in losses of real estate ventures |
| (745 | ) | (281 | ) | — |
| — |
| — |
| |||||||||||||||||||||
Gain from remeasurement of investment in real estate venture |
| 7,023 |
| — |
| — |
| — |
| — |
| |||||||||||||||||||||
Other |
| (33 | ) | 94 |
| 118 |
| 191 |
| (47 | ) |
| 256 |
| (83 | ) | 386 |
| 648 |
| 247 |
| ||||||||||
Total other expense |
| (46,960 | ) | (53,696 | ) | (55,361 | ) | (47,980 | ) | (31,688 | ) |
| (40,546 | ) | (50,581 | ) | (44,630 | ) | (46,960 | ) | (53,696 | ) | ||||||||||
LOSS FROM CONTINUING OPERATIONS |
| (17,017 | ) | (23,428 | ) | (24,370 | ) | (16,820 | ) | (4,576 | ) |
| (8,296 | ) | (8,614 | ) | (15,000 | ) | (23,938 | ) | (31,166 | ) | ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from discontinued operations |
| 2,546 |
| 6,810 |
| 7,606 |
| 7,496 |
| 6,078 |
|
| 2,113 |
| 7,158 |
| 7,155 |
| 9,467 |
| 14,548 |
| ||||||||||
Net gain on disposition of discontinued operations |
| 14,139 |
| 19,720 |
| 2,517 |
| — |
| 179 |
|
| 9,811 |
| 3,903 |
| 1,826 |
| 14,139 |
| 19,720 |
| ||||||||||
Total discontinued operations |
| 16,685 |
| 26,530 |
| 10,123 |
| 7,496 |
| 6,257 |
|
| 11,924 |
| 11,061 |
| 8,981 |
| 23,606 |
| 34,268 |
| ||||||||||
NET INCOME (LOSS) |
| (332 | ) | 3,102 |
| (14,247 | ) | (9,324 | ) | 1,681 |
|
| 3,628 |
| 2,447 |
| (6,019 | ) | (332 | ) | 3,102 |
| ||||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Noncontrolling interests in the Operating Partnership |
| 60 |
| (310 | ) | 1,170 |
| 773 |
| (113 | ) |
| 107 |
| (35 | ) | 381 |
| 60 |
| (310 | ) | ||||||||||
Noncontrolling interest in subsidiaries |
| (665 | ) | — |
| — |
| — |
| — |
|
| (1,918 | ) | (2,810 | ) | (1,755 | ) | (665 | ) | — |
| ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
|
| 1,817 |
| (398 | ) | (7,393 | ) | (937 | ) | 2,792 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Distribution to Preferred Shares |
| (6,008 | ) | (1,218 | ) | — |
| — |
| — |
| |||||||||||||||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS OF THE COMPANY |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
| ||||||||||||||||
Basic and diluted loss per share from continuing operations attributable to common shareholders |
| $ | (0.24 | ) | $ | (0.37 | ) | $ | (0.67 | ) | $ | (0.60 | ) | $ | (0.58 | ) |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) | $ | (0.32 | ) | $ | (0.50 | ) |
Basic and diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.42 |
| $ | 0.45 |
| $ | 0.45 |
| $ | 0.62 |
|
| $ | 0.10 |
| $ | 0.10 |
| $ | 0.09 |
| $ | 0.31 |
| $ | 0.55 |
|
Basic and diluted earnings (loss) per share attributable to common shareholders |
| $ | (0.01 | ) | $ | 0.05 |
| $ | (0.22 | ) | $ | (0.15 | ) | $ | 0.04 |
| ||||||||||||||||
Basic and diluted (loss) earnings per share attributable to common shareholders |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) | $ | 0.05 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Weighted-average basic and diluted shares outstanding (1) |
| 70,988 |
| 57,621 |
| 57,497 |
| 57,287 |
| 42,120 |
|
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| 57,621 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Loss from continuing operations |
| $ | (16,754 | ) | $ | (21,589 | ) | $ | (38,787 | ) | $ | (34,474 | ) | $ | (24,455 | ) |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) | $ | (22,631 | ) | $ | (28,663 | ) |
Total discontinued operations |
| 15,817 |
| 24,381 |
| 25,710 |
| 25,923 |
| 26,023 |
|
| 11,638 |
| 10,552 |
| 8,514 |
| 21,694 |
| 31,455 |
| ||||||||||
Net income (loss) |
| $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) | $ | (8,551 | ) | $ | 1,568 |
| ||||||||||||||||
Net (loss) income |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
|
|
| At December 31, |
|
| At December 31, |
| ||||||||||||||||||||||||||
|
| 2009 |
| 2008 |
| 2007 |
| 2006 |
| 2005 |
|
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| 2008 |
| ||||||||||
|
| (in thousands, except per share data) |
| |||||||||||||||||||||||||||||
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Balance Sheet Data (in thousands): |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Storage facilities, net |
| $ | 1,430,533 |
| $ | 1,559,958 |
| $ | 1,647,118 |
| $ | 1,566,815 |
| $ | 1,246,295 |
|
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 1,428,491 |
| $ | 1,430,533 |
| $ | 1,559,958 |
|
Total assets |
| 1,598,870 |
| 1,597,659 |
| 1,687,831 |
| 1,615,339 |
| 1,476,321 |
|
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| ||||||||||
Unsecured senior notes |
| 250,000 |
| — |
| — |
| — |
| — |
| |||||||||||||||||||||
Revolving credit facility |
| — |
| 172,000 |
| 219,000 |
| 90,500 |
| — |
|
| 45,000 |
| — |
| 43,000 |
| — |
| 172,000 |
| ||||||||||
Unsecured term loan |
| — |
| 200,000 |
| 200,000 |
| 200,000 |
| — |
|
| 500,000 |
| 400,000 |
| 200,000 |
| — |
| 200,000 |
| ||||||||||
Secured term loan |
| 200,000 |
| 57,419 |
| 47,444 |
| — |
| — |
|
| — |
| — |
| — |
| 200,000 |
| 57,419 |
| ||||||||||
Mortgage loans and notes payable |
| 569,026 |
| 548,085 |
| 561,057 |
| 588,930 |
| 669,282 |
|
| 228,759 |
| 358,441 |
| 372,457 |
| 569,026 |
| 548,085 |
| ||||||||||
Total liabilities |
| 814,146 |
| 1,028,705 |
| 1,083,230 |
| 930,948 |
| 714,157 |
|
| 1,112,420 |
| 830,925 |
| 668,266 |
| 814,146 |
| 1,028,705 |
| ||||||||||
Noncontrolling interest in the Operating Partnership |
| 45,394 |
| 46,026 |
| 48,982 |
| 107,606 |
| 108,313 |
|
| 47,990 |
| 49,732 |
| 45,145 |
| 45,394 |
| 46,026 |
| ||||||||||
U-Store-It Trust shareholders’ equity |
| 695,309 |
| 522,928 |
| 555,619 |
| 576,785 |
| 653,851 |
| |||||||||||||||||||||
CubeSmart shareholders’ equity |
| 989,791 |
| 955,913 |
| 724,216 |
| 695,309 |
| 522,928 |
| |||||||||||||||||||||
Noncontrolling interests in subsidiaries |
| 44,021 |
| — |
| — |
| — |
| — |
|
| 118 |
| 39,409 |
| 41,192 |
| 44,021 |
| — |
| ||||||||||
Total liabilities and equity |
| 1,598,870 |
| 1,597,659 |
| 1,687,831 |
| 1,615,339 |
| 1,476,321 |
|
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Number of facilities |
| 367 |
| 387 |
| 409 |
| 399 |
| 339 |
|
| 381 |
| 370 |
| 363 |
| 367 |
| 387 |
| ||||||||||
Total rentable square feet |
| 23,749 |
| 24,973 |
| 26,119 |
| 25,436 |
| 20,828 |
| |||||||||||||||||||||
Total rentable square feet (in thousands) |
| 25,485 |
| 24,420 |
| 23,635 |
| 23,749 |
| 24,973 |
| |||||||||||||||||||||
Occupancy percentage |
| 75.2 | % | 78.9 | % | 79.5 | % | 78.2 | % | 81.2 | % |
| 84.4 | % | 78.4 | % | 76.3 | % | 75.2 | % | 78.9 | % | ||||||||||
Cash dividends declared per share (2) |
| $ | 0.100 |
| $ | 0.565 |
| $ | 1.05 |
| $ | 1.16 |
| $ | 1.13 |
|
| $ | 0.350 |
| $ | 0.290 |
| $ | 0.145 |
| $ | 0.100 |
| $ | 0.565 |
|
(1) Excludes 5,198,855 operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnership units have been excluded from the earnings per share calculations as there would be no effect on the earnings per share since, upon conversion, the noncontrollingrelated income or loss is presented in Noncontrolling interests in the Operating Partnership’s share of income would also be added back to net income (loss).Partnership.
(2) The Company announced full quarterly dividends of $0.28 per common share on March 2, 2005, May 31, 2005 and August 24, 2005; dividends of $0.29 per common share on December 1, 2005, February 22, 2006, April 24, 2006, August 23, 2006, November 3, 2006, February 21, 2007, May 8, 2007, and August 14, 2007; dividends of $0.18$0.180 per common share on December 13, 2007, February 27, 2008, May 7, 2008, and August 6, 2008; and dividends of $0.025 per common share on December 11, 2008, January 22, 2009, April 22, 2009, July 22, 2009, October 22, 2009, and December 5, 2009.2009, February 24, 2010, June 2, 2010, and August 4, 2010; dividends of $0.070 per common share on December 14, 2010, February 29, 2011, June 1, 2011, and August 3, 2011; dividends of $0.080 and $0.393 per common and preferred shares, respectively, on December 8, 2011; dividends of $0.080 and $0.484 per common and preferred shares, respectively, on February 21, 2012, May 30, 2012 and August 1, 2012, and dividends of $0.110 and $0.484 per common and preferred shares, respectively, on December 10, 2012.
CUBESMART, L.P.
The following table sets forth selected financial and operating data on a historical consolidated basis for the Operating Partnership. The selected financial data for the periods ended December 31, 2012, 2011, 2010, 2009 and 2008 have been derived from the historical consolidated financial statements of CubeSmart, L.P. and subsidiaries, which have been audited by KPMG LLP.
The following data should be read in conjunction with the audited financial statements and notes thereto of the operating Partnership and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.
|
| For the year ended December 31, |
| |||||||||||||
|
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| 2008 |
| |||||
|
| (Dollars and shares in thousands, except per unit data) |
| |||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
| |||||
Rental income |
| $ | 250,959 |
| $ | 202,762 |
| $ | 179,748 |
| $ | 178,669 |
| $ | 185,426 |
|
Other property related income |
| 27,776 |
| 20,715 |
| 17,114 |
| 14,659 |
| 13,708 |
| |||||
Property management fee income |
| 4,341 |
| 3,768 |
| 2,829 |
| 56 |
| — |
| |||||
Total revenues |
| 283,076 |
| 227,245 |
| 199,691 |
| 193,384 |
| 199,134 |
| |||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
| |||||
Property operating expenses |
| 110,821 |
| 94,630 |
| 85,779 |
| 83,968 |
| 84,716 |
| |||||
Depreciation and amortization |
| 113,874 |
| 65,955 |
| 58,876 |
| 63,825 |
| 66,924 |
| |||||
General and administrative |
| 26,131 |
| 24,693 |
| 25,406 |
| 22,569 |
| 24,964 |
| |||||
Total operating expenses |
| 250,826 |
| 185,278 |
| 170,061 |
| 170,362 |
| 176,604 |
| |||||
OPERATING INCOME |
| 32,250 |
| 41,967 |
| 29,630 |
| 23,022 |
| 22,530 |
| |||||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest: |
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense on loans |
| (40,715 | ) | (33,199 | ) | (37,794 | ) | (45,269 | ) | (52,014 | ) | |||||
Loan procurement amortization expense |
| (3,279 | ) | (5,028 | ) | (6,463 | ) | (2,339 | ) | (1,929 | ) | |||||
Loan procurement amortization expense - early repayment of debt |
| — |
| (8,167 | ) | — |
| — |
| — |
| |||||
Acquisition related costs |
| (3,086 | ) | (3,823 | ) | (759 | ) | — |
| — |
| |||||
Equity in losses of real estate ventures |
| (745 | ) | (281 | ) | — |
| — |
| — |
| |||||
Gain from remeasurement of investment in real estate venture |
| 7,023 |
| — |
| — |
| — |
| — |
| |||||
Other |
| 256 |
| (83 | ) | 386 |
| 648 |
| 247 |
| |||||
Total other expense |
| (40,546 | ) | (50,581 | ) | (44,630 | ) | (46,960 | ) | (53,696 | ) | |||||
LOSS FROM CONTINUING OPERATIONS |
| (8,296 | ) | (8,614 | ) | (15,000 | ) | (23,938 | ) | (31,166 | ) | |||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
| |||||
Income from discontinued operations |
| 2,113 |
| 7,158 |
| 7,155 |
| 9,467 |
| 14,548 |
| |||||
Net gain on disposition of discontinued operations |
| 9,811 |
| 3,903 |
| 1,826 |
| 14,139 |
| 19,720 |
| |||||
Total discontinued operations |
| 11,924 |
| 11,061 |
| 8,981 |
| 23,606 |
| 34,268 |
| |||||
NET INCOME (LOSS) |
| 3,628 |
| 2,447 |
| (6,019 | ) | (332 | ) | 3,102 |
| |||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
| |||||
Noncontrolling interest in subsidiaries |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | (665 | ) | — |
| |||||
NET (LOSS) INCOME ATTRIBUTABLE TO CUBESMART L.P. |
| 1,710 |
| (363 | ) | (7,774 | ) | (997 | ) | 3,102 |
| |||||
Limited Partnership interest of third parties |
| 107 |
| (35 | ) | 381 |
| 60 |
| (310 | ) | |||||
NET (LOSS) INCOME ATTRIBUTABLE TO OPERATING PARTNER |
| 1,817 |
| (398 | ) | (7,393 | ) | (937 | ) | 2,792 |
| |||||
Distribution to Preferred Shares |
| (6,008 | ) | (1,218 | ) | — |
| — |
| — |
| |||||
NET(LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
|
Basic and diluted loss per unit from continuing operations attributable to common unitholders |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) | $ | (0.32 | ) | $ | (0.50 | ) |
Basic and diluted earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.10 |
| $ | 0.10 |
| $ | 0.09 |
| $ | 0.31 |
| $ | 0.55 |
|
Basic and diluted (loss) earnings per unit attributable to common unitholders |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) | $ | (0.01 | ) | $ | 0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Weighted-average basic and diluted units outstanding (1) |
| 124,548 |
| 102,976 |
| 93,998 |
| 70,988 |
| 57,621 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: |
|
|
|
|
|
|
|
|
|
|
| |||||
Loss from continuing operations |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) | $ | (22,631 | ) | $ | (28,663 | ) |
Total discontinued operations |
| 11,638 |
| 10,552 |
| 8,514 |
| 21,694 |
| 31,455 |
| |||||
Net (loss) income |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) | $ | (937 | ) | $ | 2,792 |
|
|
| At December 31, |
| |||||||||||||
|
| 2012 |
| 2011 |
| 2010 |
| 2009 |
| 2008 |
| |||||
Balance Sheet Data (in thousands): |
|
|
|
|
|
|
|
|
|
|
| |||||
Storage facilities, net |
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 1,428,491 |
| $ | 1,430,533 |
| $ | 1,559,958 |
|
Total assets |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| |||||
Unsecured senior notes |
| 250,000 |
| — |
| — |
| — |
| — |
| |||||
Revolving credit facility |
| 45,000 |
| — |
| 43,000 |
| — |
| 172,000 |
| |||||
Unsecured term loan |
| 500,000 |
| 400,000 |
| 200,000 |
| — |
| 200,000 |
| |||||
Secured term loan |
| — |
| — |
| — |
| 200,000 |
| 57,419 |
| |||||
Mortgage loans and notes payable |
| 228,759 |
| 358,441 |
| 372,457 |
| 569,026 |
| 548,085 |
| |||||
Total liabilities |
| 1,112,420 |
| 830,925 |
| 668,266 |
| 814,146 |
| 1,028,705 |
| |||||
Limited Partnership interest of third parties |
| 47,990 |
| 49,732 |
| 45,145 |
| 45,394 |
| 46,026 |
| |||||
CubeSmart L.P. Capital |
| 989,791 |
| 955,913 |
| 724,216 |
| 695,309 |
| 522,928 |
| |||||
Noncontrolling interests in subsidiaries |
| 118 |
| 39,409 |
| 41,192 |
| 44,021 |
| — |
| |||||
Total liabilities and capital |
| 2,150,319 |
| 1,875,979 |
| 1,478,819 |
| 1,598,870 |
| 1,597,659 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other Data: |
|
|
|
|
|
|
|
|
|
|
| |||||
Number of facilities |
| 381 |
| 370 |
| 363 |
| 367 |
| 387 |
| |||||
Total rentable square feet (in thousands) |
| 25,485 |
| 24,420 |
| 23,635 |
| 23,749 |
| 24,973 |
| |||||
Occupancy percentage |
| 84.4 | % | 78.4 | % | 76.3 | % | 75.2 | % | 78.9 | % | |||||
Cash dividends declared per unit (2) |
| $ | 0.350 |
| $ | 0.290 |
| $ | 0.145 |
| $ | 0.100 |
| $ | 0.565 |
|
(1)Excludes operating partnership units issued at our IPO and in connection with the acquisition of facilities subsequent to our IPO. Operating partnership units have been excluded from the earnings per share calculations as the related income or loss is presented in Limited Partnership interest of third parties.
36(2)The Company announced full quarterly dividends of $0.180 per common unit on December 13, 2007, February 27, 2008, May 7, 2008, and August 6, 2008; dividends of $0.025 per common unit on December 11, 2008, January 22, 2009, April 22, 2009, July 22, 2009, October 22, 2009, December 5, 2009, February 24, 2010, June 2, 2010, and August 4, 2010; dividends of $0.070 per common unit on December 14, 2010, February 29, 2011, June 1, 2011, and August 3, 2011; dividends of $0.080 and $0.393 per common and preferred units, respectively, on December 8, 2011; dividends of $0.080 and $0.484 per common and preferred units, respectively, on February 21, 2012, May 30, 2012 and August 1, 2012, and dividends of $0.110 and $0.484 per common and preferred units, respectively, on December 10, 2012.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. The Company makes certain statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this report entitled “Risk Factors.”
Overview
The Company is an integrated self-storage real estate company, which means that it hasand as such we have in-house capabilities in the operation, design, development, leasing, management and acquisition of self-storage facilities. The Parent Company’s operations are conducted solely through the Operating Partnership and its subsidiaries. Effective September 14, 2011, the Parent Company changed its name from “U-Store-It Trust” to “CubeSmart” and the Operating Partnership changed its name from “U-Store-It, L.P.” to “CubeSmart, L.P.” The Parent Company has elected to be taxed as a REIT for U.S. federal income tax purposes. AtAs of December 31, 20092012 and 2008,December 31, 2011, the Company owned 367381 and 387370 self-storage facilities, respectively, totaling approximately 23.7 million and 25.025.5 million rentable square feet and 24.4 million rentable square feet, respectively. As of December 31, 2012 the Company owned facilities in the District of Columbia and the following 22 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Utah, Virginia and Wisconsin. In addition, as of December 31, 2012, the Company managed 133 properties for third parties bringing the total number of properties we owned and/or managed to 514. As of December 31, 2012 we managed facilities in the following 27 states: Alabama, Arizona, Arkansas , California, Colorado, Connecticut, Florida, Georgia, Illinois, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia.
The Company derives revenues principally from rents received from its customers who rent unitscubes at its self-storage facilities under month-to-month leases. Therefore, our operating results depend materially on our ability to retain our existing customers and lease our available self-storage unitscubes 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. We believe that ourhave a decentralized approach to the management and operation of our facilities, which places an emphasis on local, market level oversight and control,control. We believe this approach allows us to respond quickly and effectively to changes in local market conditions, where appropriate increasing rents while maintainingand to maximize revenues by managing rental rates and occupancy levels, or increasing occupancy levels while maintaining pricing levels.
The Company typically experiences seasonal fluctuations in the occupancy levels of our facilities, which are generally slightly higher during the summer months due to increased moving activity.
The United States has recently experiencedcontinues to recover from an economic downturn that has resulted in higher unemployment, stagnant employment growth, shrinking demand for products, large-scale business failures and tight credit markets. 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. A continuation of — or slow recovery from — ongoing adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs, and other matters could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability.
In the future, the Company intends to focus on increasing ourmaximizing internal growth opportunities and selectively pursuing targeted acquisitions and developments of self-storage facilities. We intend to incur additional debt in connection with any such future acquisitions or developments.
The Company has one reportable operating segment: we own, operate, develop, manage and acquire self-storage facilities.
The Company’s self-storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents a significant concentration of our revenues. The facilities in New York, Florida, California, Texas and IllinoisTexas provided approximately 18%16%, 15%, 10% and 7%10%, respectively, of total revenues for the year ended December 31, 2009.
Table of Contents2012.
Summary of Critical Accounting Policies and Estimates
Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements included in this report.Annual Report on Form 10-K. 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 notes to our consolidated financial statements (See Note 2 to the consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.
Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated.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 FASBFinancial Accounting Standards Board (“FASB”) on the consolidation of variable interest entities.VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance which determinesto 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 nor substantive participating rights.cause.
For analytical presentation, all percentages are calculated using the numbers presented in the financial statements contained in this Annual Report on Form 10-K.
Self-Storage Facilities
The Company records self-storage facilities at cost less accumulated depreciation. Depreciation on the buildings and equipment is recorded on a straight-line basis over their estimated useful lives, which range from five to 40 years. Expenditures for significant renovations or improvements that extend the useful life of assets are capitalized. Repairs and maintenance costs are expensed as incurred. During 2009, 2008 and 2007, approximately $0.1 million, $0.5 million and $0.4 million of expense was incurred in conjunction with property related damage as a result of insured events such as fires, floods and hurricanes.
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities, which may includeliabilities. The Company allocated a portion of the purchase price to an intangible asset attributed to the value of in-place leases, above or below market lease intangibles, and tenant relationships.leases. This intangible is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent. The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisition of 14 self-storage facilities during the third quarter of 2007. Subsequently, during the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility. This asset represents the value of in-place leases at the time of acquisition.
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 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 property’s basis is recoverable. If a property’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during 2009, 2008 and 2007.
The Company considers long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
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. In most transactions, these contingencies are not satisfied until the actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances. Properties classified as held for sale are reported asat the lesser of carrying value or fair value less estimated costs to sell.
Revenue Recognition
Management has determined that all our leases with tenants are operating leases. Rental income is recognized in accordance with the terms of the lease agreements or contracts, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred revenue, and contractually due but unpaid rents are included in other assets.
The Company recognizes gains on disposition of properties only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance.
Share Based Payments
We apply the fair value method of accounting for contingently issued shares and share options issued under our equity incentive plans. Accordingly, share compensation expense was recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has elected to recognize compensation expense on a straight-line method over the requisite service period.
Noncontrolling Interests
Noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. NoncontrollingIn accordance with authoritative guidance issued on noncontrolling interests in consolidated financial statements, such noncontrolling interests are reported on the consolidated balance sheets within equity,equity/capital, separately from the Parent Company’s equity.equity/capital. The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption value. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Parent Company and noncontrolling interests. Presentation of consolidated equityequity/capital activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity,equity/capital, noncontrolling interests and total equity. The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable.equity/capital.
Investments in Unconsolidated Real Estate Ventures
The Company accounts for its investments in unconsolidated real estate ventures under the equity method of accounting. Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as investments in real estate entities, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions and impairments. On a periodic basis, management also assesses whether there are any indicators that the fair 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.
Income Taxes
The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004. In management’s opinion, the requirements to maintain these elections are being met. Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.
Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes.
The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, and (b) 95% of the Company’s net capital gaingains and c) 100% of prior year taxable income exceeds cash distributions and certain taxes paid by the Company.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative GAAP recognized byIn June 2011, the FASB issued an amendment to be applied by nongovernmentalthe accounting standard for the presentation of comprehensive income. The amendment requires entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the amendment requires entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the preparationstatement(s) where the components of financial statements issuednet income and the components of other comprehensive income are presented. This amendment became effective for fiscal years and interim and annual periods endingbeginning after SeptemberDecember 15, 2009.2011. The Codification has changedCompany’s adoption of the manner in which GAAP guidance is referenced, butnew standard as of January 1, 2012 did not have a material impact on its consolidated financial position or results of operations as the amendment related only to changes in financial statement presentation.
In May 2011, the FASB issued an update to the accounting standard for measuring and disclosing fair value. The update modifies the wording used to describe the requirements for fair value measuring and for disclosing information about fair value measurements to improve consistency between U.S. GAAP and International Financial Reporting Standards (“IFRS”). This update is effective for the annual and interim periods beginning after December 15, 2011. The adoption of this guidance in 2012 did not have a material impact on our consolidated financial position or results of operations or cash flows.as its impact was limited to disclosure requirements.
The FASB issued authoritative guidance on accounting for transfers of financial assetsin June 2009, which we will adopt on a prospective basis beginning January 1, 2010. The guidance requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. The application will not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on how a company determines when an entity should be consolidated in June 2009, which we will adopt on a prospective basis beginning January 1, 2010. The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. It also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The application will not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on determining whether instruments granted in share-based payment transactions are participating securities in June 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement)in May 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance requires that instruments within its scope be separated into their liability and equity components atinitial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding the hierarchy of generally accepted accounting principles in May 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance states that the GAAP hierarchy will now
reside in the accounting literature established by the FASB. The guidance identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding disclosures about derivative instruments and hedging activities in March 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under previous guidance and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding business combinationsin December 2007, which we adopted on a prospective basis beginning January 1, 2009. The guidance establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements. Under this guidance, all costs incurred to effect an acquisition will be recognized separately from the acquisition. Also, restructuring costs that are expected but the acquirer is not obligated to incur will be recognized separately from the acquisition. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding noncontrolling interests in consolidated Financial Statements in December 2007, which we adopted on a prospective basis beginning January 1, 2009. The guidance requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. The application impacted certain financial statement footnote disclosures but did not affect our consolidated financial position, results of operations or cash flows.
Results of Operations
The following discussion of our results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto. Historical results set forth in the consolidated statements of operations reflect only the existing facilities and should not be taken as indicative of future operations.
Comparison of Operating Results for the Years Ended December 31, 2009 and 2008
Acquisition and Development Activities
The Company’s results of operations are affected by the acquisition activity in 2008 as listed below. At December 31, 2009 and 2008, the Company owned 367 and 387 self-storage facilities and related assets, respectively.
·In 2009, 20 self-storage facilities were sold for approximately $90.9 million (the “2009 Dispositions”).
·In 2008, one self-storage facility was acquired for approximately $13.3 million (the “2008 Acquisition”).
·In 2008, 23 self-storage facilities were sold for approximately $62.0 million (the “2008 Dispositions”).
Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008 (dollars in thousands)
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| Same Store Property Portfolio |
| Properties |
| Other/ |
| Total Portfolio |
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| Increase/ |
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| Increase/ |
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| 2009 |
| 2008 |
| (Decrease) |
| Change |
| 2009 |
| 2008 |
| 2009 |
| 2008 |
| 2009 |
| 2008 |
| (Decrease) |
| Change |
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REVENUES: |
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Rental income |
| $ | 196,383 |
| $ | 204,898 |
| $ | (8,515 | ) | -4 | % | $ | 4,247 |
| $ | 3,541 |
| $ | — |
| $ | — |
| $ | 200,630 |
| $ | 208,439 |
| $ | (7,809 | ) | -4 | % |
Other property related income |
| 15,935 |
| 15,343 |
| 592 |
| 4 | % | 724 |
| 357 |
| — |
| — |
| 16,659 |
| 15,700 |
| 959 |
| 6 | % | ||||||||||
Total revenues |
| 212,318 |
| 220,241 |
| (7,923 | ) | -4 | % | 4,971 |
| 3,898 |
| — |
| — |
| 217,289 |
| 224,139 |
| (6,850 | ) | -3 | % | ||||||||||
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OPERATING EXPENSES: |
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Property operating expenses |
| 83,997 |
| 85,109 |
| (1,112 | ) | -1 | % | 2,405 |
| 2,064 |
| 7,543 |
| 7,983 |
| 93,945 |
| 95,156 |
| (1,211 | ) | -1 | % | ||||||||||
NET OPERATING INCOME: |
| 128,321 |
| 135,132 |
| (6,811 | ) | -5 | % | 2,566 |
| 1,834 |
| (7,543 | ) | (7,983 | ) | 123,344 |
| 128,983 |
| (5,639 | ) | -4 | % | ||||||||||
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Depreciation and amortization |
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| 70,832 |
| 73,751 |
| (2,919 | ) | -4 | % | ||||||||||
General and administrative |
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| 22,569 |
| 24,964 |
| (2,395 | ) | -10 | % | ||||||||||
Subtotal |
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| 93,401 |
| 98,715 |
| (5,314 | ) | -5 | % | ||||||||||
Operating income |
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| 29,943 |
| 30,268 |
| (325 | ) | -1 | % | ||||||||||
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Other Income (Expense): |
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Interest: |
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Interest expense on loans |
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|
| (45,269 | ) | (52,014 | ) | 6,745 |
| -13 | % | ||||||||||
Loan procurement amortization expense |
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|
| (2,339 | ) | (1,929 | ) | (410 | ) | 21 | % | ||||||||||
Interest income |
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| 681 |
| 153 |
| 528 |
| 345 | % | ||||||||||
Other |
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| (33 | ) | 94 |
| (127 | ) | -135 | % | ||||||||||
Total other expense |
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| (46,960 | ) | (53,696 | ) | 6,736 |
| -13 | % | ||||||||||
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LOSS FROM CONTINUING OPERATIONS |
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| (17,017 | ) | (23,428 | ) | 6,411 |
| -27 | % | ||||||||||
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DISCONTINUED OPERATIONS |
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Income from discontinued operations |
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| 2,546 |
| 6,810 |
| (4,264 | ) | -63 | % | ||||||||||
Net gain on disposition of discontinued operations |
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| 14,139 |
| 19,720 |
| (5,581 | ) | -28 | % | ||||||||||
Total discontinued operations |
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| 16,685 |
| 26,530 |
| (9,845 | ) | -37 | % | ||||||||||
NET INCOME (LOSS) |
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| (332 | ) | 3,102 |
| $ | (3,434 | ) | -111 | % | |||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO |
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NONCONTROLLING INTERESTS |
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Noncontrolling interests in the Operating Partnership |
|
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|
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| 60 |
| (310 | ) | 370 |
| -119 | % | ||||||||||
Noncontrolling interests in subsidiaries |
|
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|
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|
|
|
|
|
|
|
|
|
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| (665 | ) | — |
| (665 | ) | -100 | % | ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
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|
|
| $ | (937 | ) | $ | 2,792 |
| $ | (3,729 | ) | -134 | % | |||||||
Total Portfolio
Total Revenues
Rental income decreased from $208.4 million in 2008 to $200.6 million in 2009, a decrease of $7.8 million, or 4%. This decrease is primarily attributable to a decrease of rental income from the same-store properties of $8.5 million due to decreased occupancy levels during 2009 as compared to 2008, offset by an increase in rental income of $0.7 million from assets that do not meet the same-store criteria, including management fee revenue from property management services of $0.1 million during 2009 with no comparable income during 2008.
Other property related income increased from $15.7 million in 2008 to $16.7 million in 2009, an increase of $1.0 million, or 6%. This increase is primarily attributable to increased insurance commissions and merchandise sales of $1.0 million across the portfolio of storage facilities during 2009 as compared to 2008.
Total Operating Expenses
Property operating expenses decreased from $95.2 million in 2008 to $93.9 million in 2009, a decrease of $1.3 million, or 1%. This decrease is primarily attributable to a $0.7 million decrease in repairs and maintenance expenses and a $0.7 million decrease in utility expenses during the 2009 period as compared to the 2008.
Depreciation and amortization decreased from $73.8 million in 2008 to $70.8 million in 2009, a decrease of $3.0 million, or 4%. The decrease is primarily attributable to amortization expense of $6.8 million incurred during 2008 related to two in-place lease intangible assets acquired in conjunction with property acquisitions during 2008 and 2007, with no similar
activity during 2009, offset by an increase in depreciation expense during the 2009 period of $3.8 million as compared to the 2008 period related to capital improvements during 2008 and 2009.
General and administrative expenses decreased from $25.0 million in 2008 to $22.6 million in 2009, a decrease of $2.4 million, or 10%. This decrease is primarily attributable to a $0.3 million decrease in travel and lodging expenses during 2009 as compared to 2008, and $2.1 million in severance related costs incurred during the 2008 period that the Company did not incur during the 2009 period.
Total Other Income (Expenses)
Interest expense decreased from $52.0 million in the 2008 period to $45.3 million in the 2009 period, a decrease of $6.7 million, or 13%. The decrease is attributable to lower interest rates on unsecured debt as well as lower outstanding borrowings on the credit facility during the 2009 period as compared to the 2008 period resulting in an overall decrease in interest expense during 2009 as compared to 2008.
Loan procurement amortization expense increased from $1.9 million in the 2008 period to $2.3 million in the 2009 period, an increase of $0.4 million, or 21%. The increase is attributable to additional costs incurred in relation to the secured credit facility and 17 secured financings entered into in 2009.
Interest income increased to $0.7 million in the 2009 period from $0.2 million in the 2008 period. This increase is primarily attributable to interest income earned on proceeds from the secondary offering completed in August 2009.
Discontinued Operations
Gains on disposition of discontinued operations decreased from $19.7 million in the 2008 period to $14.1 million in the 2009 period, a decrease of $5.6 million, as a result of the sale of 23 assets during the 2008 period as compared to 20 asset sales during the 2009 period.
Noncontrolling Interests in Subsidiaries
Noncontrolling interests in subsidiaries decreased $0.7 million during the 2009 period as compared to the 2008 period primarily as a result of activity related to the operations of a joint venture (“HART”), which was formed in August 2009 to own and operate 22 self-storage facilities. The Company retained a 50% ownership interest in HART and accordingly presents 50% of the related results as an adjustment to net income (loss) when arriving at net income (loss) attributable to shareholders.
Same-Store Property Portfolio
The Company considers its same-store portfolio to consist of only those facilities owned and operated on a stabilized basis at the beginning and at the end of the applicable years presented. We consider a property to be stabilized once it has achieved an occupancy rate representative of similar self-storage assets in the respective markets for a full year measured as of the most recent January 1 or has otherwise been placed in-service and has not been significantly damaged by natural disaster or undergone significant renovation. Same-store results are considered to be useful to investors in evaluating our performance because it providesthey provide information relating to changes in facility-level operating performance without taking into account the effects of acquisitions, developments or dispositions.
Same-store revenues decreased from $220.2 million At December 31, 2012, there were 313 same-store properties and 68 non same-store properties, of which 27 were 2011 acquisitions, 37 were 2012 acquisitions and four were properties that were not stabilized, damaged by natural disaster or had undergone significant renovation. For analytical presentation, all percentages are calculated using the numbers presented in the 2008 period to $212.3 millionfinancial statements contained in the 2009 period, a decrease of $7.9 million, or 4%. This decrease is primarily attributable to a decrease in realized rent per occupied square foot of 5.2% during the 2009 period as compared to the 2008 period. Same-store property operating expenses decreased from $85.1 million in 2008 to $84.0 million in 2009, a decrease of $1.1 million, or 1%. The decrease primarily relates to a $0.5 million decrease in repairs and maintenance expenses and a $0.5 million decrease in utility expenses during the 2009 period as compared to the 2008.
Comparison of Operating Results for the Years Ended December 31, 2008 and 2007
Acquisition and Development Activitiesthis Annual Report on Form 10-K.
The comparability of the Company’s results of operations is significantlyare affected by the acquisition and disposition activity in 2008during the 2012, 2011, and 20072010 periods as listeddescribed below. At December 31, 20082012, 2011, and 2007,2010, the Company owned 387381, 370, and 409363 self-storage facilities and related assets, respectively.
· In 2008, one2012, 37 self-storage facility wasfacilities were acquired for approximately $13.3$432.3 million (the “2008 Acquisition”“2012 Acquisitions”).
·In 2008, 23 and 26 self-storage facilities were sold for approximately $62.0$60.0 million (the “2008“2012 Dispositions”).
· In 2007, 172011, 27 self-storage facilities were acquired for approximately $140.5$467.1 million (the “2007“2011 Acquisitions”) and 19 self-storage facilities were sold for approximately $45.2 million (the “2011 Dispositions”).
· In 2007, five2010, 12 self-storage facilities were acquired for approximately $85.1 million (the “2010 Acquisitions”) and 16 self-storage facilities were sold for approximately $19.2$38.1 million (the “2007“2010 Dispositions”).
Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007 (dollars in thousands)
|
| Same Store Property Portfolio |
| Properties |
| Other/ |
| Total Portfolio |
| ||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
|
|
| ||||||||||
|
| 2008 |
| 2007 |
| (Decrease) |
| Change |
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| (Decrease) |
| Change |
| ||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Rental income |
| $ | 194,367 |
| $ | 186,729 |
| $ | 7,638 |
| 4 | % | $ | 14,072 |
| $ | 5,546 |
| $ | — |
| $ | — |
| $ | 208,439 |
| $ | 192,275 |
| $ | 16,164 |
| 8 | % |
Other property related income |
| 14,625 |
| 14,487 |
| 138 |
| 1 | % | 1,075 |
| 842 |
| — |
| — |
| 15,700 |
| 15,329 |
| 371 |
| 2 | % | ||||||||||
Other - related party |
| — |
| — |
| — |
| 0 | % | — |
| 365 |
| — |
| — |
| — |
| 365 |
| (365 | ) | -100 | % | ||||||||||
Total revenues |
| 208,992 |
| 201,216 |
| 7,776 |
| 4 | % | 15,147 |
| 6,753 |
| — |
| — |
| 224,139 |
| 207,969 |
| 16,170 |
| 8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 80,503 |
| 78,697 |
| 1,806 |
| 2 | % | 7,146 |
| 2,733 |
| 7,507 |
| 7,198 |
| 95,156 |
| 88,628 |
| 6,528 |
| 7 | % | ||||||||||
Property operating expenses - related party |
| — |
| — |
| — |
| 0 | % | — |
| — |
| — |
| 59 |
| — |
| 59 |
| (59 | ) | -100 | % | ||||||||||
Subtotal |
| 80,503 |
| 78,697 |
| 1,806 |
| 2 | % | 7,146 |
| 2,733 |
| 7,507 |
| 7,257 |
| 95,156 |
| 88,687 |
| 6,469 |
| 7 | % | ||||||||||
NET OPERATING INCOME: |
| 128,489 |
| 122,519 |
| 5,970 |
| 5 | % | 8,001 |
| 4,020 |
| (7,507 | ) | (7,257 | ) | 128,983 |
| 119,282 |
| 9,701 |
| 8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 73,751 |
| 64,672 |
| 9,079 |
| 14 | % | ||||||||||
Lease abandonment charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| 1,316 |
| (1,316 | ) | -100 | % | ||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 24,964 |
| 21,966 |
| 2,998 |
| 14 | % | ||||||||||
General and administrative- related party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| 337 |
| (337 | ) | -100 | % | ||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 98,715 |
| 88,291 |
| 10,424 |
| 12 | % | ||||||||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 30,268 |
| 30,991 |
| (723 | ) | -2 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (52,014 | ) | (54,108 | ) | 2,094 |
| -4 | % | ||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,929 | ) | (1,772 | ) | (157 | ) | 9 | % | ||||||||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 153 |
| 401 |
| (248 | ) | -62 | % | ||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 94 |
| 118 |
| (24 | ) | -20 | % | ||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (53,696 | ) | (55,361 | ) | 1,665 |
| -3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (23,428 | ) | (24,370 | ) | 942 |
| -4 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6,810 |
| 7,606 |
| (796 | ) | -10 | % | ||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 19,720 |
| 2,517 |
| 17,203 |
| 683 | % | ||||||||||
Total discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 26,530 |
| 10,123 |
| 16,407 |
| 162 | % | ||||||||||
NET INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,102 |
| (14,247 | ) | $ | 17,349 |
| -122 | % | |||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (310 | ) | 1,170 |
| (1,480 | ) | -126 | % | ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,792 |
| $ | (13,077 | ) | $ | 15,869 |
| -121 | % | |||||||
Total PortfolioComparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011 (dollars in thousands)
|
|
|
| Non Same-Store |
| Other/ |
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
| Same-Store Property Portfolio |
| Properties |
| Eliminations |
| Total Portfolio |
| ||||||||||||||||||||||||||
|
|
|
|
|
| Increase/ |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase/ |
| % |
| ||||||||||
|
| 2012 |
| 2011 |
| (Decrease) |
| Change |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| (Decrease) |
| Change |
| ||||||||||
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Rental income |
| $ | 196,556 |
| $ | 191,222 |
| $ | 5,334 |
| 3 | % | $ | 54,403 |
| $ | 11,540 |
| $ | — |
| $ | — |
| $ | 250,959 |
| $ | 202,762 |
| $ | 48,197 |
| 24 | % |
Other property related income |
| 20,331 |
| 17,811 |
| 2,520 |
| 14 | % | 5,473 |
| 1,314 |
| 1,972 |
| 1,590 |
| 27,776 |
| 20,715 |
| 7,061 |
| 34 | % | ||||||||||
Property management fee income |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,341 |
| 3,768 |
| 4,341 |
| 3,768 |
| 573 |
| 15 | % | ||||||||||
Total revenues |
| 216,887 |
| 209,033 |
| 7,854 |
| 4 | % | 59,876 |
| 12,854 |
| 6,313 |
| 5,358 |
| 283,076 |
| 227,245 |
| 55,831 |
| 25 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property operating expenses |
| 77,466 |
| 77,518 |
| (52 | ) | 0 | % | 19,511 |
| 5,090 |
| 13,844 |
| 12,022 |
| 110,821 |
| 94,630 |
| 16,191 |
| 17 | % | ||||||||||
NET OPERATING INCOME: |
| 139,421 |
| 131,515 |
| 7,906 |
| 6 | % | 40,365 |
| 7,764 |
| (7,531 | ) | (6,664 | ) | 172,255 |
| 132,615 |
| 39,640 |
| 30 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Property count |
| 313 |
| 313 |
|
|
|
|
| 68 |
| 57 |
|
|
|
|
| 381 |
| 370 |
|
|
|
|
| ||||||||||
Total square footage |
| 20,681 |
| 20,681 |
|
|
|
|
| 4,804 |
| 3,739 |
|
|
|
|
| 25,485 |
| 24,420 |
|
|
|
|
| ||||||||||
Period End Occupancy (1) |
| 84.6 | % | 79.1 | % |
|
|
|
| 84.2 | % | 75.8 | % |
|
|
|
| 84.4 | % | 78.6 | % |
|
|
|
| ||||||||||
Period Average Occupancy (2) |
| 82.6 | % | 79.2 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Realized annual rent per occupied sq ft (3) |
| $ | 11.51 |
| $ | 11.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 113,874 |
| 65,955 |
| 47,919 |
| 73 | % | ||||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 26,131 |
| 24,693 |
| 1,438 |
| 6 | % | ||||||||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 140,005 |
| 90,648 |
| 49,357 |
| 54 | % | ||||||||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 32,250 |
| 41,967 |
| (9,717 | ) | -23 | % | ||||||||||
|
| �� |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Interest expense on loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (40,715 | ) | (33,199 | ) | (7,516 | ) | -23 | % | ||||||||||
Loan procurement amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3,279 | ) | (5,028 | ) | 1,749 |
| 35 | % | ||||||||||
Loan procurement amortization expense - early repayment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
| (8,167 | ) | 8,167 |
| 100 | % | ||||||||||
Acquisition related costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3,086 | ) | (3,823 | ) | 737 |
| 19 | % | ||||||||||
Equity in losses of real estate ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (745 | ) | (281 | ) | (464 | ) | -165 | % | ||||||||||
Gain from remeasurement of investments in real estate ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7,023 |
| — |
| 7,023 |
| 100 | % | ||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 256 |
| (83 | ) | 339 |
| 408 | % | ||||||||||
Total other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (40,546 | ) | (50,581 | ) | 10,035 |
| 20 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (8,296 | ) | (8,614 | ) | 318 |
| 4 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,113 |
| 7,158 |
| (5,045 | ) | -70 | % | ||||||||||
Net gain on disposition of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,811 |
| 3,903 |
| 5,908 |
| 151 | % | ||||||||||
Total discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11,924 |
| 11,061 |
| 863 |
| 8 | % | ||||||||||
NET INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,628 |
| 2,447 |
| 1,181 |
| 48 | % | ||||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Noncontrolling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 107 |
| (35 | ) | 142 |
| 406 | % | ||||||||||
Noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,918 | ) | (2,810 | ) | 892 |
| 32 | % | ||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
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| $ | 1,817 |
| $ | (398 | ) | $ | 2,215 |
| 557 | % | |||||||
(1)Represents occupancy at December 31 of the respective year.
(2)Represents the weighted average occupancy for the period.
(3)Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Square footage for non same-store assets acquired during 2012 are prorated based on the portion of the period the properties were owned.
Total Revenues
Rental income increased from $192.3$202.8 million in 20072011 to $208.4$251.0 million in 2008,2012, an increase of $16.1 million, or 8.4%.$48.2 million. This increase is primarily attributable to (i)$42.9 million of additional rental income from the 2008 Acquisition of $1.2properties acquired in 2011 and 2012 and an increase in average occupancy on the same-store portfolio due to lowered rates which contributed to the $5.3 million (ii) a full year contribution from the 2007 Acquisitions resulting in additional rental income of $7.5 million, and (iii) an increase in rental income from our pool of same-store facilities of approximately $7.6 million resulting from rate increases and an increase in realized rent per occupied square foot of 3.9% during the 2008 period2012 as compared to the 2007 period.2011.
Other property related income increased from $15.3$20.7 million in 20072011 to $15.7$27.8 million in 2008,2012, an increase of $0.4$7.1 million, or 2.6%34%. This increase is primarily attributable to increased administrative fees acrossfee revenue and insurance commissions of $5.6 million during the portfolio of storage facilities during 2008 as compared to 2007.
Other — related party decreased from $0.4 million in 2007 to $0 in 2008 due to a decrease in third party management fee income pursuant to the termination of the Rising Tide property management agreement in September 2007.
Total Operating Expenses
Property operating expenses, including property operating expenses — related party, increased from $88.7 million in 2007 to $95.2 million in 2008, an increase of $6.5 million, or 7%. This increase is primarily attributable to (i) additional operating expenses from the 2008 Acquisition of $0.5 million, (ii) a full year contribution from the 2007 Acquisitions resulting in additional operating expenses of $3.3 million, and (iii) an increase in operating expenses from our pool of same-store facilities of approximately $1.8 million. The increase in our same-store facilities’ operating expenses in 2008 as compared to 2007 primarily relates to increased property tax and utility expenses of $0.7 million and $0.5 million, respectively.
Depreciation and amortization increased from $64.7 million in 2007 to $73.8 million in 2008, an increase of $9.1 million, or 14%. The increase is attributable to additional depreciation expense of $1.8 million related to the 2008 Acquisition and a full year of depreciation expense related to the 2007 Acquisitions in the 2008 periodended December 31, 2012 as compared to the 2007 period, an increase from our pool of same-store facilities of approximately $1.4 million, and additional intangible amortization expense of $5.5 million related to the 2008 Acquisition and 2007 Acquisitions in the 2008 period as compared to the 2007 period.
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging fromyear ended December 31, 2008 through December 31, 2014. Upon vacating the space, the Company entered into2011, driven by a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term. As$4.2 million increase as a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007.
General2011 and administrative expenses, including General and administrative expenses — related party increased from $22.3 million in 2007 to $25.0 million in 2008, an increase of $2.7 million, or 12%. The increase is primarily attributable to (i) approximately $1.1 million of due diligence costs that were written off during the 2008 period (ii) $0.9 million of increased amortization of equity compensation during the 2008 period as compared to the 2007 period and (iii) $2.1 million of severance related costs incurred during the 2008 period, offset by $1.2 million of non-recurring legal costs incurred during the 2007 period. Excluding the 2008 charges for due diligence and severance costs, reduced by the non-recurring charge for legal costs in 2007, general and administrative expenses increased by approximately $0.7 million, or approximately 3%.
Total Other Income (Expenses)
Interest expense decreased from $54.1 million in the 2007 period to $52.0 million in the 2008 period, a decrease of $2.1 million, or 4%. Although the Company incurred additional debt to finance certain 2007 and 2008 acquisitions, lower interest rates on unsecured debt and loan repayments during the 2008 period as compared to the 2007 period resulted in an overall decrease in interest expense during 2008 as compared to 2007.
Loan procurement amortization expense increased from $1.8 million in the 2007 period to $1.9 million in the 2008 period, an increase of $0.1 million, or 6%. The increase is attributable to additional costs incurred in relation to the secured term loan entered into in April 2008 and the related amortization of those costs in the 2008 period as compared to no similar amortization in the 2007 period.2012 acquisitions.
InterestProperty management fee income decreasedincreased to $0.2$4.3 million in 2012 from $3.8 million during 2011, an increase of $0.6 million. This increase is attributable to an increase in management fees related to the 2008 periodthird party management business (133 facilities as of December 31, 2012 compared to 103 facilities as of December 31, 2011).
Operating Expenses
Property operating expenses increased from $0.4$94.6 million in the 2007 period.2011 to $110.8 million in 2012, an increase of $16.2 million, or 17%. This decreaseincrease is primarily attributable to $14.4 million of increased expenses associated with newly acquired properties in 2012 as well as $1.8 million of increased expenses in other/eliminations associated with third party management contracts.
Depreciation and amortization increased from $66.0 million in 2011 to $113.9 million in 2012, an increase of $47.9 million, or 73%. This increase is primarily attributable to depreciation and amortization expense related to the 2011 and 2012 acquisitions, including an increase in amortization of lease intangibles of $25.2 million recognized during the 2012 period.
Other Income (Expenses)
Interest expense increased from $33.2 million in 2011 to $40.7 million in 2012, an increase of $7.5 million, or 23%. The increase is attributable to higher average outstanding debt during 2012 primarily resulting from debt associated with the Storage Deluxe acquisition and other 2012 acquisitions. This increase was offset by lower interest rates earned on daily operating cashexpense related to the repayment of several fixed rate mortgages during the 2008year. These repayments utilized proceeds from the senior note offering and had higher effective rates than the effective interest rate of the senior notes.
Loan procurement amortization expense - early repayment of debt was $8.2 million for the year ended December 31, 2011, with no comparable expense during the 2012 period. This expense is related to the write-off of unamortized loan procurement costs associated with the Prior Facility.
Equity in losses of real estate ventures was $0.7 million for the year ended December 31, 2012, compared to $0.3 million for the year ended December 31, 2011. This expense is related to approximately three months of earnings attributable to the HSRE Venture during the 2011 period compared to nine months of earnings during the 2012 period.
Gain from remeasurement of investments in real estate ventures was $7.0 million for the year ended December 31, 2012, with no comparable gains during the 2011 period. This gain is related to the HSREV interest remeasurement discussed in Item 1, from the purchase of the remaining 50% ownership in the venture.
Discontinued Operations
Income from discontinued operations decreased from $7.2 million for the year ended December 31, 2011 to $2.1 million for the year ended December 31, 2012. The income during the 2012 period represents the results of operations during the year for the 26 assets sold during 2012. Income during the 2011 period represents the results of operations during the year for the 26 assets sold during 2012 and the 19 assets sold during 2011. Gains on disposition of discontinued operations increased from $3.9 million during 2011 to $9.8 million during 2012. These gains are determined on a transactional basis and accordingly are not comparable across reporting periods.
Noncontrolling Interests in Subsidiaries
Net income attributable to noncontrolling interests in subsidiaries decreased to $1.9 million in the 2012 period from $2.8 million in the 2011 period, primarily as a result of the Company purchasing the remaining 50% interest from Heitman in 2012. The 2011 period represents twelve months of operations of the venture, compared to 2012, which represented operations through August 13, 2012.
Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010 (dollars in thousands)
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| Non Same-Store |
| Other/ |
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| Same-Store Property Portfolio |
| Properties |
| Eliminations |
| Total Portfolio |
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| 2011 |
| 2010 |
| (Decrease) |
| Change |
| 2011 |
| 2010 |
| 2011 |
| 2010 |
| 2011 |
| 2010 |
| (Decrease) |
| Change |
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REVENUES: |
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Rental income |
| $ | 191,222 |
| $ | 179,568 |
| $ | 11,654 |
| 6 | % | $ | 11,540 |
| $ | 180 |
| $ | — |
| $ | — |
| $ | 202,762 |
| $ | 179,748 |
| $ | 23,014 |
| 13 | % |
Other property related income |
| 17,811 |
| 14,824 |
| 2,987 |
| 20 | % | 1,314 |
| 1,698 |
| 1,590 |
| 592 |
| 20,715 |
| 17,114 |
| 3,601 |
| 21 | % | ||||||||||
Property management fee income |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,768 |
| 2,829 |
| 3,768 |
| 2,829 |
| 939 |
| 33 | % | ||||||||||
Total revenues |
| 209,033 |
| 194,392 |
| 14,641 |
| 8 | % | 12,854 |
| 1,878 |
| 5,358 |
| 3,421 |
| 227,245 |
| 199,691 |
| 27,554 |
| 14 | % | ||||||||||
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OPERATING EXPENSES: |
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Property operating expenses |
| 77,518 |
| 74,865 |
| 2,653 |
| 4 | % | 5,090 |
| 1,683 |
| 12,022 |
| 9,231 |
| 94,630 |
| 85,779 |
| 8,851 |
| 10 | % | ||||||||||
NET OPERATING INCOME: |
| 131,515 |
| 119,527 |
| 11,988 |
| 10 | % | 7,764 |
| 195 |
| (6,664 | ) | (5,810 | ) | 132,615 |
| 113,912 |
| 18,703 |
| 16 | % | ||||||||||
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Property count |
| 313 |
| 313 |
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| 57 |
| 50 |
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| 370 |
| 363 |
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Total square footage |
| 20,681 |
| 20,681 |
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|
| 3,739 |
| 2,954 |
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| 24,420 |
| 23,635 |
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Period End Occupancy (1) |
| 79.1 | % | 77.0 | % |
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| 75.8 | % | 71.4 | % |
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| 78.6 | % | 76.3 | % |
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Period Average Occupancy (2) |
| 79.2 | % | 77.2 | % |
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Realized annual rent per occupied sq ft (3) |
| $ | 11.67 |
| $ | 11.25 |
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Depreciation and amortization |
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| 65,955 |
| 58,876 |
| 7,079 |
| 12 | % | ||||||||||
General and administrative |
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| 24,693 |
| 25,406 |
| (713 | ) | -3 | % | ||||||||||
Subtotal |
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| 90,648 |
| 84,282 |
| 6,366 |
| 8 | % | ||||||||||
Operating income |
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| 41,967 |
| 29,630 |
| 12,337 |
| 42 | % | ||||||||||
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Other Income (Expense): |
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Interest: |
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Interest expense on loans |
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| (33,199 | ) | (37,794 | ) | 4,595 |
| 12 | % | ||||||||||
Loan procurement amortization expense |
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| (5,028 | ) | (6,463 | ) | 1,435 |
| 22 | % | ||||||||||
Loan procurement amortization expense - early repayment of debt |
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| (8,167 | ) | — |
| (8,167 | ) | 100 | % | ||||||||||
Acquisition related costs |
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| (3,823 | ) | (759 | ) | (3,064 | ) | -404 | % | ||||||||||
Equity in losses of real estate ventures |
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| (281 | ) | — |
| (281 | ) | 100 | % | ||||||||||
Other |
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| (83 | ) | 386 |
| (469 | ) | 122 | % | ||||||||||
Total other expense |
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| (50,581 | ) | (44,630 | ) | (5,951 | ) | -13 | % | ||||||||||
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LOSS FROM CONTINUING OPERATIONS |
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| (8,614 | ) | (15,000 | ) | 6,386 |
| 43 | % | ||||||||||
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DISCONTINUED OPERATIONS |
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Income from discontinued operations |
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| 7,158 |
| 7,155 |
| 3 |
| 0 | % | ||||||||||
Net gain on disposition of discontinued operations |
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| 3,903 |
| 1,826 |
| 2,077 |
| 114 | % | ||||||||||
Total discontinued operations |
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|
| 11,061 |
| 8,981 |
| 2,080 |
| 23 | % | ||||||||||
NET INCOME (LOSS) |
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| 2,447 |
| (6,019 | ) | 8,466 |
| 141 | % | ||||||||||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
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Noncontrolling interests in the Operating Partnership |
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| (35 | ) | 381 |
| (416 | ) | -109 | % | ||||||||||
Noncontrolling interests in subsidiaries |
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| (2,810 | ) | (1,755 | ) | (1,055 | ) | -60 | % | ||||||||||
NET LOSS ATTRIBUTABLE TO THE COMPANY |
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| $ | (398 | ) | $ | (7,393 | ) | $ | 6,995 |
| 95 | % | |||||||
(1)Represents occupancy at December 31 of the respective year.
(2)Represents the weighted average occupancy for the period.
(3)Realized annual rent per occupied square foot is computed by dividing rental income by the weighted average occupied square feet for the period. Square footage for non same-store assets acquired during 2012 are prorated based on the portion of the period the properties were owned.
Revenues
Rental income increased from $179.7 million in 2010 to $202.8 million in 2011, an increase of $23.0 million. This increase is primarily attributable to $11.4 million of additional income from the properties acquired in 2010 and 2011 and increases in average occupancy and scheduled annual rent per square foot on the same-store portfolio which contributed $11.7 million to the increase in rental income during 2011 as compared to 2010.
Other property related income increased from $17.1 million in 2010 to $20.7 million in 2011, an increase of $3.6 million, or 21%. This increase is primarily attributable to increased fee revenue and insurance commissions of $3.7 million offset by a decrease in other property related income of $0.4 million related to the 2010 and 2011 acquisitions.
Property management fee income increased to $3.8 million in 2011 from $2.8 million during 2010, an increase of $1.0 million. This increase is attributable to an increase in management fees related to the third party management business (103 facilities as of December 31, 2011 compared to 93 facilities as of December 31, 2010) and 12 months of management fees earned during the 2011 period related to the addition of 85 management contracts in April 2010, compared to eight months of similar activity during the 2010 period.
Operating Expenses
Property operating expenses increased from $85.8 million in 2010 to $94.6 million in 2011, an increase of $8.9 million, or 10%. This increase is primarily attributable to $6.2 million of increased expenses associated with newly acquired properties and 12 months of expenses in the 2011 period related to the addition of 85 management contracts in April 2010, compared to only eight months of similar expenses in the 2010 period. In addition, we experienced a $0.4 million increase in rebranding and store upgrade related expenses during the 2011 period as compared to the 20072010 period.
Depreciation and amortization increased from $58.9 million in 2010 to $66.0 million in 2011, an increase of $7.1 million, or 12%. This increase is primarily attributable to depreciation and amortization expense related to the 2010 and 2011 acquisitions recognized in 2011, with no corresponding expense recognized in 2010.
Other Income (Expenses)
Interest expense decreased from $37.8 million in 2010 to $33.2 million in 2011, a decrease of $4.6 million, or 12%. Approximately $1.6 million of the reduced interest expense related to approximately $210 million of net mortgage loan repayments during the period from January 1, 2010 through December 31, 2011. Interest expense also decreased as a result of lower interest rates on the 2011 Credit Facility during the 2011 period as compared to the interest rates on the Prior Facility during the 2010 period, offset by increased unsecured loan borrowings during the period.
Loan procurement amortization expense - early repayment of debt was $8.2 million for the year ended December 31, 2011, with no comparable expense during the 2010 period. This expense is related to the write-off of unamortized loan procurement costs associated with the Prior Facility.
Acquisition related costs increased from $0.8 million during 2010 to $3.8 million during 2011 as a result of the acquisition of 27 self-storage facilities in 2011, including 16 facilities in the Storage Deluxe Acquisition, compared to 12 acquisitions during 2010.
Equity in losses of real estate ventures was $0.3 million for the year ended December 31, 2011, with no comparable expense during the 2010 period. This expense is related to earnings attributable to the HSRE Venture, which was formed in September 2011.
Discontinued Operations
Gains on disposition of discontinued operations increased from $2.5$1.8 million in the 20072010 period to $19.7$3.9 million in the 20082011 period, an increase of $17.2 million, as a result of$2.1 million. Gains during 2010 related to the sale of five16 assets during 2010, and gains during 2011 related to the 2007 period as compared to 23sale of 19 assets sold during the 2008 period.2011.
Same-Store Property PortfolioNoncontrolling Interests in Subsidiaries
Same-store revenuesNoncontrolling interests in subsidiaries increased from $201.2to $2.8 million in the 20072011 period to $209.0from $1.8 million in the 2008 period, an increase of $7.8 million, or 4%.2010 period. This increase is primarily a result of increased income related to the operations of our joint venture (“HART”), which was formed in August 2009 to own and operate 22 self-storage facilities. The Company retained a 50% ownership interest in HART and accordingly presents the 50% of the related results that are allocated to the venture partner as an adjustment to net income (loss) when arriving at net income (loss) attributable to an increase in net rent per occupied square foot of 4.5% during the 2008 period as compared to the 2007 period. Same-store property operating expenses increased from $78.7 million in 2007 to $80.5 million in 2008, an increase of $1.8 million, or 2%. The increase in our same-store facilities’ operating expenses in the 2008 period as compared to the 2007 period primarily relates to increased real estate taxes, repairs and maintenance expense, and utilities expense of $0.7 million, $0.3 million and $0.5 million, respectively.shareholders.
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, amounts attributable to noncontrolling interests, other expense, depreciation and amortization lease abandonment charge,expense, general and administrative and general and administrative - related party;expense, and deducting from net income: income from discontinued operations, gains on saledisposition of self-storage facilities,discontinued operations, other income, gain on remeasurement of investment 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 facilities, and for all of our facilities in the aggregate. NOI should not be considered as a substitute for operating income, net income, cash flows provided by operating, investing and financing activities, or other income statement or cash flow statement data prepared in accordance with GAAP.
We believe NOI is useful to investors in evaluating our operating performance because:
· It is one of the primary measures used by our management and our facility managers to evaluate the economic productivity of our facilities, including our ability to lease our facilities, increase pricing and occupancy and control our property operating expenses;
· It is widely used in the real estate industry and the self-storage industry to measure the performance and value of real estate assets without regard to various items included in net income that do not relate to or are not indicative of operating performance, such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets; and
· We believe it helps our investors to meaningfully compare the results of our operating performance from period to period by removing the impact of our capital structure (primarily interest expense on our outstanding indebtedness) and depreciation of our basis in our assets from our operating results.
There are material limitations to using a measure such as NOI, including the difficulty associated with comparing results among more than one company and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income. We compensate for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with our analysis of net income. NOI should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP, such as total revenues, operating income and net income.
FFO
Funds from operations (“FFO”) is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. The April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (the “White Paper”), as amended, defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and real estate 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 facilities. 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 it 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 property, gains on remeasurement of investment 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 other non-recurring items, which we believe are not indicative of the Company’s operating results.
The following table presents a reconciliation of loss to FFO and FFO, as adjusted, for the year ended December 31, 2012 and 2011 (in thousands):
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
| ||
Net loss attributable to common shareholders |
| $ | (4,191 | ) | $ | (1,616 | ) |
|
|
|
|
|
| ||
Add (deduct): |
|
|
|
|
| ||
Real estate depreciation and amortization: |
|
|
|
|
| ||
Real property - continuing operations |
| 112,449 |
| 64,319 |
| ||
Real property - discontinued operations |
| 1,504 |
| 3,116 |
| ||
Company’s share of unconsolidated real estate ventures |
| 1,540 |
| 542 |
| ||
Noncontrolling interest’s share of consolidated real estate ventures |
| (1,049 | ) | (1,731 | ) | ||
Gains on sale of real estate |
| (9,811 | ) | (3,903 | ) | ||
Gain on remeasurement of investment in real estate venture |
| (7,023 | ) | — |
| ||
Noncontrolling interests in the Operating Partnership |
| (107 | ) | 35 |
| ||
|
|
|
|
|
| ||
FFO |
| $ | 93,312 |
| $ | 60,762 |
|
|
|
|
|
|
| ||
Add (deduct): |
|
|
|
|
| ||
Loan procurement amortization expense - early repayment of debt |
| — |
| 8,167 |
| ||
Discontinued operations - settlement proceeds |
| — |
| (1,895 | ) | ||
Acquisition related costs |
| 3,086 |
| 3,823 |
| ||
|
|
|
|
|
| ||
FFO, as adjusted |
| $ | 96,398 |
| $ | 70,857 |
|
|
|
|
|
|
| ||
Weighted-average diluted shares and units outstanding |
| 131,021 |
| 109,085 |
|
Cash Flows
Comparison of the Year Ended December 31, 20092012 to the Year Ended December 31, 20082011
A comparison of cash flow provided byrelated to operating, investing and financing activities for the years ended December 31, 20092012 and 20082011 is as follows:
|
| Year Ended December 31, |
|
|
| |||||
Net cash flow provided by (used in): |
| 2009 |
| 2008 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Operating activities |
| $ | 62,214 |
| $ | 67,012 |
| $ | (4,798 | ) |
Investing activities |
| $ | 98,852 |
| $ | 27,177 |
| $ | 71,675 |
|
Financing activities |
| $ | (62,042 | ) | $ | (94,962 | ) | $ | 32,920 |
|
|
| Year Ended December 31, |
|
|
| |||||
Net cash provided by (used in): |
| 2012 |
| 2011 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Operating activities |
| $ | 118,428 |
| $ | 84,327 |
| $ | 34,101 |
|
Investing activities |
| $ | (271,936 | ) | $ | (442,100 | ) | $ | 170,164 |
|
Financing activities |
| $ | 148,934 |
| $ | 360,951 |
| $ | (212,017 | ) |
Cash provided by operating activities for the years ended December 31, 2012 and 2011 were $118.4 million and $84.3 million, respectively, an increase of $34.1 million. Our increased cash flow from operating activities is primarily attributable to our 2012 acquisitions and increased net operating income levels on the same-store portfolio in the 2012 period as compared to the 2011 period.
Cash used in investing activities was $271.9 million in 2012 and $442.1 million in 2011. Cash used in 2012 relates to the acquisition of 28 properties purchased during the year with a purchase price totaling $330.3 million (which includes assumed debt of $107.0 million) and 9 properties purchased related to the acquisition of the remaining interest in the HSREV real estate venture during 2012. Cash used to fund these acquisitions was offset by $52.6 million in net cash proceeds from the disposition of 26 properties during the year. Cash used in 2011 relates to the acquisition of 27 properties purchased during the year with a purchase price totaling $467.1 million (which includes 16 Storage Deluxe properties acquired for $357.3 million).
Cash provided by financing activities decreased to $148.9 million in 2012 from $361.0 million in 2011, a decrease of $212.0 million. During 2012 and 2011, we issued common shares for net proceeds of $102.1 million and $204.0 million, respectively. Additionally, proceeds from revolving credit facility and unsecured term loans were $503.0 million in 2012 compared to $656.7 million during 2011, and principal payments on revolving credit facility, unsecured term loans and mortgages totaled $594.3 million during 2012 compared to $539.0 million during 2011. These decreases were offset by proceeds received during 2012 relating to the unsecured senior notes of $249.6 million. The proceeds were used to fund increased acquisition activity during 2012, including $61.1 million paid to acquire the noncontrolling interest in the HART joint venture.
Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010
A comparison of cash flow related to operating, investing and financing activities for the years ended December 31, 2011 and 2010 is as follows:
|
| Year Ended December 31, |
|
|
| |||||
Net cash provided by (used in): |
| 2011 |
| 2010 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Operating activities |
| $ | 84,327 |
| $ | 71,517 |
| $ | 12,810 |
|
Investing activities |
| $ | (442,100 | ) | $ | (44,783 | ) | $ | (397,317 | ) |
Financing activities |
| $ | 360,951 |
| $ | (123,611 | ) | $ | 484,562 |
|
Cash provided by operating activities for the years ended December 31, 2011 and 2010 were $84.3 million and $71.5 million, respectively, an increase of $12.8 million. Our principal source of cash flows is from the operation of our properties. Our increased cash flow from operating activities is primarily attributable to our 2010 and 2011 acquisitions.
Cash used in investing activities increased from $44.8 million in 2010 to $442.1 million in 2011, an increase of $397.3 million. The increase primarily relates to increased property acquisitions in 2011 (Storage Deluxe Acquisition with a purchase price totaling $357.3 million and 11 other property acquisitions with purchase prices totaling $109.8 million) compared to 2010 (12 property acquisitions with purchase price totaling $85.1 million).
Cash flows provided by operating(used in) financing activities for the year ended December 31, 2009 and 2008 were $62.2increased from ($123.6) million and $67.0in 2010 to $361.0 million respectively, a decreasein 2011, an increase of $4.8$484.6 million. The decrease primarilyincrease relates to reduced levelsthe following: (a) increased common and preferred share issuances of net operating income$231.3 million in 20092011, as compared to 20082010, primarily used to finance the Storage Deluxe Acquisition in November 2011, (b) a net increase in unsecured term loans of $5.6$200.0 million that was used to repay $93 million of borrowings under the revolving credit facility related to the financing of the Storage Deluxe Acquisition, and (c) a net decrease in payments on mortgage loans and notes payable of $156.9 million; offset by full repayment of revolving credit facility borrowings of $43 million during 2011, compared to prior year inflows of $43 million, and a $1.0increased distributions of $19.3 million decrease in other assets during the 2009 period2011 as compared to the 2008 period as a result of the timing of certain payments offset by a $2.4 million reduction in general and administrative expenses during the 2009 period as compared to the 2008 period.
Cash provided by investing activities was $98.9 million for the year ended December 31, 2009 and $27.2 million for the year ended December 31, 2008, an increase of $71.7 million. The increase primarily relates to increased proceeds from property dispositions of $11.4 million in the 2009 period as compared to the 2008 period, net proceeds received from the closing of the a joint venture in August 2009 of approximately $48.7 million with no similar transactions during the 2008 period as well as higher acquisition activity in the 2008 period (one facility for an aggregate purchase price of $13.3 million) relative to the 2009 period (no facility acquisition activity).
Cash used in financing activities decreased from $95.0 million in 2008 to $62.0 million in 2009, a decrease of $33.0 million. The decrease relates primarily to increased net debt payoffs of $158.5 million during the 2009 period as compared to the 2008 period, an increase of $16.1 million in loan procurement costs related to the origination of 17 new secured financings during 2009, as well as the new secured term loan in December 2009, offset by proceeds of approximately $170.9 million from the issuance of common shares in the 2009 period, and distributions paid at $0.72 per share in the 2008 period as compared to similar distributions paid at $0.10 per share during the 2009 period.
2010.
Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
A comparison of cash flow operating, investing and financing activities for the years ended December 31, 2008 and 2007 is as follows:
|
| Year Ended December 31, |
|
|
| |||||
Net cash flow provided by (used in): |
| 2008 |
| 2007 |
| Change |
| |||
|
| (in thousands) |
|
|
| |||||
Operating activities |
| $ | 67,012 |
| $ | 62,699 |
| $ | 4,313 |
|
Investing activities |
| $ | 27,177 |
| $ | (153,401 | ) | $ | 180,578 |
|
Financing activities |
| $ | (94,962 | ) | $ | 75,503 |
| $ | (170,465 | ) |
Cash flows provided by operating activities for the year ended December 31, 2008 and 2007 were $67.0 million and $62.7 million, respectively, an increase of $4.3 million. The increase primarily relates $4.2 million increase in other assets during the 2008 period as compared to the 2007 period as a result of the timing of certain payments.
Cash used in or provided by investing activities changed from a use of $153.4 million in 2007 to proceeds of $27.2 million in 2008, a change of $180.6 million. The change primarily relates to higher acquisition activity in the 2007 period (17 facilities for an aggregate purchase price of $140.5 million) relative to the 2008 period (one facility for an aggregate purchase price of $13.3 million), higher capital improvement activity in the 2007 period, and increased property dispositions in the 2008 period as compared to the 2007 period.
Cash used in or provided by financing activities changed from proceeds of $75.5 million in 2007 to a use of $95.0 million in 2008, a change of $170.5 million. The change relates primarily to net borrowings of $148.4 million during the 2007 period as compared to net principal payments of $50.0 million in the 2008 period and distributions paid at $0.72 per share in the 2008 period as compared to similar distributions paid at $1.16 per share during the 2007 period.
Liquidity and Capital Resources
Liquidity Overview
Our cash flow from operations has historically been one of our primary sources of liquidity to fund debt service, distributions and capital expenditures. We derive substantially all of our revenue from customers who lease space from us at our facilities.facilities and fees earned from managing properties. Therefore, our ability to generate cash from operations is dependent on the rents that we are able to charge and
collect from our customers. We believe that the facilities in which we invest — self-storage facilities — are less sensitive than other real estate product types to current 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, we arethe Parent Company is required to distribute at least 90% of our REIT taxable income, excluding capital gains, to our shareholders on an annual basis or pay federal income tax. The nature of our business, coupled with the requirement that wethe Parent Company distribute a substantial portion of our income on an annual basis, will cause us to have substantial liquidity needs over both the short-termshort term and the long term.
Our short-term liquidity needs consist primarily of funds necessary to pay operating expenses associated with our facilities, refinancing of certain mortgage indebtedness, interest expense and scheduled principal payments on debt, expected distributions to limited partners and shareholders and recurring capital expenditures. These expenses, as well as the amount of recurring capital expenditures that we incur,funding requirements will vary from year to year, in some cases significantly. We expect such recurring capital expenditures remaining in the 20102013 fiscal year to be approximately $7 million to $9$10 million. In addition, ourOur currently scheduled principal payments on debt, including borrowings outstanding on the credit facility2011 Credit Facility and secured term loans,Term Loan Facility, are approximately $114.5$30.1 million in 2010 and $90.5 million in 2011.2013.
Our most restrictive debt covenants limit the amount of additional leverage we can add; however, we believe cash flow from operations, access to our “at the sources of capital described abovemarket” program and access to our 2011 Credit Facility are adequate to execute our current business plan and remain in compliance with our debt covenants.
Our liquidity needs beyond 20102013 consist primarily of contractual obligations which include repayments of indebtedness at maturity, as well as potential discretionary expenditures such as (i) non-recurring capital expenditures; (ii) redevelopment of operating facilities; (iii) acquisitions of additional facilities; and (iv) development of new facilities. We will have to satisfy our needs through either additional borrowings, including borrowings under a new or revisedthe revolving credit facility,portion of our 2011 Credit Facility, sales of common or preferred shares and/or cash generated through facility dispositions and joint venture transactions.
Notwithstanding the discussion above, we believe that, as a publicly traded REIT, we will have access to multiple sources of capital to fund 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.
Current and Expected Sources of Cash Excluding Credit Facility
As of December 31, 2009,2012, we had approximately $102.8$4.5 million in available cash and cash equivalents. In addition, we had approximately $250.0$254.8 million of availability for borrowings under our revolving credit facility.2011 Credit Facility.
Bank Credit Facilities
On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “senior notes”) which bear interest at a rate of 4.80%. The senior notes had an effective interest rate of 4.82% at December 8, 2009, 31, 2012. The indenture under which the Companyunsecured senior notes were issued restricts the ability of the Operating Partnership and its subsidiaries to incur debt unless the Operating Partnership entered intoand its consolidated subsidiaries comply with a three-year, $450 millionleverage ratio not to exceed 60% and an interest coverage ratio of less than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. The Operating Partnership is currently in compliance with all of the financial covenants under the senior secured credit facility (the “secured credit facility”), consistingnotes.
On September 29, 2010, we amended the Prior Facility. The Prior Facility, as amended, consisted of a $200 million securedunsecured term loan and a $250 million securedunsecured revolving credit facility. The secured credit facility is secured by mortgages on borrowing base properties. Theand had an outstanding balance on the Company’s secured credit facilityof $43 million as of December 31, 20092010. The Prior Facility, as amended had a three-year term expiring on December 7, 2013, was comprisedunsecured, and borrowings on the facility incurred interest on a borrowing spread determined by our leverage levels plus LIBOR.
On June 20, 2011, we entered into an unsecured Term Loan Agreement (the “Term Loan Facility”) which consisted of $200a $100 million of secured term loan borrowings.with a five-year maturity and a $100 million term loan with a seven-year maturity. The Term Loan Facility permits the Company to request additional advances of five-year or seven-year loans in minimum increments of $5 million provided that the aggregate of such additional advances does not exceed $50 million. We incurred costs of $2.1 million in connection with executing the agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Pricing on the Term Loan Facility ranges, depending on the Company’s leverage levels, from 1.90% to 2.75% over LIBOR for the five-year loan, and from 2.05% to 2.85% over LIBOR for the seven-year loan, and each loan has no LIBOR floor. As of December 31, 2009, approximately $2502011, the Company had received two investment grade ratings, and therefore pricing on the Term Loan Facility ranges from 1.45% to 2.10% over LIBOR for the five-year loan, and from 1.60% to 2.25% over LIBOR for the seven-year loan.
On December 9, 2011, we entered into a new credit facility comprised of a $100 million unsecured term loan maturing in December 2014; a $200 million unsecured term loan maturing in March 2017; and a $300 million unsecured revolving facility maturing in December 2015 (the “Credit Facility”). The Credit Facility replaces in its entirety our previous facility.
Pricing on the Credit Facility depends on our unsecured debt credit rating. At our current Baa3/BBB- level, amounts drawn under the revolving facility are priced at 1.48% over LIBOR, with no LIBOR floor. Amounts drawn under the term loan portion of the Credit Facility are priced at 1.75% over LIBOR, with no LIBOR floor.
As of December 31, 2012, $200 million of unsecured term loan borrowings were outstanding under the Term Loan Facility, $300 million of unsecured term loan and $45 million of unsecured revolving loan borrowings were outstanding under the Credit Facility, and $254.8 million was available underfor borrowing on the Company’s secured credit facility. Borrowings underunsecured revolving portion of the secured credit facility bearCredit Facility. We had interest ranging from 3.25% to 4.00% over LIBOR, with a LIBOR floorrate swaps as of 1.5%, depending on our leverage ratio. At December 31, 2009,2012, that fix LIBOR on $200 million of borrowings under the secured credit facilityCredit Facility maturing in March 2017 at 1.34%. In addition, at December 31, 2012, we had interest rate swaps that fix LIBOR on both the five and seven-year term loans under the Term Loan Facility through their respective maturity dates. The interest rate swap agreements fix thirty day LIBOR over the terms of the five and seven-year term loans at 1.80% and 2.47%, respectively. As of December 31, 2012, borrowings under the Credit Facility and Term Loan Facility had a weighted average interest rate of 5.0%3.15%.
The Term Loan Facility and the Company was in compliance with all financial covenants ofterm loans under the agreement.
OurCredit Facility were fully drawn at December 31, 2012, and no further borrowings may be made under those term loans. The Company’s ability to borrow and extendunder the maturity date under this secured credit facility and secured term loan will berevolving portion of the Credit Facility is subject to our ongoing compliance with the followingcertain financial covenants among others:which include:
· Maximum total indebtedness to total asset value of 65% (67.5% in first year);
· Maximum total indebtedness to total asset value of 60.0% at any time;
·Minimum fixed charge coverage ratio of 1.45:1.0;1.50:1.00; and
· Minimum tangible net worth of $827.0 million$821,211,200 plus 75% of net proceeds from future equity issuances.issuances after June 30, 2010.
Further, under our secured credit facility,the Credit Facility and Term Loan Facility, we are restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain ourthe Parent Company’s REIT status.
We are currently in compliance with all of our financial covenants and anticipate being in compliance with all of our financial covenants through the durationterms of the term of the credit facilityCredit Facility and secured term loan, including any extension period.Term Loan Facility.
At The secured credit facility replacedMarket Program.
Pursuant to our sales agreement with Cantor Fitzgerald & Co. (the “Sales Agent”), dated April 3, 2009, as amended on January 26, 2011 and September 16, 2011 (as amended, the prior, three-year $450“Sales Agreement”), we may sell up to 20 million unsecured credit facility, which was entered intocommon shares at “at the market” prices. During the year ended December 31, 2012, we sold 7.9 million common shares with an average sales price of $13.13 per share, resulting in November 2006, consistinggross proceeds of $200$103.8 million in an unsecured term loan and $250 million in unsecured revolving loans. The balance of the unsecured credit facility was paid off in December 2009. Borrowings under the unsecured credit facility bore interest, at our option, at eitherprogram ($163.8 million of gross proceeds and 16.1 million shares sold with an alternative base rate or a Eurodollar rate,average sales price of $10.16 since program inception in each case, plus an applicable margin based on our leverage ratio or our credit rating.2009). The alternative base interest rate was a fluctuating rate equalCompany incurred $1.7 million of offering costs in conjunction with the 2012 sales. The proceeds from the sales conducted during the year ended December 31, 2012 were used to fund acquisitions and pay down long-term debt. As of December 31, 2012, 3.9 million common shares remain available for issuance under the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate varied from 0.00% to 0.50% depending on our leverage ratio.Sales Agreement.
On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million. Each term loan bore interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The outstanding term loans were secured by a pledge by our Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008. The balance of the term loans was paid off on August 11, 2009.
During 2007 and 2008, the Company entered into interest rate swap agreements designated as cash flow hedges that are designed to reduce the impact of interest rate changes on its variable rate debt. The swap agreements effectively fixed the 30-day LIBOR interest rate on $50 million of borrowings at 4.7725% per annum, $25 million of borrowings at 4.716% per annum and on $25 million of borrowings at 2.3400% per annum, in each case until they matured on November 20, 2009. Additionally, the Company entered into interest rate cap agreements on $40 million of LIBOR based borrowings at 5.50% per annum that matured in June 2008. In May 2008, the Company entered into interest rate swap agreements for notional principal amounts aggregating $200 million, that effectively fixed the 30-day LIBOR interest rate on $200 million of LIBOR based borrowings at 2.7625% that matured on November 20, 2009.
Other Material Changes in Financial Position
|
| December 31, |
| Increase |
|
| December 31, |
| Increase |
| ||||||||||
|
| 2009 |
| 2008 |
| (decrease) |
|
| 2012 |
| 2011 |
| (decrease) |
| ||||||
|
| (in thousands) |
|
| (in thousands) |
| ||||||||||||||
Selected Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Storage facilities, net |
| $ | 1,430,533 |
| $ | 1,559,958 |
| $ | (129,425 | ) |
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 300,987 |
|
Cash and cash equivalents |
| $ | 102,768 |
| $ | 3,744 |
| $ | 99,024 |
| ||||||||||
Notes receivable, net |
| $ | 20,112 |
| $ | — |
| $ | 20,112 |
| ||||||||||
Investment in real estate ventures, at equity |
| $ | — |
| $ | 15,181 |
| $ | (15,181 | ) | ||||||||||
|
|
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| ||||||
Selected Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unsecured senior notes |
| $ | 250,000 |
| $ | — |
| $ | 250,000 |
| ||||||||||
Revolving credit facility |
| $ | — |
| $ | 172,000 |
| $ | (172,000 | ) |
| $ | 45,000 |
| $ | — |
| $ | 45,000 |
|
Unecured term loan |
| $ | — |
| $ | 200,000 |
| $ | (200,000 | ) | ||||||||||
Secured term loan |
| $ | 200,000 |
| $ | 57,419 |
| $ | 142,581 |
| ||||||||||
Unecured term loans |
| $ | 500,000 |
| $ | 400,000 |
| $ | 100,000 |
| ||||||||||
Mortgage loans and notes payable |
| $ | 569,026 |
| $ | 548,085 |
| $ | 20,941 |
|
| $ | 228,759 |
| $ | 358,441 |
| $ | (129,682 | ) |
Accounts payable, accrued expenses and other liabilities |
| $ | 60,708 |
| $ | 51,025 |
| $ | 9,683 |
|
Storage facilities, net increased $301.0 million during 2012 primarily as a result of the acquisition of 37 facilities and fixed asset additions, offset by the disposition of 26 properties during the same period. Investment in real estate ventures, at equity decreased by $15.2 million due to the purchase of the remaining 50% ownership in HSREV during 2012. As a result of the acquisition, these properties are now included in Storage facilities, net.
Unsecured senior notes increased $250 million due to the issuance of $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 during 2012. Our borrowing under the revolving portion of the 2011 Credit Facility increased $45.0 million as a result of additional borrowings made to help fund the 2012 acquisitions and repayment of multiple mortgages during the year. Unsecured term loan borrowing increased by $100 million due to borrowings under the 2011 Credit Facility related to payments for the 2012 Acquisitions and the repayment of multiple mortgages in 2012.
Storage facilities, net decreased $129.4 million during 2009 primarily as a result of $73.6 million of depreciation expense recognized during 2009 and $75.2 million related to the 2009 dispositions, offset by fixed asset additions. Cash and cash equivalents increased $99.0 million primarily due to proceeds from dispositions and the origination of 17 new secured term loans during 2009. Notes receivable, net consists of multiple promissory notes related to storage facility dispositions.
Our revolving credit facility decreased $172.0 million as a result of multiple paydowns related to proceeds from the 2009 dispositions, and the unsecured term loan decreased $200 million due to the payoff of the unsecured credit facility in 2009. The secured term loan balance increased $142.6 million due to the closing of the secured credit facility and related $200 million secured term loan in December 2009 offset by the repayment of $57.4 million of term loans in August 2009. Mortgage loans and notes payable increased $20.9decreased $129.7 million due to the origination of 17 new secured financings during 2009, offset by scheduled principal payments and the repayment of several mortgages during the year. Accounts payable, accrued expenses and other liabilities increased $9.7 million primarily due to an increase in derivative liabilities during 2012.
Contractual Obligations
The following table summarizes our known contractual obligations as of December 31, 20092012 (in thousands):
|
| Payments Due by Period |
|
| Payments Due by Period |
| ||||||||||||||||||||||||||||||||||||||
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| 2015 and |
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|
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| 2018 and |
| ||||||||||||||
|
| Total |
| 2010 |
| 2011 |
| 2012 |
| 2013 |
| 2014 |
| thereafter |
|
| Total |
| 2013 |
| 2014 |
| 2015 |
| 2016 |
| 2017 |
| thereafter |
| ||||||||||||||
Mortgage loans and notes payable (a) |
| $ | 568,795 |
| $ | 114,516 |
| $ | 90,541 |
| $ | 163,817 |
| $ | 26,238 |
| $ | 91,091 |
| $ | 82,592 |
|
| $ | 224,433 |
| $ | 30,136 |
| $ | 12,149 |
| $ | 86,689 |
| $ | 21,261 |
| $ | 1,863 |
| $ | 72,335 |
|
Revolving credit facility and secured term loans (b) |
| 200,000 |
| — |
| — |
| 200,000 |
| — |
| — |
| — |
| |||||||||||||||||||||||||||||
Revolving credit facility and unsecured term loans |
| 545,000 |
| — |
| 100,000 |
| 45,000 |
| 100,000 |
| 200,000 |
| 100,000 |
| |||||||||||||||||||||||||||||
Unsecured senior notes |
| 250,000 |
| — |
| — |
| — |
| — |
| — |
| 250,000 |
| |||||||||||||||||||||||||||||
Interest payments (b) |
| 129,372 |
| 39,447 |
| 30,066 |
| 28,106 |
| 12,558 |
| 12,644 |
| 6,551 |
|
| 221,342 |
| 39,497 |
| 37,105 |
| 33,532 |
| 26,843 |
| 19,458 |
| 64,907 |
| ||||||||||||||
Ground leases and third party office lease |
| 697 |
| 149 |
| 149 |
| 149 |
| 149 |
| 101 |
| — |
|
| 61,933 |
| 1,206 |
| 1,192 |
| 1,191 |
| 1,182 |
| 1,192 |
| 55,970 |
| ||||||||||||||
Related |
| 2,401 |
| 453 |
| 475 |
| 475 |
| 499 |
| 499 |
| — |
|
| 998 |
| 499 |
| 499 |
| — |
| — |
| — |
| — |
| ||||||||||||||
Software and service contracts |
| 763 |
| 763 |
| — |
| — |
| — |
| — |
| — |
|
| 2,451 |
| 2,451 |
| — |
| — |
| — |
| — |
| — |
| ||||||||||||||
Employment contracts |
| 1,295 |
| 1,295 |
| — |
| — |
| — |
| — |
| — |
| |||||||||||||||||||||||||||||
Construction commitments |
| 13,470 |
| 13,470 |
| — |
| — |
| — |
| — |
| — |
| |||||||||||||||||||||||||||||
|
| $ | 903,323 |
| $ | 156,623 |
| $ | 121,231 |
| $ | 392,547 |
| $ | 39,444 |
| $ | 104,335 |
| $ | 89,143 |
|
| $ | 1,319,627 |
| $ | 87,259 |
| $ | 150,945 |
| $ | 166,412 |
| $ | 149,286 |
| $ | 222,513 |
| $ | 543,212 |
|
(a) Amounts do not include unamortized discounts/premiums.
(b) Interest on variable rate debtunder the Credit Facility and Term Loan Facility calculated using LIBORa weighted average rate of 1.50% plus a spread of 3.50%3.15%.
We expect that the contractual obligations owed in 20102013 will be satisfied by a combination of cash generated from operations and from draws on the revolving credit facility.portion of the 2011 Credit Facility.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements.arrangements, financings, or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities not previously discussed.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s future income, cash flows and fair values relevant to financial instruments depend upon prevailing 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 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.
Our financial instruments consist of both fixed and variable rate debt. As of December 31, 2009,2012 our consolidated debt consisted of $569.0$873.3 million inof outstanding mortgages, unsecured senior notes and unsecured term loans that are subject to fixed rate loans payable and $200.0 million in arates, including variable rate unsecured term loan. All financial instruments were entered into for other than trading purposes and the net market valuedebt that is effectively fixed through our use of these financial instruments is referredinterest rate swaps. There was $150.4 million of outstanding credit facility borrowings subject to as the net financial position.floating rates. Changes in interest rates have different impacts on the fixed and variable rate portions of our debt portfolio. A change in 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 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 rates of interest on our variable rate debt increase by 1%,100 basis points, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by approximately $0.2$1.5 million a year. If market rates of interest on our variable rate debt decrease by 1%,100 basis points, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by approximately $0.2$1.5 million a year.
If market rates of interest increase by 1%, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would decrease by approximately $12.9$29.8 million. If market rates of interest decrease by 1%, the fair value of our outstanding fixed-rate mortgage debt and unsecured term loans would increase by approximately $13.5$32.0 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item appear with an Index to Financial Statements and Schedules, starting on page F-1 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures (Parent Company)
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, wethe Parent Company carried out an evaluation, under the supervision and with the participation of ourits management, including the Chief Executive Officer (“CEO”)its chief executive officer and Chief Financial Officer (“CFO”),chief financial officer, of the effectiveness of the design and operation of ourits disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Based on that evaluation, the CEOParent Company’s chief executive officer and the CFOchief financial officer have concluded that ourthe Parent Company’s disclosure controls and procedures are effective.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 ControlControls Over Financial Reporting
There has been no change in ourthe Parent Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during ourits most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ourits internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K, and is incorporated herein by reference. The effectiveness of the Parent Company’s internal control over financial reporting as of December 31, 2012 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Controls and Procedures (Operating Partnership)
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Operating Partnership carried out an evaluation, under the supervision and with the participation of its management, including the Operating Partnership’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act).
Based on that evaluation, the Operating Partnership’s chief executive officer and chief financial officer have concluded that the Operating Partnership’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Operating Partnership’s management, including the Operating Partnership’s chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls Over Financial Reporting
There has been no change in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management’s report on internal control over financial reporting is set forth on page F-2 of this Annual Report on Form 10-K, and is incorporated herein by reference. The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2012 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Not applicable.
ITEM 10. TRUSTEES, AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Ethics for all of our employees, officers and trustees, including our principal executive officer and principal financial officer, which is available on our website at www.ustoreit.com.www.cubesmart.com. We intend to disclose any amendment to, or a waiver from, a provision of our Code of Ethics on our website within four business days following the date of the amendment or waiver.
The remaining information required by this item regarding trustees, executive officers and corporate governance is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Shareholders Meeting to be held in 20102012 (the “Proxy Statement”) under the captions “Proposal 1: Election of Trustees,” “Executive Officers” andOfficers,” “Meetings and Committees of the Board of Trustees.Trustees,” and “Shareholder Proposals and Nominations for the 2014 Annual Meeting.” The information required by this item regarding compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Compensation Committee Report,” “Meetings and Committees of the Board of Trustees — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments Upon Termination or Change in Control,” and “Trustee Compensation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth certain information regarding our equity compensation plans as of December 31, 2012.
Plan Category |
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
| |
|
| (a) |
| (b) |
| (c) |
| |
Equity compensation plans approved by shareholders |
| 5,257,864 | (1) | $ | 10.50 | (2) | 3,191,615 |
|
Equity compensation plans not approved by shareholders |
| — |
| — |
| — |
| |
Total |
| 5,257,864 |
| $ | 10.50 |
| 3,191,615 |
|
(1)Excludes 1,284,401 shares subject to outstanding restricted share unit awards.
(2)This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted unit awards.
The information regarding security ownership of certain beneficial owners and management required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the caption “Security Ownership of Management” and ““Security“Security Ownership of Beneficial Owners.”
The following table sets forth certain information regarding our equity compensation plans as of December 31, 2009.
Plan Category |
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
| |
|
| (a) |
| (b) |
| (c) |
| |
Equity compensation plans approved by shareholders |
| 4,546,304 | (1) | $ | 10.71 | (2) | 1,146,592 |
|
Equity compensation plans not approved by shareholders |
| — |
| — |
| — |
| |
Total |
| 4,546,304 |
| $ | 10.71 |
| 1,146,592 |
|
|
| |
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Corporate Governance,Governance- Independence of Trustees,” “Policies and Procedures Regarding Review, Approval or Ratification of Transactions With Related Persons,” and “Transactions With Related Persons.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is hereby incorporated by reference to the material appearing in the Parent Company’s Proxy Statement under the captions “Audit Committee Matters - Fees Paid to Our Independent Registered Public Accounting Firm” and “— Audit Committee Pre-Approval Policies and Procedures.”
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
1. Financial Statements.
The response to this portion of Item 15 is submitted as a separate section of this report.
2. Financial Statement Schedules.
The response to this portion of Item 15 is submitted as a separate section of this report.
3. Exhibits.
The list of exhibits filed with this report is set forth in response to Item 15(b). The required exhibit index has been filed with the exhibits.
(b) Exhibits. The following documents are filed as exhibits to this report:
3.1* |
| Articles of Amendment and Restatement of Declaration of Trust of U-Store-It Trust, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | |
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3.2* |
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3.3* | Articles Supplementary to Declaration of Trust of CubeSmart classifying and designating CubeSmart’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, incorporated by reference to Exhibit 3.3 to CubeSmart’s Form 8-A, filed on October 31, 2012. | ||
3.4* | Third Amended and Restated Bylaws of | ||
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| Amendment No. 1 to Certificate of Limited Partnership of CubeSmart, L.P., dated September 14, 2012, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on September 16, 2012. | ||
3.7* |
| Second Amended and Restated Agreement of Limited Partnership of U-Store-It, L.P. dated as of October 27, 2004, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | |
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| Amendment No. 1 to Second Amended and Restated | |
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4.1* | Form of Common Share Certificate, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on Form S-11, filed on October 20, 2004, File No. 333-117848. | ||
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4.3* | Indenture, dated as of September 16, 2011, among CubeSmart, L.P., CubeSmart and U.S. Bank National Association, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3, filed on September 16, 2011. | ||
4.4* | First Supplemental Indenture, dated as of June 26, 2012, among the Company, the Operating Partnership and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on | ||
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| Form of CubeSmart Notation of Guarantee, incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 26, 2012. | ||
10.1 |
| Settlement Agreement and Mutual Release, by and among U-Store-It Trust, U-Store-It, L.P., YSI Management LLC, U-Store-It Mini Warehouse Co., U-Store-It Development, LLC, Dean Jernigan, Kathleen A. Weigand, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, Kyle V. Amsdell, Rising Tide Development LLC, and Amsdell and Amsdell, dated August 6, 2007, incorporated by |
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |||
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| First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated March 29, 2005, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
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| First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
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| First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
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| First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
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| First Amendment to Lease, by and between U-Store-It, L.P. and Amsdell and Amsdell, dated August 6, 2007, amending Lease dated December 5, 2005, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on August 7, 2007. | |
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| Lease, dated March 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005. | |
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| Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | |
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| Lease, dated June 29, 2005, by and between Amsdell and Amsdell and U-Store-It, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed on August 12, 2005. | |
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| Indemnification Agreement, dated as of October 27, 2004, by and among U-Store-It Trust, U-Store-It, L.P. and David J. LaRue (substantially identical agreements have been entered into with Dean Jernigan, Christopher P. Marr, Timothy M. Martin, Jeffrey P. Foster, Daniel William M. Diefenderfer III, Piero Bussani, John W. Fain,B. Hurwitz, Marianne M. Keler, and John F. Remondi), incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K, filed on November 2, 2004. | ||
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| Restated Noncompetition Agreement, dated as of | ||
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| Amended and Restated Noncompetition Agreement, dated as of | |
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| Amended and Restated Noncompetition Agreement, dated as of |
filed on July 2, 2010. |
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| Nonqualified Share Option Agreement, dated as of June 5, 2006, by and between U-Store-It Trust and Christopher P. Marr, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 8, 2006. | |
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| Nonqualified Share Option Agreement, dated as of April 19, 2006, by and between U-Store-It Trust and Dean Jernigan, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on April 24, 2006. | |
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| Form of Restricted Share Agreement for Non-Employee Trustees under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.83 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 29, 2008. | |
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| Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007. | |
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| Form of Performance-Vested Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, | |
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| Form of Restricted Share Agreement under the U-Store-It Trust 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed on May 10, 2007. | |
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| Form of Nonqualified Share Option Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2008. |
10.24*† | Form of Restricted Share Agreement under the U-Store-It Trust 2007 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 25, 2008. | ||
10.25*† |
| U-Store-It Trust Trustees Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.78 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009. | |
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| U-Store-It Trust Executive Deferred Compensation Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.79 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009. | |
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| U-Store-It Trust Deferred Trustees Plan, effective as of May 31, 2005, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2005. | |
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| Amended and Restated U-Store It Trust 2007 Equity Incentive Plan, | |
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| 2004 Equity Incentive Plan of U-Store-It Trust, effective as of October 19, 2004, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8- K, filed on November 2, 2004. | |
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| Sales Agreement dated April 3, 2009, among the U-Store-It Trust, U-Store-It, L.P., and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on April 3, | |
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10.34* | Term Loan Agreement dated as of | ||
10.35* | Amendment No. 2 to the Sales Agreement, dated September 16, 2011 among CubeSmart, CubeSmart, L.P. and | ||
10.36* | Agreement for Purchase & Sale, dated as of October 24, 2011, by and between CubeSmart, L.P. and 200 East 135th Street LLC, 1880 Bartow Avenue LLC, 255 Exterior St LLC, 1376 Cromwell LLC, 175th Street DE LLC, Boston Rd LLC, Bronx River LLC, Bruckner Blvd LLC, 1980 White Plains Road, 552 Van Buren LLC, 481 Grand LLC, 2047 Pitkin LLC, Sheffield Ave LLC, Cropsey Ave LLC, 9826 Jamaica Ave LLC, 179 Jamaica Avenue Realty LLC, 714 Markley St LLC, Yorktown Heights Storage, LLC, Marbledale Rd LLC, New Rochelle Storage Partners, L.L.C., Wilton Storage Partners L.L.C. and Shelton Storage LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 24, 2011. | ||
10.37* | Registration Rights Agreement dated as of October 24, 2011 by and between CubeSmart and Wells Fargo Investment Holdings, LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 24, 2011. |
10.38* | Waiver of Ownership Limitation, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on October 24, 2011. | ||
10.40* | Purchase Agreement for Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, dated October 24, 2011, between CubeSmart and Wells Fargo Investment Holdings, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2011. | ||
10.41* | Credit Agreement dated as of December 9, 2011 by and among CubeSmart, L.P., CubeSmart, Wells Fargo Securities, LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated, as Revolver and Tranche A joint lead arrangers and joint bookrunners and Wells Fargo Securities, LLC, as Tranche B sole lead arranger and sole bookrunner, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2011. | ||
10.42† | Form of Restricted Share Agreement under the CubeSmart 2007 Equity Incentive Plan. | ||
10.43† | Form of Non-Qualified Share Option Agreement under the CubeSmart 2007 Equity Incentive Plan. | ||
10.44* † | Form of 2012 Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 31, 2012. | ||
10.45* | First Amendment to Credit Agreement, dated as of April 5, 2012, by and among CubeSmart, L.P., CubeSmart, Wells Fargo Bank, National Association and each of the lenders party to the credit agreement dated December 9, 2011, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 7, 2012. | ||
10.46* † | Performance Share Unit Award and Agreement, dated May 30, 2012, between CubeSmart and Dean Jernigan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 1, 2012. | ||
10.47† | Form of Restricted Share Unit Award Agreement (2-Year Vesting) under the CubeSmart 2007 Equity Incentive Plan. | ||
10.48† | Form of Performance-Vested Restricted Share Unit Award Agreement under the CubeSmart 2007 Equity Incentive Plan. | ||
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12.1 |
| Statement regarding Computation of Ratios of | |
12.2 | Statement regarding Computation of Ratios of CubeSmart, L.P. | ||
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21.1 |
| List of Subsidiaries | |
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23.1 |
| Consent of KPMG LLP relating to financial statements of CubeSmart | |
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23.2 |
| Consent of | |
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31.1 |
| Certification of Chief Executive Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
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31.2 |
| Certification of Chief Financial Officer of CubeSmart required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.3 | Certification of Chief Executive Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.4 | Certification of Chief Financial Officer of CubeSmart, L.P. required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
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| |
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. | |
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. | ||
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| |
99.1 |
| Material Tax | |
101 | The following CubeSmart and CubeSmart, L.P. financial information for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, detailed tagged and filed herewith. |
* |
| Incorporated herein by reference as above indicated. | |
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| |
† |
| Denotes a management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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| By: | /s/ Timothy M. Martin |
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| Timothy M. Martin |
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| Chief Financial Officer |
Date: March 1, 2010February 28, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature |
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| Date |
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/s/ William M. Diefenderfer III |
| Chairman of the Board of Trustees |
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William M. Diefenderfer III |
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/s/ Dean Jernigan |
| Chief Executive Officer and Trustee |
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Dean Jernigan |
| (Principal Executive Officer) |
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/s/ Timothy M. Martin |
| Chief Financial Officer |
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Timothy M. Martin |
| (Principal Financial and Accounting Officer) |
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/s/ Piero Bussani |
| Trustee |
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Piero Bussani | ||||
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/s/ Marianne M. Keler |
| Trustee |
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Marianne M. Keler |
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/s/ David J. LaRue |
| Trustee |
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David J. LaRue |
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/s/ John |
| Trustee |
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John | ||||
/s/ Jeffrey F. Rogatz | Trustee | February 28, 2013 | ||
Jeffrey F. Rogatz | ||||
/s/ John W. Fain | Trustee | February 28, 2013 | ||
John W. Fain |
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FINANCIAL STATEMENTS
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
| Page No. | |
Consolidated Financial Statements of |
| |
|
| |
Management’s Report on CubeSmart Internal Control Over Financial Reporting | F-2 | |
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| |
Reports of Independent Registered Public Accounting | F-3 | |
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| |
CubeSmart and Subsidiaries Consolidated Balance Sheets as of December 31, |
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| ||
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| |
F-9 | ||
| ||
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| ||
| ||
CubeSmart L.P. and Subsidiaries Consolidated Balance Sheets as of December 31, 2012 and 2011 | F-12 | |
F-13 | ||
F-14 | ||
F-15 | ||
F-16 | ||
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| |
|
MANAGEMENT’S REPORT ON CUBESMART INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of CubeSmart and CubeSmart L.P. (collectively, the Company“Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is required to assess the effectiveness of the Company’s internal control over financial reporting as of the end of each fiscal year, and report on the basis of that assessment whether the Company’s internal control over financial reporting is effective.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and the disposition of the assets of the Company;
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the receipts and expenditures of the Company are being made only in accordance with the authorization of the Company’s management and its Board of Trustees; and
· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even an effective internal control system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.
Under the supervision, and with the participation, of the Company’s management, including the principal executive officer and principal financial officer, we conducted a review, evaluation and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009,2012, based upon the Committee of Sponsoring Organizations of the Treadway Commission (COSO) criteria. In performing its assessment of the effectiveness of internal control over financial reporting, management has concluded that, as of December 31, 2009, our2012, the Company’s internal control over financial reporting was effective based on the COSO framework.
The effectiveness of our internal control over financial reporting as of December 31, 2009,2012, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that appears herein.
March 1, 2010February 28, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
U-Store-It Trust:CubeSmart:
We have audited the accompanying consolidated balance sheets of CubeSmart as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, U-Store-It Trust and subsidiaries’in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart’s internal control over financial reporting as of December 31, 2009,2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2013, expressed an unqualified opinion on the effectiveness of CubeSmart’s internal control over financial reporting.
/s/ KPMG LLP | |
Philadelphia, Pennsylvania | |
February 28, 2013 |
Report of Independent Registered Public Accounting Firm
The Partners of
CubeSmart, L.P.:
We have audited the accompanying consolidated balance sheets of CubeSmart, L.P. as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, capital, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of CubeSmart, L.P.’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CubeSmart, L.P. as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CubeSmart, L.P.’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 28, 2013, expressed an unqualified opinion on the effectiveness of CubeSmart, L.P.’s internal control over financial reporting.
/s/ KPMG LLP | |
Philadelphia, Pennsylvania | |
February 28, 2013 |
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
CubeSmart:
We have audited CubeSmart’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). U-Store-It Trust’sCubeSmart’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, U-Store-It TrustCubeSmart maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009,2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of U-Store-It Trust and subsidiariesCubeSmart as of December 31, 2009,2012 and 2011, and the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the year thenyears in the three-year period ended December 31, 2012, and our report dated March 1, 2010February 28, 2013 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
| |
Philadelphia, Pennsylvania | |
February 28, 2013 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm
The Board of Trustees and ShareholdersPartners of
U-Store-It Trust:CubeSmart, L.P.:
We have audited the accompanying consolidated balance sheet of U-Store-It Trust and subsidiariesCubeSmart, L.P’s internal control over financial reporting as of December 31, 2009, and2012, based on criteria established in Internal Control - Integrated Framework issued by the related consolidated statementsCommittee of operations, equity, and cash flows for the year then ended. In connection with our auditSponsoring Organizations of the consolidatedTreadway Commission (COSO). CubeSmart, L.P.’s management is responsible for maintaining effective internal control over financial statements, we have also audited the financial statement schedulereporting and for 2009 as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibilityits assessment of the Company’s management.effectiveness of internal control over financial reporting, included in Management’s Report on CubeSmart Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidatedthe Company’s internal control over financial statements and financial statement schedulereporting based on our audit. The accompanying consolidated financial statements of U-Store-It Trust and subsidiaries as of December 31, 2008 and for the two years then ended, were audited by other auditors whose report thereon dated March 2, 2009 (August 7, 2009, as to the retrospective effects of the application of authoritative guidance regarding noncontrolling interests discussed in Note 2), expressed an unqualified opinion on those statements, before the effects of the retrospective adjustments that were applied for the discontinued operations described in note 10 to the consolidated financial statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the financial statements are freerisk that a material weakness exists, and testing and evaluating the design and operating effectiveness of material misstatement. Aninternal control based on the assessed risk. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosuresalso included performing such other procedures as we considered necessary in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the 2009 consolidated financial statements referred to above present fairly,CubeSmart, L.P. maintained, in all material respects, the financial position of U-Store-It Trust and subsidiaries as of December 31, 2009 and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the 2009 information set forth therein.
We also have audited the retrospective adjustments that were applied to the 2008 and 2007 consolidated financial statements for the operations discontinued in 2009 as described in note 10 to the consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2008 and 2007 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2008 and 2007 consolidated financial statements taken as a whole.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), U-Store-It Trust’seffective internal control over financial reporting as of December 31, 2009,2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2010 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.Commission.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 1, 2010
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders ofU-Store-It TrustWayne, Pennsylvania
We also have audited, before the effects of the retrospective adjustments for the discontinued operations discussed in Note 10 to the consolidated financial statements, the consolidated balance sheet of U-Store-It Trust and subsidiaries (the “Company”) as of December 31, 2008, and the related consolidated statements of operations, equity, and cash flows for the years ended December 31, 2008 and 2007 (the 2008 and 2007 consolidated financial statements before the effects of the retrospective adjustments discussed in Note 2 to the consolidated financial statements are not presented herein). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such 2008 and 2007 consolidated financial statements, before the effects of the retrospective adjustments for the discontinued operations discussed in Note 10 to, the consolidated financial statements, present fairly, in all material respects, the financial positionbalance sheets of U-Store-It Trust and subsidiariesCubeSmart, L.P. as of December 31, 2008,2012 and 2011, and the resultsrelated consolidated statements of their operations, comprehensive loss, capital, and their cash flows for each of the years in the three-year period ended December 31, 20082012, and 2007, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review, or apply any procedures to the retrospective adjustments for the discontinued operations discussed in Note 10 to theour report dated February 28, 2013 expressed an unqualified opinion on those consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.
As discussed in Note 2 to the consolidated financial statements, the accompanying 2008 and 2007 financial statements have been retrospectively adjusted for the application of authoritative guidance regarding noncontrolling interests.statements.
/s/ Deloitte & Touche
/s/ KPMG LLP
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February 28, 2013 |
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS
(in thousands, except share data)
|
| For the year ended December 31, |
| |||||||
|
| 2009 |
| 2008 |
| 2007 |
| |||
|
| (Dollars and shares in thousands, except per share data) |
| |||||||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 200,630 |
| $ | 208,439 |
| $ | 192,275 |
|
Other property related income |
| 16,659 |
| 15,700 |
| 15,329 |
| |||
Other - related party |
| — |
| — |
| 365 |
| |||
Total revenues |
| 217,289 |
| 224,139 |
| 207,969 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 93,945 |
| 95,156 |
| 88,628 |
| |||
Property operating expenses - related party |
| — |
| — |
| 59 |
| |||
Depreciation and amortization |
| 70,832 |
| 73,751 |
| 64,672 |
| |||
Lease abandonment |
| — |
| — |
| 1,316 |
| |||
General and administrative |
| 22,569 |
| 24,964 |
| 21,966 |
| |||
General and administrative - related party |
| — |
| — |
| 337 |
| |||
Total operating expenses |
| 187,346 |
| 193,871 |
| 176,978 |
| |||
OPERATING INCOME |
| 29,943 |
| 30,268 |
| 30,991 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (45,269 | ) | (52,014 | ) | (54,108 | ) | |||
Loan procurement amortization expense |
| (2,339 | ) | (1,929 | ) | (1,772 | ) | |||
Interest income |
| 681 |
| 153 |
| 401 |
| |||
Other |
| (33 | ) | 94 |
| 118 |
| |||
Total other expense |
| (46,960 | ) | (53,696 | ) | (55,361 | ) | |||
LOSS FROM CONTINUING OPERATIONS |
| (17,017 | ) | (23,428 | ) | (24,370 | ) | |||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
| |||
Income from discontinued operations |
| 2,546 |
| 6,810 |
| 7,606 |
| |||
Net gain on disposition of discontinued operations |
| 14,139 |
| 19,720 |
| 2,517 |
| |||
Total discontinued operations |
| 16,685 |
| 26,530 |
| 10,123 |
| |||
NET INCOME (LOSS) |
| (332 | ) | 3,102 |
| (14,247 | ) | |||
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONROLLING INTERESTS |
|
|
|
|
|
|
| |||
Noncontrolling interests in the Operating Partnership |
| 60 |
| (310 | ) | 1,170 |
| |||
Noncontrolling interest in subsidiaries |
| (665 | ) | — |
| — |
| |||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) |
|
|
|
|
|
|
|
| |||
Basic and diluted loss per share from continuing operations attributable to common shareholders |
| $ | (0.24 | ) | $ | (0.37 | ) | $ | (0.67 | ) |
Basic and diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.23 |
| $ | 0.42 |
| $ | 0.45 |
|
Basic and diluted earnings (loss) per share attributable to common shareholders |
| $ | (0.01 | ) | $ | 0.05 |
| $ | (0.22 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average basic and diluted shares outstanding |
| 70,988 |
| 57,621 |
| 57,497 |
| |||
|
|
|
|
|
|
|
| |||
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: |
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (16,754 | ) | $ | (21,589 | ) | $ | (38,787 | ) |
Total discontinued operations |
| 15,817 |
| 24,381 |
| 25,710 |
| |||
Net income (loss) |
| $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) |
|
| December 31, |
| ||||
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
Storage facilities |
| $ | 2,443,022 |
| $ | 2,107,469 |
|
Less: Accumulated depreciation |
| (353,315 | ) | (318,749 | ) | ||
Storage facilities, net |
| 2,089,707 |
| 1,788,720 |
| ||
Cash and cash equivalents |
| 4,495 |
| 9,069 |
| ||
Restricted cash |
| 6,070 |
| 11,291 |
| ||
Loan procurement costs, net of amortization |
| 8,253 |
| 8,073 |
| ||
Investment in real estate ventures, at equity |
| — |
| 15,181 |
| ||
Other assets, net |
| 41,794 |
| 43,645 |
| ||
Total assets |
| $ | 2,150,319 |
| $ | 1,875,979 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Unsecured senior notes |
| $ | 250,000 |
| $ | — |
|
Revolving credit facility |
| 45,000 |
| — |
| ||
Unsecured term loan |
| 500,000 |
| 400,000 |
| ||
Mortgage loans and notes payable |
| 228,759 |
| 358,441 |
| ||
Accounts payable, accrued expenses and other liabilities |
| 60,708 |
| 51,025 |
| ||
Distributions payable |
| 16,419 |
| 11,401 |
| ||
Deferred revenue |
| 11,090 |
| 9,568 |
| ||
Security deposits |
| 444 |
| 490 |
| ||
Total liabilities |
| 1,112,420 |
| 830,925 |
| ||
|
|
|
|
|
| ||
Noncontrolling interests in the Operating Partnership |
| 47,990 |
| 49,732 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
| ||
Equity |
|
|
|
|
| ||
7.75% Series A Preferred shares $.01 par value, 3,220,000 shares authorized, 3,100,000 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively |
| 31 |
| 31 |
| ||
Common shares $.01 par value, 200,000,000 shares authorized, 131,794,547 and 122,058,919 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively |
| 1,318 |
| 1,221 |
| ||
Additional paid in capital |
| 1,418,463 |
| 1,309,505 |
| ||
Accumulated other comprehensive loss |
| (19,796 | ) | (12,831 | ) | ||
Accumulated deficit |
| (410,225 | ) | (342,013 | ) | ||
Total CubeSmart shareholders’ equity |
| 989,791 |
| 955,913 |
| ||
Noncontrolling interest in subsidiaries |
| 118 |
| 39,409 |
| ||
Total equity |
| 989,909 |
| 995,322 |
| ||
Total liabilities and equity |
| $ | 2,150,319 |
| $ | 1,875,979 |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
|
| For the year ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 250,959 |
| $ | 202,762 |
| $ | 179,748 |
|
Other property related income |
| 27,776 |
| 20,715 |
| 17,114 |
| |||
Property management fee income |
| 4,341 |
| 3,768 |
| 2,829 |
| |||
Total revenues |
| 283,076 |
| 227,245 |
| 199,691 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 110,821 |
| 94,630 |
| 85,779 |
| |||
Depreciation and amortization |
| 113,874 |
| 65,955 |
| 58,876 |
| |||
General and administrative |
| 26,131 |
| 24,693 |
| 25,406 |
| |||
Total operating expenses |
| 250,826 |
| 185,278 |
| 170,061 |
| |||
OPERATING INCOME |
| 32,250 |
| 41,967 |
| 29,630 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (40,715 | ) | (33,199 | ) | (37,794 | ) | |||
Loan procurement amortization expense |
| (3,279 | ) | (5,028 | ) | (6,463 | ) | |||
Loan procurement amortization expense - early repayment of debt |
| — |
| (8,167 | ) | — |
| |||
Acquisition related costs |
| (3,086 | ) | (3,823 | ) | (759 | ) | |||
Equity in losses of real estate ventures |
| (745 | ) | (281 | ) | — |
| |||
Gain from remeasurement of investment in real estate venture |
| 7,023 |
| — |
| — |
| |||
Other |
| 256 |
| (83 | ) | 386 |
| |||
Total other expense |
| (40,546 | ) | (50,581 | ) | (44,630 | ) | |||
|
|
|
|
|
|
|
| |||
LOSS FROM CONTINUING OPERATIONS |
| (8,296 | ) | (8,614 | ) | (15,000 | ) | |||
|
|
|
|
|
|
|
| |||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
| |||
Income from discontinued operations |
| 2,113 |
| 7,158 |
| 7,155 |
| |||
Gain on disposition of discontinued operations |
| 9,811 |
| 3,903 |
| 1,826 |
| |||
Total discontinued operations |
| 11,924 |
| 11,061 |
| 8,981 |
| |||
NET INCOME (LOSS) |
| 3,628 |
| 2,447 |
| (6,019 | ) | |||
NET LOSS (INCOME) ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
| |||
Noncontrolling interests in the Operating Partnership |
| 107 |
| (35 | ) | 381 |
| |||
Noncontrolling interest in subsidiaries |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY |
| 1,817 |
| (398 | ) | (7,393 | ) | |||
Distribution to Preferred Shares |
| (6,008 | ) | (1,218 | ) | — |
| |||
NET LOSS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
Basic and diluted loss per share from continuing operations attributable to common shareholders |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) |
Basic and diluted earnings per share from discontinued operations attributable to common shareholders |
| $ | 0.10 |
| $ | 0.10 |
| $ | 0.09 |
|
Basic and diluted loss per share attributable to common shareholders |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average basic and diluted shares outstanding |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
|
|
|
|
|
|
|
| |||
AMOUNTS ATTRIBUTABLE TO THE COMPANY’S COMMON SHAREHOLDERS: |
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) |
Total discontinued operations |
| 11,638 |
| 10,552 |
| 8,514 |
| |||
Net loss |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
|
| Year Ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
| |||
NET INCOME (LOSS) |
| $ | 3,628 |
| $ | 2,447 |
| $ | (6,019 | ) |
Other comprehensive (loss) gain: |
|
|
|
|
|
|
| |||
Unrealized loss on interest rate swap |
| (7,466 | ) | (12,394 | ) | — |
| |||
Unrealized gain (loss) on foreign currency translation |
| 172 |
| 151 |
| (268 | ) | |||
OTHER COMPREHENSIVE LOSS |
| (7,294 | ) | (12,243 | ) | (268 | ) | |||
COMPREHENSIVE LOSS |
| (3,666 | ) | (9,796 | ) | (6,287 | ) | |||
Comprehensive income attributable to noncontrolling interests in the Operating Partnership |
| 445 |
| 503 |
| 394 |
| |||
Comprehensive loss attributable to noncontrolling interests in subsidiaries |
| (1,927 | ) | (2,815 | ) | (1,747 | ) | |||
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY |
| $ | (5,148 | ) | $ | (12,108 | ) | $ | (7,640 | ) |
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
|
| Common Shares |
| Additional |
| Accumulated |
| Accumulated |
| Total |
| Non controlling |
|
|
| Non controlling |
|
| Common Shares |
| Preferred Shares |
| Additional |
| Accumulated |
| Accumulated |
| Total |
| Noncontrolling |
| Total |
| Noncontrolling |
| |||||||||||||||||||||||
|
| Number |
| Amount |
| Capital |
| Loss |
| Deficit |
| Equity |
| Subsidiaries |
| Total Equity |
| Partnership |
|
| Number |
| Amount |
| Number |
| Amount |
| Capital |
| Loss |
| Deficit |
| Equity |
| Subsidiaries |
| Equity |
| Partnership |
| |||||||||||||||||
Balance at December 31, 2006 |
| 57,335 |
| $ | 573 |
| $ | 743,924 |
| $ | — |
| $ | (167,712 | ) | $ | 576,785 |
| $ | — |
| $ | 576,785 |
| $ | 107,606 |
| ||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 123 |
| 2 |
|
|
|
|
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
| 119 |
| 1 |
|
|
|
|
|
|
| 1 |
|
|
| 1 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
| 972 |
|
|
|
|
| 972 |
|
|
| 972 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
| 867 |
|
|
|
|
| 867 |
|
|
| 867 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
| 52,177 |
|
|
| 1,170 |
| 53,347 |
|
|
| 53,347 |
| (52,073 | ) | ||||||||||||||||||||||||||||||||||||||||
Net loss |
|
|
|
|
|
|
|
|
| (14,247 | ) | (14,247 | ) |
|
| (14,247 | ) | (1,170 | ) | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
| (1,545 | ) |
|
| (1,545 | ) |
|
| (1,545 | ) |
|
| ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on foreign currency translation |
|
|
|
|
|
|
| (119 | ) |
|
| (119 | ) |
|
| (119 | ) |
|
| ||||||||||||||||||||||||||||||||||||||||
Distributions |
|
|
|
|
|
|
|
|
| (60,444 | ) | (60,444 | ) |
|
| (60,444 | ) | (5,381 | ) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2007 |
| 57,577 |
| $ | 576 |
| $ | 797,940 |
| $ | (1,664 | ) | $ | (241,233 | ) | $ | 555,619 |
| $ | — |
| $ | 555,619 |
| $ | 48,982 |
| ||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 46 |
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| — |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
| 1,297 |
|
|
|
|
| 1,297 |
|
|
| 1,297 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
| 1,425 |
|
|
|
|
| 1,425 |
|
|
| 1,425 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
| 367 |
|
|
| (310 | ) | 57 |
|
|
| 57 |
| (435 | ) | ||||||||||||||||||||||||||||||||||||||||
Net income |
|
|
|
|
|
|
|
|
| 3,102 |
| 3,102 |
|
|
| 3,102 |
| 310 |
| ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
| (4,608 | ) |
|
| (4,608 | ) |
|
| (4,608 | ) |
|
| ||||||||||||||||||||||||||||||||||||||||
Unrealized loss on foreign currency translation |
|
|
|
|
|
|
| (1,281 | ) |
|
| (1,281 | ) |
|
| (1,281 | ) |
|
| ||||||||||||||||||||||||||||||||||||||||
Distributions |
|
|
|
|
|
|
|
|
| (32,683 | ) | (32,683 | ) |
|
| (32,683 | ) | (2,831 | ) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2008 |
| 57,623 |
| $ | 576 |
| $ | 801,029 |
| $ | (7,553 | ) | $ | (271,124 | ) | $ | 522,928 |
| $ | — |
| $ | 522,928 |
| $ | 46,026 |
| ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 |
| 92,655 |
| $ | 927 |
| — |
| $ | — |
| $ | 974,926 |
| $ | (874 | ) | $ | (279,670 | ) | $ | 695,309 |
| $ | 44,021 |
| $ | 739,330 |
| $ | 45,394 |
| |||||||||||||||||||||||||||
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
| — |
| 44,739 |
| 44,739 |
| (131 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15 |
| 15 |
|
|
| |||||||||||||||||
Issuance of common shares, net |
| 34,677 |
| 347 |
| 170,501 |
|
|
|
|
| 170,848 |
|
|
| 170,848 |
|
|
|
| 5,610 |
| 56 |
|
|
|
|
| 47,517 |
|
|
|
|
| 47,573 |
|
|
| 47,573 |
|
|
| |||||||||||||||||
Issuance of restricted shares |
| 85 |
| 1 |
|
|
|
|
|
|
| 1 |
|
|
| 1 |
|
|
|
| 203 |
| 2 |
|
|
|
|
|
|
|
|
|
|
| 2 |
|
|
| 2 |
|
|
| |||||||||||||||||
Conversion from units to shares |
| 270 |
| 3 |
|
|
|
|
|
|
| 3 |
|
|
| 3 |
|
|
|
| 73 |
| 1 |
|
|
|
|
| 674 |
|
|
|
|
| 675 |
|
|
| 675 |
| (675 | ) | |||||||||||||||||
Exercise of stock options |
| 56 |
|
|
|
|
|
|
| 194 |
|
|
|
|
| 194 |
|
|
| 194 |
|
|
| ||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
| 1,631 |
|
|
|
|
| 1,631 |
|
|
| 1,631 |
|
|
|
|
|
|
|
|
|
|
|
| 1,759 |
|
|
|
|
| 1,759 |
|
|
| 1,759 |
|
|
| |||||||||||||||||
Share compensation expense |
|
|
|
|
| 1,765 |
|
|
|
|
| 1,765 |
|
|
| 1,765 |
|
|
|
|
|
|
|
|
|
|
|
| 1,882 |
|
|
|
|
| 1,882 |
|
|
| 1,882 |
|
|
| |||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
|
|
| (27 | ) |
|
| (27 | ) |
|
| (27 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,510 | ) | (1,510 | ) |
|
| (1,510 | ) | 1,510 |
| |||||||||||||||||
Net (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
| (7,393 | ) | (7,393 | ) | 1,755 |
| (5,638 | ) | (381 | ) | ||||||||||||||||||||||||||||||||||||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Unrealized loss on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
| (247 | ) |
|
| (247 | ) | (8 | ) | (255 | ) | (13 | ) | ||||||||||||||||||||||||||||||||||||
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (14,028 | ) | (14,028 | ) | (4,591 | ) | (18,619 | ) | (690 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2010 |
| 98,597 |
| $ | 986 |
| — |
| $ | — |
| $ | 1,026,952 |
| $ | (1,121 | ) | $ | (302,601 | ) | $ | 724,216 |
| $ | 41,192 |
| $ | 765,408 |
| $ | 45,145 |
| |||||||||||||||||||||||||||
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1 |
| 1 |
|
|
| ||||||||||||||||||||||||||||||||||||
Issuance of common shares, net |
| 23,140 |
| 231 |
|
|
|
|
| 203,788 |
|
|
|
|
| 204,019 |
|
|
| 204,019 |
|
|
| ||||||||||||||||||||||||||||||||||||
Issuance of preferred shares, net |
|
|
|
|
| 3,100 |
| 31 |
| 74,817 |
|
|
|
|
| 74,848 |
|
|
| 74,848 |
|
|
| ||||||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 235 |
| 3 |
|
|
|
|
|
|
|
|
|
|
| 3 |
|
|
| 3 |
|
|
| ||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
| 63 |
| 1 |
|
|
|
|
| 623 |
|
|
|
|
| 624 |
|
|
| 624 |
| (624 | ) | ||||||||||||||||||||||||||||||||||||
Exercise of stock options |
| 24 |
|
|
|
|
|
|
| 121 |
|
|
|
|
| 121 |
|
|
| 121 |
|
|
| ||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
|
|
|
|
| 1,677 |
|
|
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| ||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
|
|
|
|
| 1,527 |
|
|
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| ||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
|
|
|
|
|
|
|
|
| (7,082 | ) | (7,082 | ) |
|
| (7,082 | ) | 7,082 |
| ||||||||||||||||||||||||||||||||||||
Net (loss) income |
|
|
|
|
|
|
|
|
|
|
|
|
| (398 | ) | (398 | ) | 2,810 |
| 2,412 |
| 35 |
| ||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) gain: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
|
|
|
|
| (11,849 | ) |
|
| (11,849 | ) |
|
| (11,849 | ) | (545 | ) | ||||||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
| 139 |
|
|
| 139 |
| 5 |
| 144 |
| 7 |
| ||||||||||||||||||||||||||||||||||||
Preferred share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (1,218 | ) | (1,218 | ) |
|
| (1,218 | ) |
|
| ||||||||||||||||||||||||||||||||||||
Common share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (30,714 | ) | (30,714 | ) | (4,599 | ) | (35,313 | ) | (1,368 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2011 |
| 122,059 |
| $ | 1,221 |
| 3,100 |
| $ | 31 |
| $ | 1,309,505 |
| $ | (12,831 | ) | $ | (342,013 | ) | $ | 955,913 |
| $ | 39,409 |
| $ | 995,322 |
| $ | 49,732 |
| |||||||||||||||||||||||||||
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Issuance of common shares, net |
| 7,900 |
| 79 |
|
|
|
|
| 102,000 |
|
|
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| ||||||||||||||||||||||||||||||||||||
Issuance of restricted shares |
| 246 |
| 2 |
|
|
|
|
|
|
|
|
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||||||||||||||||||||||||||||||||
Conversion from units to shares |
| 1,380 |
| 14 |
|
|
|
|
| 19,233 |
|
|
|
|
| 19,247 |
|
|
| 19,247 |
| (19,247 | ) | ||||||||||||||||||||||||||||||||||||
Exercise of stock options |
| 210 |
| 2 |
|
|
|
|
| 1,627 |
|
|
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| ||||||||||||||||||||||||||||||||||||
Amortization of restricted shares |
|
|
|
|
|
|
|
|
| 3,352 |
|
|
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| ||||||||||||||||||||||||||||||||||||
Share compensation expense |
|
|
|
|
|
|
|
|
| 1,198 |
|
|
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| ||||||||||||||||||||||||||||||||||||
Adjustment for noncontrolling interest in operating partnership |
|
|
|
|
|
|
|
|
|
|
|
|
| (19,520 | ) | (19,520 | ) |
|
| (19,520 | ) | 19,520 |
| ||||||||||||||||||||||||||||||||||||
Acquisition of noncontrolling interest |
|
|
|
|
|
|
|
|
| (18,452 | ) |
|
|
|
| (18,452 | ) | (38,532 | ) | (56,984 | ) | (132 | ) | ||||||||||||||||||||||||||||||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
| (937 | ) | (937 | ) | 665 |
| (272 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,817 |
| 1,817 |
| 1,918 |
| 3,735 |
| (107 | ) | |||||||||||||||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Unrealized gain on interest rate swap |
|
|
|
|
|
|
| 6,153 |
|
|
| 6,153 |
|
|
| 6,153 |
|
|
| ||||||||||||||||||||||||||||||||||||||||
Other comprehensive (loss) gain: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
|
|
|
|
| (7,124 | ) |
|
| (7,124 | ) |
|
| (7,124 | ) | (342 | ) | ||||||||||||||||||||||||||||||||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 553 |
|
|
| 553 |
|
|
| 553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 159 |
|
|
| 159 |
| 9 |
| 168 |
| 4 |
| |||||||||||||||||
Distributions |
|
|
|
|
|
|
|
|
| (7,609 | ) | (7,609 | ) | (1,383 | ) | (8,992 | ) | (501 | ) | ||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2009 |
| 92,655 |
| $ | 927 |
| $ | 974,926 |
| $ | (874 | ) | $ | (279,670 | ) | $ | 695,309 |
| $ | 44,021 |
| $ | 739,330 |
| $ | 45,394 |
| ||||||||||||||||||||||||||||||||
Preferred share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (6,008 | ) | (6,008 | ) |
|
| (6,008 | ) |
|
| ||||||||||||||||||||||||||||||||||||
Common share distributions |
|
|
|
|
|
|
|
|
|
|
|
|
| (44,501 | ) | (44,501 | ) | (2,686 | ) | (47,187 | ) | (1,438 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 |
| 131,795 |
| $ | 1,318 |
| 3,100 |
| $ | 31 |
| $ | 1,418,463 |
| $ | (19,796 | ) | $ | (410,225 | ) | $ | 989,791 |
| $ | 118 |
| $ | 989,909 |
| $ | 47,990 |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| Twelve Months Ended December 31, |
|
| For the Year Ended December 31, |
| ||||||||||||||
|
| 2009 |
| 2008 |
| 2007 |
|
| 2012 |
| 2011 |
| 2010 |
| ||||||
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
| $ | (332 | ) | $ | 3,102 |
| $ | (14,247 | ) |
| $ | 3,628 |
| $ | 2,447 |
| $ | (6,019 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
| |||||||||||||
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
| |||||||||||||
Depreciation and amortization |
| 75,908 |
| 80,132 |
| 72,218 |
|
| 118,573 |
| 73,702 |
| 70,850 |
| ||||||
Lease abandonment charge |
| — |
| — |
| 1,316 |
| |||||||||||||
Gain on disposition of discontinued operations |
| (14,139 | ) | (19,720 | ) | (2,311 | ) |
| (9,811 | ) | (3,903 | ) | (1,826 | ) | ||||||
Gain from remeasurement of investment in real estate venture |
| (7,023 | ) | — |
| — |
| |||||||||||||
Equity compensation expense |
| 3,396 |
| 2,722 |
| 1,840 |
|
| 4,550 |
| 3,204 |
| 3,641 |
| ||||||
Accretion of fair market value adjustment of debt |
| (463 | ) | (446 | ) | (367 | ) |
| (707 | ) | (89 | ) | (255 | ) | ||||||
Loan procurement amortization expense - early repayment of debt |
| — |
| 8,167 |
| — |
| |||||||||||||
Equity in losses of real estate venture |
| 745 |
| 281 |
| — |
| |||||||||||||
Changes in other operating accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Other assets |
| 388 |
| 1,425 |
| (2,756 | ) |
| (2,125 | ) | (585 | ) | (427 | ) | ||||||
Restricted cash |
| 3,545 |
| (853 | ) | 3,889 |
| |||||||||||||
Accounts payable and accrued expenses |
| (1,797 | ) | (7 | ) | 6,660 |
|
| 6,899 |
| 2,634 |
| 1,437 |
| ||||||
Other liabilities |
| (747 | ) | (196 | ) | 346 |
|
| 154 |
| (678 | ) | 227 |
| ||||||
Net cash provided by operating activities |
| $ | 62,214 |
| $ | 67,012 |
| $ | 62,699 |
|
| $ | 118,428 |
| $ | 84,327 |
| $ | 71,517 |
|
|
|
|
|
|
|
|
| |||||||||||||
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Acquisitions, additions and improvements to storage facilities |
| (17,882 | ) | (30,738 | ) | (48,014 | ) |
| (247,413 | ) | (471,188 | ) | (104,441 | ) | ||||||
Acquisitions, additions and improvements to storage facilities- related party |
| — |
| — |
| (121,630 | ) | |||||||||||||
Insurance settlements |
| — |
| 1,447 |
| — |
| |||||||||||||
Cash paid for remaining interest in real estate ventures |
| (81,158 | ) | — |
| — |
| |||||||||||||
Investment in real estate venture, at equity |
| — |
| (15,462 | ) | — |
| |||||||||||||
Cash distributed from real estate venture |
| 909 |
| — |
| — |
| |||||||||||||
Proceeds from sales of properties, net |
| 68,257 |
| 56,867 |
| 17,935 |
|
| 52,630 |
| 44,460 |
| 37,304 |
| ||||||
Proceeds from sales to noncontrolling interests |
| 48,641 |
| — |
| — |
| |||||||||||||
Increase in restricted cash |
| (164 | ) | (399 | ) | (1,692 | ) | |||||||||||||
Net cash provided by (used in) investing activities |
| $ | 98,852 |
| $ | 27,177 |
| $ | (153,401 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Proceeds from notes receivable |
| — |
| — |
| 20,112 |
| |||||||||||||
Decrease in restricted cash |
| 3,096 |
| 90 |
| 2,242 |
| |||||||||||||
Net cash used in by investing activities |
| $ | (271,936 | ) | $ | (442,100 | ) | $ | (44,783 | ) | ||||||||||
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unsecured senior notes |
| 249,638 |
| — |
| — |
| |||||||||||||
Revolving credit facility |
| 9,500 |
| 57,300 |
| 156,500 |
|
| 403,000 |
| 256,700 |
| 95,000 |
| ||||||
Secured term loans |
| 200,000 |
| 9,975 |
| 47,444 |
| |||||||||||||
Mortgage loans and notes payable |
| 116,615 |
| — |
| 4,651 |
|
| — |
| 3,537 |
| — |
| ||||||
Unsecured term loans |
| 100,000 |
| 400,000 |
| — |
| |||||||||||||
Principal payments on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Revolving credit facility |
| (181,500 | ) | (104,300 | ) | (28,000 | ) |
| (358,000 | ) | (299,700 | ) | (52,000 | ) | ||||||
Unsecured term loans |
| (200,000 | ) | — |
| — |
|
| — |
| (200,000 | ) | — |
| ||||||
Secured term loans |
| (57,419 | ) | — |
| — |
| |||||||||||||
Mortgage loans and notes payable |
| (95,211 | ) | (12,526 | ) | (32,157 | ) |
| (236,340 | ) | (39,321 | ) | (196,205 | ) | ||||||
Proceeds from issuance of equity, net |
| 170,852 |
| — |
| — |
| |||||||||||||
Distributions paid to shareholders |
| (6,736 | ) | (41,621 | ) | (66,816 | ) | |||||||||||||
Settlement of hedge transactions |
| (195 | ) | — |
| — |
| |||||||||||||
Proceeds from issuance of common shares, net |
| 102,079 |
| 204,019 |
| 47,573 |
| |||||||||||||
Proceeds from issuance of preferred shares, net |
| — |
| 74,848 |
| — |
| |||||||||||||
Exercise of stock options |
| 1,629 |
| 121 |
| 194 |
| |||||||||||||
Contributions from noncontrolling interests in subsidiaries |
| — |
| 1 |
| 15 |
| |||||||||||||
Acquisition of noncontrolling interest |
| (61,113 | ) | — |
| — |
| |||||||||||||
Distributions paid to common shareholders |
| (39,755 | ) | (27,849 | ) | (9,407 | ) | |||||||||||||
Distributions paid to preferred shareholders |
| (5,724 | ) | — |
| — |
| |||||||||||||
Distributions paid to noncontrolling interests in Operating Partnership |
| (508 | ) | (3,656 | ) | (5,975 | ) |
| (1,454 | ) | (1,322 | ) | (482 | ) | ||||||
Distributions paid to noncontrolling interest in subsidiaries |
| (1,383 | ) | — |
| — |
|
| (2,686 | ) | (4,599 | ) | (4,591 | ) | ||||||
Loan procurement costs |
| (16,252 | ) | (134 | ) | (144 | ) |
| (2,145 | ) | (5,484 | ) | (3,708 | ) | ||||||
Net cash (used in) provided by financing activities |
| $ | (62,042 | ) | $ | (94,962 | ) | $ | 75,503 |
| ||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Increase (decrease) in cash and cash equivalents |
| 99,024 |
| (773 | ) | (15,199 | ) | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Net cash provided by (used in) financing activities |
| $ | 148,934 |
| $ | 360,951 |
| $ | (123,611 | ) | ||||||||||
(Decrease) increase in cash and cash equivalents |
| (4,574 | ) | 3,178 |
| (96,877 | ) | |||||||||||||
Cash and cash equivalents at beginning of year |
| 3,744 |
| 4,517 |
| 19,716 |
|
| 9,069 |
| 5,891 |
| 102,768 |
| ||||||
Cash and cash equivalents at end of year |
| $ | 102,768 |
| $ | 3,744 |
| $ | 4,517 |
|
| $ | 4,495 |
| $ | 9,069 |
| $ | 5,891 |
|
|
|
|
|
|
|
|
| |||||||||||||
Supplemental Cash Flow and Noncash Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash paid for interest, net of interest capitalized |
| $ | 43,764 |
| $ | 52,291 |
| $ | 53,952 |
|
| $ | 33,578 |
| $ | 33,265 |
| $ | 38,346 |
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to storage facilities |
| $ | — |
| $ | 1,023 |
| $ | — |
| ||||||||||
Disposition of facilities: |
|
|
|
|
|
|
| |||||||||||||
Notes receivable originated upon disposition of property |
| $ | 17,600 |
| $ | 2,612 |
| $ | — |
| ||||||||||
Acquisition related contingent consideration |
| $ | — |
| $ | — |
| $ | 1,777 |
| ||||||||||
Consolidation of real estate venture |
| $ | 13,527 |
| $ | — |
| $ | — |
| ||||||||||
Derivative valuation adjustment |
| $ | 6,153 |
| $ | (4,608 | ) | $ | (1,545 | ) |
| $ | (7,271 | ) | $ | (12,394 | ) | $ | — |
|
Foreign currency translation adjustment |
| $ | 553 |
| $ | (1,281 | ) | $ | (119 | ) |
| $ | 172 |
| $ | 151 |
| $ | (268 | ) |
Gain deferral on sales to noncontrolling interests |
| $ | 3,992 |
| $ | — |
| $ | — |
| ||||||||||
Mortgage loan assumption - acquisition of storage facility |
| $ | 107,011 |
| $ | 21,827 |
| $ | — |
|
See accompanying notes to the consolidated financial statements.
U-STORE-IT TRUSTCUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
|
| December 31, |
| ||||
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
Storage facilities |
| $ | 2,443,022 |
| $ | 2,107,469 |
|
Less: Accumulated depreciation |
| (353,315 | ) | (318,749 | ) | ||
Storage facilities, net |
| 2,089,707 |
| 1,788,720 |
| ||
Cash and cash equivalents |
| 4,495 |
| 9,069 |
| ||
Restricted cash |
| 6,070 |
| 11,291 |
| ||
Loan procurement costs, net of amortization |
| 8,253 |
| 8,073 |
| ||
Investment in real estate ventures, at equity |
| — |
| 15,181 |
| ||
Other assets, net |
| 41,794 |
| 43,645 |
| ||
Total assets |
| $ | 2,150,319 |
| $ | 1,875,979 |
|
|
|
|
|
|
| ||
LIABILITIES AND CAPITAL |
|
|
|
|
| ||
|
|
|
|
|
| ||
Unsecured senior notes |
| $ | 250,000 |
| $ | — |
|
Revolving credit facility |
| 45,000 |
| — |
| ||
Unsecured term loan |
| 500,000 |
| 400,000 |
| ||
Mortgage loans and notes payable |
| 228,759 |
| 358,441 |
| ||
Accounts payable, accrued expenses and other liabilities |
| 60,708 |
| 51,025 |
| ||
Distributions payable |
| 16,419 |
| 11,401 |
| ||
Deferred revenue |
| 11,090 |
| 9,568 |
| ||
Security deposits |
| 444 |
| 490 |
| ||
Total liabilities |
| 1,112,420 |
| 830,925 |
| ||
|
|
|
|
|
| ||
Limited Partnership interest of third parties |
| 47,990 |
| 49,732 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
| ||
Capital |
|
|
|
|
| ||
Operating Partner |
| 1,009,587 |
| 968,744 |
| ||
Accumulated other comprehensive loss |
| (19,796 | ) | (12,831 | ) | ||
Total CubeSmart L.P. capital |
| 989,791 |
| 955,913 |
| ||
Noncontrolling interests in subsidiaries |
| 118 |
| 39,409 |
| ||
Total capital |
| 989,909 |
| 995,322 |
| ||
Total liabilities and capital |
| $ | 2,150,319 |
| $ | 1,875,979 |
|
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per common unit data)
|
| For the year ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 250,959 |
| $ | 202,762 |
| $ | 179,748 |
|
Other property related income |
| 27,776 |
| 20,715 |
| 17,114 |
| |||
Property management fee income |
| 4,341 |
| 3,768 |
| 2,829 |
| |||
Total revenues |
| 283,076 |
| 227,245 |
| 199,691 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 110,821 |
| 94,630 |
| 85,779 |
| |||
Depreciation and amortization |
| 113,874 |
| 65,955 |
| 58,876 |
| |||
General and administrative |
| 26,131 |
| 24,693 |
| 25,406 |
| |||
Total operating expenses |
| 250,826 |
| 185,278 |
| 170,061 |
| |||
OPERATING INCOME |
| 32,250 |
| 41,967 |
| 29,630 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| (40,715 | ) | (33,199 | ) | (37,794 | ) | |||
Loan procurement amortization expense |
| (3,279 | ) | (5,028 | ) | (6,463 | ) | |||
Loan procurement amortization expense - early repayment of debt |
| — |
| (8,167 | ) | — |
| |||
Acquisition related costs |
| (3,086 | ) | (3,823 | ) | (759 | ) | |||
Equity in losses of real estate ventures |
| (745 | ) | (281 | ) | — |
| |||
Gain from remeasurement of investment in real estate venture |
| 7,023 |
| — |
| — |
| |||
Other |
| 256 |
| (83 | ) | 386 |
| |||
Total other expense |
| (40,546 | ) | (50,581 | ) | (44,630 | ) | |||
|
|
|
|
|
|
|
| |||
LOSS FROM CONTINUING OPERATIONS |
| (8,296 | ) | (8,614 | ) | (15,000 | ) | |||
|
|
|
|
|
|
|
| |||
DISCONTINUED OPERATIONS |
|
|
|
|
|
|
| |||
Income from discontinued operations |
| 2,113 |
| 7,158 |
| 7,155 |
| |||
Gain on disposition of discontinued operations |
| 9,811 |
| 3,903 |
| 1,826 |
| |||
Total discontinued operations |
| 11,924 |
| 11,061 |
| 8,981 |
| |||
NET INCOME (LOSS) |
| 3,628 |
| 2,447 |
| (6,019 | ) | |||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
| |||
Noncontrolling interest in subsidiaries |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO CUBESMART L.P. |
| 1,710 |
| (363 | ) | (7,774 | ) | |||
Limited Partnership interest of third parties |
| 107 |
| (35 | ) | 381 |
| |||
NET INCOME (LOSS) ATTRIBUTABLE TO OPERATING PARTNER |
| 1,817 |
| (398 | ) | (7,393 | ) | |||
Distribution to Preferred Units |
| (6,008 | ) | (1,218 | ) | — |
| |||
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
Basic and diluted loss per unit from continuing operations attributable to common unitholders |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) |
Basic and diluted earnings per unit from discontinued operations attributable to common unitholders |
| $ | 0.10 |
| $ | 0.10 |
| $ | 0.09 |
|
Basic and diluted loss per unit attributable to common unitholders |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average basic and diluted units outstanding |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
|
|
|
|
|
|
|
| |||
AMOUNTS ATTRIBUTABLE TO COMMON UNITHOLDERS: |
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) |
Total discontinued operations |
| 11,638 |
| 10,552 |
| 8,514 |
| |||
Net loss |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
|
| Year Ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
|
|
|
|
|
|
| |||
NET INCOME (LOSS) |
| $ | 3,628 |
| $ | 2,447 |
| $ | (6,019 | ) |
Other comprehensive (loss) gain: |
|
|
|
|
|
|
| |||
Unrealized loss on interest rate swap |
| (7,466 | ) | (12,394 | ) | — |
| |||
Unrealized gain (loss) on foreign currency translation |
| 172 |
| 151 |
| (268 | ) | |||
OTHER COMPREHENSIVE LOSS |
| (7,294 | ) | (12,243 | ) | (268 | ) | |||
COMPREHENSIVE LOSS |
| (3,666 | ) | (9,796 | ) | (6,287 | ) | |||
Comprehensive income attributable to noncontrolling interests in the Operating Partnership |
| 445 |
| 503 |
| 394 |
| |||
Comprehensive loss attributable to noncontrolling interests in subsidiaries |
| (1,927 | ) | (2,815 | ) | (1,747 | ) | |||
COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY |
| $ | (5,148 | ) | $ | (12,108 | ) | $ | (7,640 | ) |
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
(in thousands)
|
| Number of |
| Number of |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
| Common OP |
| Preferred OP |
| Operating |
| Accumulated Other |
| Total |
| Noncontrolling |
| Total |
| Operating |
| ||||||
|
| Oustanding |
| Oustanding |
| Partner |
| (Loss) Income |
| Capital |
| Subsidiaries |
| Capital |
| of third parties |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at December 31, 2009 |
| 92,655 |
| — |
| $ | 696,183 |
| $ | (874 | ) | $ | 695,309 |
| $ | 44,021 |
| $ | 739,330 |
| $ | 45,394 |
|
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
| 15 |
| 15 |
|
|
| ||||||
Issuance of common OP units, net |
| 5,610 |
|
|
| 47,573 |
|
|
| 47,573 |
|
|
| 47,573 |
|
|
| ||||||
Issuance of restricted OP units |
| 203 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||
Exercise of OP unit options |
| 56 |
|
|
| 194 |
|
|
| 194 |
|
|
| 194 |
|
|
| ||||||
Conversion from units to shares |
| 73 |
|
|
| 675 |
|
|
| 675 |
|
|
| 675 |
| (675 | ) | ||||||
Amortization of restricted OP units |
|
|
|
|
| 1,759 |
|
|
| 1,759 |
|
|
| 1,759 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 1,882 |
|
|
| 1,882 |
|
|
| 1,882 |
|
|
| ||||||
Adjustment for Limited Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
interest of third parties |
|
|
|
|
| (1,510 | ) |
|
| (1,510 | ) |
|
| (1,510 | ) | 1,510 |
| ||||||
Net (loss) income |
|
|
|
|
| (7,393 | ) |
|
| (7,393 | ) | 1,755 |
| (5,638 | ) | (381 | ) | ||||||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized loss on foreign currency translation |
|
|
|
|
|
|
| (247 | ) | (247 | ) | (8 | ) | (255 | ) | (13 | ) | ||||||
Distributions |
|
|
|
|
| (14,028 | ) |
|
| (14,028 | ) | (4,591 | ) | (18,619 | ) | (690 | ) | ||||||
Balance at December 31, 2010 |
| 98,597 |
| — |
| $ | 725,337 |
| $ | (1,121 | ) | $ | 724,216 |
| $ | 41,192 |
| $ | 765,408 |
| $ | 45,145 |
|
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
| 1 |
| 1 |
|
|
| ||||||
Issuance of common OP units, net |
| 23,140 |
|
|
| 204,019 |
|
|
| 204,019 |
|
|
| 204,019 |
|
|
| ||||||
Issuance of preferred OP units, net |
|
|
| 3,100 |
| 74,848 |
|
|
| 74,848 |
|
|
| 74,848 |
|
|
| ||||||
Issuance of restricted OP units |
| 235 |
|
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
|
| ||||||
Exercise of OP unit options |
| 24 |
|
|
| 121 |
|
|
| 121 |
|
|
| 121 |
|
|
| ||||||
Conversion from units to shares |
| 63 |
|
|
| 624 |
|
|
| 624 |
|
|
| 624 |
| (624 | ) | ||||||
Amortization of restricted OP units |
|
|
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| 1,677 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| 1,527 |
|
|
| ||||||
Net (loss) income |
|
|
|
|
| (398 | ) |
|
| (398 | ) | 2,810 |
| 2,412 |
| 35 |
| ||||||
Adjustment for Limited Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
interest of third parties |
|
|
|
|
| (7,082 | ) |
|
| (7,082 | ) |
|
| (7,082 | ) | 7,082 |
| ||||||
Other comprehensive (loss) gain: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
| (11,849 | ) | (11,849 | ) |
|
| (11,849 | ) | (545 | ) | ||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 139 |
| 139 |
| 5 |
| 144 |
| 7 |
| ||||||
Preferred unit distributions |
|
|
|
|
| (1,218 | ) |
|
| (1,218 | ) |
|
| (1,218 | ) |
|
| ||||||
Common unit distributions |
|
|
|
|
| (30,714 | ) |
|
| (30,714 | ) | (4,599 | ) | (35,313 | ) | (1,368 | ) | ||||||
Balance at December 31, 2011 |
| 122,059 |
| 3,100 |
| $ | 968,744 |
| $ | (12,831 | ) | $ | 955,913 |
| $ | 39,409 |
| $ | 995,322 |
| $ | 49,732 |
|
Contributions from noncontrolling interests in subsidiaries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Issuance of common OP units, net |
| 7,900 |
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| 102,079 |
|
|
| ||||||
Issuance of restricted OP units |
| 246 |
|
|
| 2 |
|
|
| 2 |
|
|
| 2 |
|
|
| ||||||
Exercise of OP unit options |
| 210 |
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| 1,629 |
|
|
| ||||||
Conversion from units to shares |
| 1,380 |
|
|
| 19,247 |
|
|
| 19,247 |
|
|
| 19,247 |
| (19,247 | ) | ||||||
Amortization of restricted OP units |
|
|
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| 3,352 |
|
|
| ||||||
OP unit compensation expense |
|
|
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| 1,198 |
|
|
| ||||||
Net income (loss) |
|
|
|
|
| 1,817 |
|
|
| 1,817 |
| 1,918 |
| 3,735 |
| (107 | ) | ||||||
Adjustment for Limited Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
interest of third parties |
|
|
|
|
| (19,520 | ) |
|
| (19,520 | ) |
|
| (19,520 | ) | 19,520 |
| ||||||
Acquisition of noncontrolling interest |
|
|
|
|
| (18,452 | ) |
|
| (18,452 | ) | (38,532 | ) | (56,984 | ) | (132 | ) | ||||||
Other comprehensive (loss) gain: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Unrealized loss on interest rate swap |
|
|
|
|
|
|
| (7,124 | ) | (7,124 | ) |
|
| (7,124 | ) | (342 | ) | ||||||
Unrealized gain on foreign currency translation |
|
|
|
|
|
|
| 159 |
| 159 |
| 9 |
| 168 |
| 4 |
| ||||||
Preferred unit distributions |
|
|
|
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| (6,008 | ) |
|
| ||||||
Common unit distributions |
|
|
|
|
| (44,501 | ) |
|
| (44,501 | ) | (2,686 | ) | (47,187 | ) | (1,438 | ) | ||||||
Balance at December 31, 2012 |
| 131,795 |
| 3,100 |
| $ | 1,009,587 |
| $ | (19,796 | ) | $ | 989,791 |
| $ | 118 |
| $ | 989,909 |
| $ | 47,990 |
|
See accompanying notes to the consolidated financial statements.
CUBESMART, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
| For the Year Ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
Operating Activities |
|
|
|
|
|
|
| |||
Net income (loss) |
| $ | 3,628 |
| $ | 2,447 |
| $ | (6,019 | ) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation and amortization |
| 118,573 |
| 73,702 |
| 70,850 |
| |||
Gain on disposition of discontinued operations |
| (9,811 | ) | (3,903 | ) | (1,826 | ) | |||
Gain from remeasurement of investment in real estate venture |
| (7,023 | ) | — |
| — |
| |||
Equity compensation expense |
| 4,550 |
| 3,204 |
| 3,641 |
| |||
Accretion of fair market value adjustment of debt |
| (707 | ) | (89 | ) | (255 | ) | |||
Loan procurement amortization expense - early repayment of debt |
| — |
| 8,167 |
| — |
| |||
Equity in losses of real estate venture |
| 745 |
| 281 |
| — |
| |||
Changes in other operating accounts: |
|
|
|
|
|
|
| |||
Other assets |
| (2,125 | ) | (585 | ) | (427 | ) | |||
Restricted cash |
| 3,545 |
| (853 | ) | 3,889 |
| |||
Accounts payable and accrued expenses |
| 6,899 |
| 2,634 |
| 1,437 |
| |||
Other liabilities |
| 154 |
| (678 | ) | 227 |
| |||
Net cash provided by operating activities |
| $ | 118,428 |
| $ | 84,327 |
| $ | 71,517 |
|
Investing Activities |
|
|
|
|
|
|
| |||
Acquisitions, additions and improvements to storage facilities |
| (247,413 | ) | (471,188 | ) | (104,441 | ) | |||
Cash paid for remaining interest in real estate ventures |
| (81,158 | ) | — |
| — |
| |||
Investment in real estate venture, at equity |
| — |
| (15,462 | ) | — |
| |||
Distributions from real estate venture |
| 909 |
| — |
| — |
| |||
Proceeds from sales of properties, net |
| 52,630 |
| 44,460 |
| 37,304 |
| |||
Proceeds from notes receivable |
| — |
| — |
| 20,112 |
| |||
Decrease in restricted cash |
| 3,096 |
| 90 |
| 2,242 |
| |||
Net cash used in investing activities |
| $ | (271,936 | ) | $ | (442,100 | ) | $ | (44,783 | ) |
Financing Activities |
|
|
|
|
|
|
| |||
Proceeds from: |
|
|
|
|
|
|
| |||
Unsecured senior notes |
| 249,638 |
| — |
| — |
| |||
Revolving credit facility |
| 403,000 |
| 256,700 |
| 95,000 |
| |||
Mortgage loans and notes payable |
| — |
| 3,537 |
| — |
| |||
Unsecured term loans |
| 100,000 |
| 400,000 |
| — |
| |||
Principal payments on: |
|
|
|
|
|
|
| |||
Revolving credit facility |
| (358,000 | ) | (299,700 | ) | (52,000 | ) | |||
Unsecured term loans |
| — |
| (200,000 | ) | — |
| |||
Mortgage loans and notes payable |
| (236,340 | ) | (39,321 | ) | (196,205 | ) | |||
Settlement of hedge transactions |
| (195 | ) | — |
| — |
| |||
Proceeds from issuance of common OP units, net |
| 102,079 |
| 204,019 |
| 47,573 |
| |||
Proceeds from issuance of preferred OP units, net |
| — |
| 74,848 |
| — |
| |||
Exercise of unit options |
| 1,629 |
| 121 |
| 194 |
| |||
Contributions from noncontrolling interests in subsidiaries |
| — |
| 1 |
| 15 |
| |||
Acquisition of noncontrolling interest |
| (61,113 | ) | — |
| — |
| |||
Distributions paid to common unitholders |
| (41,209 | ) | (29,171 | ) | (9,889 | ) | |||
Distributions paid to preferred unitholders |
| (5,724 | ) | — |
| — |
| |||
Distributions paid to noncontrolling interest in subsidiaries |
| (2,686 | ) | (4,599 | ) | (4,591 | ) | |||
Loan procurement costs |
| (2,145 | ) | (5,484 | ) | (3,708 | ) | |||
Net cash provided by (used in) financing activities |
| $ | 148,934 |
| $ | 360,951 |
| $ | (123,611 | ) |
(Decrease) increase in cash and cash equivalents |
| (4,574 | ) | 3,178 |
| (96,877 | ) | |||
Cash and cash equivalents at beginning of year |
| 9,069 |
| 5,891 |
| 102,768 |
| |||
Cash and cash equivalents at end of year |
| $ | 4,495 |
| $ | 9,069 |
| $ | 5,891 |
|
Supplemental Cash Flow and Noncash Information |
|
|
|
|
|
|
| |||
Cash paid for interest, net of interest capitalized |
| $ | 33,578 |
| $ | 33,265 |
| $ | 38,346 |
|
Supplemental disclosure of noncash activities: |
|
|
|
|
|
|
| |||
Acquisition related contingent consideration |
| $ | — |
| $ | — |
| $ | 1,777 |
|
Consolidation of real estate venture |
| $ | 13,527 |
| $ | — |
| $ | — |
|
Derivative valuation adjustment |
| $ | (7,271 | ) | $ | (12,394 | ) | $ | — |
|
Foreign currency translation adjustment |
| $ | 172 |
| $ | 151 |
| $ | (268 | ) |
Mortgage loan assumption - acquisition of storage facility |
| $ | 107,011 |
| $ | 21,827 |
| $ | — |
|
See accompanying notes to the consolidated financial statements.
CUBESMART AND CUBESMART L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
U-Store-It Trust,CubeSmart (the “Parent Company”) operates as a Marylandself-managed and self-administered real estate investment trust (collectively(“REIT”) with its subsidiaries, “we”operations conducted solely through CubeSmart, L.P. and its subsidiaries. CubeSmart, L.P., “us” or the “Company”a Delaware limited partnership (the “Operating Partnership”), isoperates through an umbrella partnership structure, with the Parent Company, a self-administeredMaryland REIT, as its sole general partner. Effective September 14, 2011, the Parent Company changed its name from “U-Store-It Trust” to “CubeSmart” and self-managed real estate investment trust,the Operating Partnership changed its name from “U-Store-It, L.P.” to “CubeSmart, L.P.” In the notes to the consolidated financial statements, we use the terms “the Company”, ‘we” or REIT, active in acquiring, developing“our” to refer to the Parent Company and operating self-storage properties for business and personal use under month-to-month leases.the Operating Partnership together, unless the context indicates otherwise. The Company’s self-storage facilities (collectively, the “Properties”) are located in 2622 states throughout the United States and in the District of Columbia and are managedpresented under one reportable operating segment: we own, operate, develop, manage and acquire self-storage facilities. The Company owns substantially all of its assets through U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership and, as
As of December 31, 2009,2012, the Parent Company owned a 95.1% interest inapproximately 97.6% of the Operating Partnership. The Company manages its assets through YSI Management, LLC (the “Management Company”partnership interests (“OP Units”), a wholly owned subsidiary 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 us in exchange for OP Units. Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time for cash equal to the fair value of an equivalent number of common shares of the Parent Company. In lieu of delivering cash, however, the Parent Company, owns 100%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 U-Store-It Mini Warehouse Co. (the “TRS”) in additionits shares, it contributes the net proceeds it receives from the issuance to threethe Operating Partnership and the Operating Partnership issues to the Parent Company an equal number of OP Units or other subsidiaries, eachpartnership interests having preferences and rights that mirror the preferences and rights of which has electedthe shares issued. This structure is commonly referred to be treated as a taxablean umbrella partnership REIT subsidiary. In general, a taxable REIT subsidiary may perform non-customary services for tenants, hold assets that the Company cannot hold directly and generally may engage in any real estate or non-real estate related business.“UPREIT.”
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include all of the accounts of the Company, and its majority-owned and/or controlled subsidiaries. The portion of these entities not owned by the Company is presented as noncontrolling interests as of and during the periods consolidated. All significant intercompany accounts and transactions have been eliminated in consolidation.
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a variable interest entity (“VIE”), and if the Company is deemed to be the primary beneficiary, in accordance with authoritative guidance issued by the FASB on the consolidation of variable interest entities.VIEs. When an entity is not deemed to be a VIE, the Company considers the provisions of additional FASB guidance which determinesto determine whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. The Company consolidates (i) entities that are VIEs and of which the Company is deemed to be the primary beneficiary and (ii) entities that are non-VIEs which the Company controls and which the limited partners do not have the ability to dissolve the entity or remove the Company without cause nor substantive participating rights.
Adoption of Subsequent Accounting PronouncementsNoncontrolling Interests
The FASB issued authoritative guidance regarding noncontrolling interests in consolidated financial statements which was effective on January 1, 2009. The guidance states that noncontrolling interests are the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Under the guidance, such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.
However, per the FASB issued authoritative guidance on the classification and measurement of redeemable securities, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, must be classified outside of permanent equity. This would result in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets. The Company makes this determination based on terms in applicable agreements, specifically in relation to redemption provisions. Additionally, with respect to noncontrolling interests for which the Company has a choice to settle the contract by delivery of its own shares, the Company considered the FASB issued guidance on accounting for derivative financial instruments indexed to, and potentially settled in, a Company’s own stock to evaluate whether the Company controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under share settlement of the contract. The guidance also requires that noncontrolling interests are adjusted each period so that the carrying value equals the greater of its carrying value based on the accumulation of historical cost or its redemption fair value.
The consolidated results of the Company include results attributable to units of the Operating Partnership that are not owned by the Company, which amounted to approximately 8.1%, and 8.1%, respectively as of December 31, 2008, and 2007 of all outstanding units.Company. These interests were issued in the form of Operating Partnership units and were a component of the consideration the Company paid to acquire certain self-storage facilities. Limited partners who acquired Operating Partnership units have the right to require the Operating Partnership to redeem part or all of their Operating Partnership units for, at the Company’s option, an equivalent number of common shares of the Company or cash based upon the fair market value of an equivalent number of common shares of the Company. However, the operating agreement contains certain circumstances that could result in a net cash settlement outside the control of the Company.Company, as the Company does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance discussed above, the Company will continue to record these non controllingnoncontrolling interests outside of permanent equity in the consolidated balance sheets. Net income or loss related to these noncontrolling interests is excluded from net income or loss in the consolidated statements of operations. The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company hasOperating Partnership reflected these interests at their carryingredemption value as ofat December 31, 2008.2012, as the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.5 million at December 31, 2012. Disclosure of such redemption provisions is provided in Note 9.
TableNoncontrolling interests are the portion of Contents
Retrospective Impactequity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of New Accounting Pronouncement Adopted January 1, 2009 (in thousands):
Statementoperations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of Operations:
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| For the year ended December 31, 2008: |
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| As Previously Reported |
| Adjustments (a) |
| As Adjusted |
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Loss from continuing operations |
| $ | (17,540 | ) | $ | (5,888 | ) | $ | (23,428 | ) |
Total discontinued operations |
| 20,332 |
| 6,198 |
| 26,530 |
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Net income (loss) |
| 2,792 |
| 310 |
| 3,102 |
| |||
Net income (loss) attributable to noncontrolling interests |
| — |
| (310 | ) | (310 | ) | |||
Net income (loss) attributable to the company |
| — |
| 2,792 |
| 2,792 |
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| For the year ended December 31, 2007: |
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| As Previously Reported |
| Adjustments (a) |
| As Adjusted |
| |||
Loss from continuing operations |
| $ | (19,048 | ) | $ | (5,322 | ) | $ | (24,370 | ) |
Total discontinued operations |
| 5,971 |
| 4,152 |
| 10,123 |
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Net income (loss) |
| (13,077 | ) | (1,170 | ) | (14,247 | ) | |||
Net income (loss) attributable to noncontrolling interests |
| — |
| 1,170 |
| 1,170 |
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Net income (loss) attributable to the company |
| — |
| (13,077 | ) | (13,077 | ) |
(a) Includes adjustmentsconsolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the discontinued operations discussed in Note 10.period and ending balances for shareholders’ equity, noncontrolling interests and total equity.
Statement of Equity: |
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| For the year ended December 31, 2008: |
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| As Previously Reported |
| Adjustments |
| As Adjusted |
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Adjustments for noncontrolling interests in operating partnership |
| $ | 367 |
| $ | (310 | ) | $ | 57 |
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Net income |
| 2,792 |
| 310 |
| 3,102 |
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| For the year ended December 31, 2007: |
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| As Previously Reported |
| Adjustments |
| As Adjusted |
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Adjustments for noncontrolling interests in operating partnership |
| $ | 1,469 |
| $ | 51,878 |
| $ | 53,347 |
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Net loss |
| (13,077 | ) | (1,170 | ) | (14,247 | ) | |||
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Statement of Cash Flows: |
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| For the year ended December 31, 2008: |
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| As Previously Reported |
| Adjustments |
| As Adjusted |
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Net income |
| $ | 2,792 |
| $ | 310 |
| $ | 3,102 |
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Minority interests |
| 310 |
| (310 | ) | — |
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| For the year ended December 31, 2007: |
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| As Previously Reported |
| Adjustments |
| As Adjusted |
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Net loss |
| $ | (13,077 | ) | $ | (1,170 | ) | $ | (14,247 | ) |
Minority interests |
| (995 | ) | 995 |
| — |
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Net cash provided by operating activities |
| 62,874 |
| (175 | ) | 62,699 |
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Acquisitions, additions and improvements to storage facilities - related party |
| (121,805 | ) | 175 |
| (121,630 | ) | |||
Net cash used in investing activities |
| (153,576 | ) | 175 |
| (153,401 | ) |
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these
consolidated financial statements, different assumptions and estimates could materially impact our reported results. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results.
Storage Facilities
Storage facilities are carried at historical cost less accumulated depreciation and impairment losses. The cost of storage facilities reflects their purchase price or development cost. Costs incurred for the acquisition and renovation of a storage facility are capitalized to the Company’s investment in that property. OrdinaryAcquisition costs, ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. During 2009, 2008 and 2007, approximately $0.1 million, $0.5 million and $0.4 million of expense was incurred in conjunction with property related damage as a result of insured events such as fires, floods and hurricanes.
Purchase Price Allocation
When facilities are acquired, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. When a portfolio of facilities is acquired, the purchase price is allocated to the individual facilities based upon the fair value determined using an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates, which take into account the relative size, age and location of the individual facility along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land, buildings and improvements and estimates of depreciated replacement cost of equipment.
In allocating the purchase price for an acquisition, the Company determines whether the acquisition includes intangible assets or liabilities. The Company allocated a portion of the purchase price to an intangible asset attributed to the value of in-place leases. This intangible is generally amortized to expense over the expected remaining term of the respective leases. Substantially all of the leases in place at acquired facilities are at market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date no portion of the purchase price has been allocated to above- or below-market lease intangibles. To date, no intangible asset has been recorded for the value of tenant relationships, because the Company does not have any concentrations of significant tenants and the average tenant turnover is fairly frequent.
The Company recorded a $6.8 million intangible asset to recognize the value of in-place leases related to its acquisitions in 2007. Subsequently, during 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility. This asset represents the value of in-place leases at the time of acquisition and was fully amortized at December 31, 2009.
Depreciation and Amortization
The costs of self-storage facilities and improvements are depreciated using the straight-line method based on useful lives ranging from five to 40 years.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment when events and circumstances such as declines in occupancy and operating results indicate that there may be 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 property’s basis is recoverable. If a property’s basis is not considered recoverable, an impairment loss is recorded to the extent the net carrying value of the asset exceeds the fair value. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. There were no impairment losses recognized in accordance with these procedures during 2009, 2008 and 2007.
Long-Lived Assets Held for Sale
We consider long-lived assets to be “held for sale” upon satisfaction of the following criteria: (a) management commits to a plan to sell a facility (or group of facilities), (b) the facility is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such facilities, (c) an active program to locate a buyer and other actions required to complete the plan to sell the facility have been initiated, (d) the sale of the facility is probable and transfer of the asset is expected to be completed within one year, (e) the facility is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Typically these criteria are all met when the relevant asset is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer and there are no contingencies related to the sale that may prevent the transaction from closing. In most transactions, these conditions or criteria are not satisfied until the
actual closing of the transaction; and, accordingly, the facility is not identified as held for sale until the closing actually occurs. However, each potential transaction is evaluated based on its separate facts and circumstances. Properties classified as held for sale are reported at the lesser of carrying value or fair value less estimated costs to sell.
During 2009, the Company sold 20 storage facilities throughout the United States (including one property that was held for sale asF-19
Cash and Cash Equivalents
Cash and cash equivalents are highly-liquid investments with original maturities of three months or less. The Company may maintain cash equivalents in financial institutions in excess of insured limits, but believes this risk is mitigated by only investing in or through major financial institutions.
Restricted Cash
Restricted cash consists of purchase deposits and cash deposits required for debt service requirements, capital replacement, and expense reserves in connection with the requirements of our loan agreements.
Loan Procurement Costs
Loan procurement costs related to borrowings consist of $26.4were $11.7 million and $10.6$13.0 million at December 31, 20092012 and 2008,2011, respectively, and are reported net of accumulated amortization of $8.0$3.4 million and $6.2$4.9 million as of December 31, 20092012 and 2008,2011, respectively. The costs are amortized over the estimated life of the related debt using the effective interest rate method and reported as loan procurement amortization expense.
Other Assets
Other assets consist primarilyis comprised of accounts receivable, prepaid expenses and intangible assets. Accounts receivable were $2.3 million and $2.8 millionthe following as of December 31, 20092012 and 2008, respectively. The Company has recorded an allowance of approximately $0.4 million and $0.6 million, respectively, related to accounts receivable as of December 31, 2009 and 2008. The net carrying value of intangible assets as of December 31, 2008 was $0.1 million and were fully amortized as of December 31, 2009.2011 (in thousands):
Notes Receivable
As of December 31, 2009, notes receivable of $20.1 million included three promissory notes originated in conjunction withmultiple asset dispositions. The original principal amounts of the promissory notes ranged from $0.3 million to $17.6 million, bearing interest at rates ranging from 6 to 10 percent with maturity dates ranging from two to three years. The Company periodically assesses the collectability of the notes receivable in accordance with the FASB guidance on accounting by creditors for impairment of a loan. No collectability issues were noted as of December 31, 2009.
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| December 31, |
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| 2012 |
| 2011 |
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Intangible assets, net of accumulated amortization |
| $ | 21,670 |
| $ | 23,185 |
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Deposits on future settlements |
| — |
| 9,318 |
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Accounts receivable |
| 10,209 |
| 3,676 |
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Prepaid insurance |
| 1,805 |
| 1,397 |
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Prepaid real estate taxes |
| 1,556 |
| 1,114 |
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Others |
| 6,554 |
| 4,955 |
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Total |
| $ | 41,794 |
| $ | 43,645 |
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Environmental Costs
Our practice is to conduct or obtain environmental assessments in connection with the acquisition or development of additional facilities. Whenever the environmental assessment for one of our facilities indicates that a facility is impacted by soil or groundwater contamination from prior owners/operators or other sources, we will work with our environmental consultants and where appropriate, state governmental agencies, to ensure that the facility is either cleaned up, that no cleanup is necessary because the low level of contamination poses no significant risk to public health or the environment, or that the responsibility for cleanup rests with a third party.
Revenue Recognition
Management has determined that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from long-term operating leases are recognized on a straight-line basis over the term of the respective lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in deferred revenue in the accompanying consolidated balance sheets and contractually due but unpaid rents are included in other assets.
The Company recognizes gains on disposition of properties only upon closing in accordance with the guidance on sales of real estate. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sales price is reasonably assured and the
Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sales under this guidance
Costs Associated with Exit or Disposal Activities
In October 2006, the Company committed to a plan to relocate its accounting, finance and information technology functions to the Philadelphia, Pennsylvania area. As part of the relocation of these functions, the Company provided severance arrangements for certain existing employees related to those functions. At the time the severance arrangements were entered into, the Company estimated a total expense of $470,000, of which $45,000 was paid in 2006 and the remainder was paid in 2007.
In August 2007, the Company abandoned certain office space in Cleveland, Ohio that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2009 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.
As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during the three months ended September 30, 2007. The charge was comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”). The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.” The Company amortizes the Contract Termination Costs against rental expense over the remaining life of the respective leases.guidance.
Advertising and Marketing Costs
The Company incurs advertising and marketing costs primarily attributable to print advertisements in telephone books. The Company recognizes the costs when the related telephone book is first published.internet marketing campaigns and other media advertisements. The Company incurred $4.5$8.1 million, $3.8$6.9 million and $4.3$6.6 million in telephone book advertising and marketing expenses for the years ended 2009, 20082012, 2011 and 2007,2010, respectively.
Equity Offering Costs
Underwriting discountdiscounts and commissions, financial advisory fees and offering costs are reflected as a reduction to additional paid-in capital. For the year ended December 31, 2012 and 2011, the Company recognized $1.7 million and $0.8 million of equity offering costs related to the issuance of common and preferred shares during the years, respectively.
Other Property Related Income
Other property related income consists of late fees, administrative charges, tenant insurance commissions, sales of storage supplies and other ancillary revenues.revenues and is recognized in the period that it is earned.
Capitalized Interest
The Company capitalizes interest incurred that is directly associated with construction activities until the asset is placed into service. Interest is capitalized to the related assets using a weighted-average rate of the Company’s outstanding debt. The Company capitalized $0.2 million for the year ended December 31, 2012, and $0.1 million during 2009, 2008each of the years ended 2011 and 2007.2010.
Derivative Financial Instruments
The Company carries all derivatives on the balance sheet at fair value. The Company determines the fair value of derivatives by observable prices that are based on inputs not quoted on active markets, but corroborated by market data. The accounting for changes in the fair value of a derivative instrument depends on whether the derivative has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments has been limited to cash flow hedges of certain interest rate risks. TheAdditionally, the Company had interest rate swap agreements for notional principal amounts aggregating $300$400 million at December 31, 2008. All of the Company’s derivative financial instruments had matured by November 20, 2009.2012, which are included in accounts payable, accrued expenses and other liabilities.
Income Taxes
The Company elected to be taxed as a real estate investment trust under Sections 856-860 of the Internal Revenue Code beginning with the period from October 21, 2004 (commencement of operations) through December 31, 2004. In management’s opinion, the requirements to maintain these elections are being met. Accordingly, no provision for federal income taxes has been reflected in the consolidated financial statements other than for operations conducted through our taxable REIT subsidiaries.
Earnings and profits, which determine the taxability of distributions to shareholders, differ from net income reported for financial reporting purposes due to differences in cost basis, the estimated useful lives used to compute depreciation, and the allocation of net income and loss for financial versus tax reporting purposes. The tax basis in the Company’s assets was $1.3$2.3 billion as of December 31, 20092012 and $1.5$2.0 billion as of December 31, 2008.2011.
Distributions to shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a tax-free return of capital.non-dividend distribution. Annually, the Company provides each of its shareholders a statement detailing the tax characterization of dividends paid during the preceding year as ordinary income, capital gain or a non-dividend distribution. The characterization of the Company’s dividends for 2012 consisted of an 81.7538% ordinary income distribution, a 14.9075% capital gain distribution, and a 3.3387% non-dividend distribution.
Distributions to 7.75% Series A Cumulative Redeemable Preferred Shareholders are usually taxable as ordinary income, although a portion of the distribution may be designated as capital gain or may constitute a non-dividend distribution. Annually, we provide each of our shareholders a statement detailing preferred distributions paid during the preceding year and their characterization as ordinary income, capital gain or return of capital.non-dividend distribution. The characterization of the Company’sour preferred dividends for 20092012 was 100%as follows: 84.5778% ordinary income distribution and 15.4222% capital gain distribution.
The Company is subject to a 4% federal excise tax if sufficient taxable income is not distributed within prescribed time limits. The excise tax equals 4% of the annual amount, if any, by which the sum of (a) 85% of the Company’s ordinary income, and (b) 95% of the Company’s net capital gaingains and c) 100% of prior taxable income exceeds cash distributions and certain taxes paid by the Company. No excise tax was incurred in 2009, 2008,2012, 2011, or 2007.2010.
Taxable REIT subsidiaries, such as the TRS, are subject to federal and state income taxes. The TRS recordedOur taxable REIT subsidiaries have a net deferred tax asset of $0.5 million as of December 31, 2009 and 2008 related to expenses which are deductible for tax purposes in future periods.
Noncontrolling Interests
Noncontrolling interests are the portionperiods of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in the subsidiary that are held by owners other than the parent are noncontrolling interests. Noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements$0.7 million and $0.4 million, respectively, as of operations, revenues, expensesDecember 31, 2012 and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Presentation of consolidated equity activity is included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. The Company has adjusted the carrying value of its noncontrolling interests subject to redemption value to the extent applicable. Disclosure of such redemption provisions is provided in Note 7.2011.
Earnings per Share and Unit
Basic earnings per share and unit is calculated based on the weighted average number of common shares and restricted shares outstanding and/or vested during the period. Diluted earnings per share and unit is calculated by further adjusting for the dilutive impact of share options, unvested restricted shares and contingently issuable shares outstanding during the period using the treasury stock method. Common sharesPotentially dilutive securities calculated under the treasury stock method of 547,000, 94,0002,000,000, 1,378,000 and 22,0001,177,000 in 2009, 20082012, 2011 and 2007,2010, respectively, were not included in the calculation of diluted earnings per share and unit, as they were identified as anti-dilutive.
Share Based Payments
We apply the fair value method of accounting for contingently issued shares and share options issued under our incentive award plan. Accordingly, share compensation expense is recorded ratably over the vesting period relating to such contingently issued shares and options. The Company has recognized compensation expense on a straight-line method over the requisite service period.
Foreign Currency
The financial statements of foreign subsidiaries are translated to U.S. Dollars using the period-end exchange rate for assets and liabilities and an average exchange rate for each period for revenues, expenses, and capital expenditures. The local currency is the functional currency for the Company’s foreign subsidiaries. Translation adjustments for foreign subsidiaries are recorded as a component of accumulated other comprehensive loss in shareholders’ equity. The Company recognizes transaction gains and losses arising from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency in earnings as incurred. The Pound, which represents the functional currency used by USIFB, LLP, our joint venture in England, was translated at an end-of-period exchange rate of approximately 1.622121.625924 and 1.46191.54902 U.S. Dollars per Pound at December 31, 20092012 and December 31, 2008,2011, respectively, and an average exchange rate of 1.564761.585074 and 1.86691.60377 U.S. Dollars per Pound for the years ended December 31, 20092012 and December 31, 2008,2011, respectively. Accordingly, the Company recorded unrealized gains of $0.2 million on foreign currency translation for the years ended December 31, 2012 and 2011, respectively.
F-16Investments in Unconsolidated Real Estate Ventures
The Company accounts for its investments in unconsolidated Real Estate Ventures under the equity method of accounting. Under the equity method, investments in unconsolidated joint ventures are recorded initially at cost, as Investments in Real Estate Ventures, and subsequently adjusted for equity in earnings (losses), cash contributions, less distributions. On a periodic basis, management also assesses whether there are any indicators that the value of the Company’s investments in unconsolidated Real Estate Ventures may be other than temporarily impaired. An investment is impaired only if the fair value of the investment, 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.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued an amendment to the accounting standard for the presentation of comprehensive income. The amendment requires entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the amendment requires entities to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This amendment is effective for fiscal years and interim periods beginning after December 15, 2011. The Company’s adoption of the new standard on January 1, 2012 did not have a material impact on its consolidated financial position or results of operations as the amendment related only to changes in financial statement presentation.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative GAAP recognized byIn May 2011, the FASB issued an update to be applied by nongovernmental entitiesthe accounting standard for measuring and disclosing fair value. The update modifies the wording used to describe the requirements for fair value measuring and for disclosing information about fair value measurements to improve consistency between U.S. GAAP and International Financial Reporting Standards (“IFRS”). This update is effective for the annual and interim periods beginning after December 15, 2011. The adoption of this guidance in the preparation of financial statements issued for interim and annual periods ending after September 15, 2009. The Codification has changed the manner in which GAAP guidance is referenced, but2012 did not have ana material impact on our consolidated financial position or results of operations or cash flows.
The FASB issued authoritative guidance on accounting for transfers of financial assetsin June 2009, which we adopted on a prospective basis beginning January 1, 2010. The guidance requires entitiesas its impact was limited to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on how a company determines when an entity should be consolidated in June 2009, which we adopted on a prospective basis beginning January 1, 2010. The guidance clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The guidance requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. It also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on determining whether instruments granted in share-based payment transactions are participating securities in June 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance on accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement)in May 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance requires that instruments within its scope be separated into their liability and equity components atinitial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value will be amortized to interest expense using the interest method. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding the hierarchy of generally accepted accounting principles in May 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance states that the GAAP hierarchy will now reside in the accounting literature established by the FASB. The guidance identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding disclosures about derivative instruments and hedging activities in March 2008, which we adopted on a prospective basis beginning January 1, 2009. The guidance enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under previous guidance and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding business combinationsin December 2007, which we adopted on a prospective basis beginning January 1, 2009. The guidance establishes principles and requirements for recognizing identifiable assets acquired, liabilities assumed, noncontrolling interest in the acquiree, goodwill acquired in the combination or the gain from a bargain purchase, and disclosure requirements. Under this guidance, all costs incurred to effect an acquisition will be recognized separately from the acquisition. Also, restructuring costs that are expected but the acquirer is
not obligated to incur will be recognized separately from the acquisition. The application did not have an impact on our consolidated financial position, results of operations or cash flows.
The FASB issued authoritative guidance regarding noncontrolling interests in consolidated Financial Statements in December 2007, which we adopted on a prospective basis beginning January 1, 2009. The guidance requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified. In addition, it requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the income statement. The retrospective application to the financial statements impacted certain financial statement footnote disclosures but did not impact our consolidated financial position, results of operations or cash flows.
Concentration of Credit Risk
The storage facilities are located in major metropolitan and rural areas and have numerous tenants per facility. No single tenant represents a significant concentration of our revenues. The facilities in New York, Florida, California, Texas and IllinoisTexas provided total revenues of approximately 18%16%, 15%, 10% and 7%10%, respectively, for the year ended December 31, 2009.2012. The facilities in Florida, California, Texas and Illinois provided total revenues of approximately 19%17%, 15%12%, 9%10% and 7%, respectively, for the year ended December 31, 2008.
Table of Contents2011.
3. STORAGE FACILITIES
The following summarizes the real estate assets of the Company as of December 31, 20092012 and December 31, 2008:2011:
|
| December 31, |
| December 31, |
| ||
|
| 2009 |
| 2008 |
| ||
|
| (in thousands) |
| ||||
Land |
| $ | 369,842 |
| $ | 387,831 |
|
Buildings and improvements |
| 1,243,047 |
| 1,300,711 |
| ||
Equipment |
| 157,452 |
| 198,981 |
| ||
Construction in progress |
| 4,201 |
| 600 |
| ||
Total |
| 1,774,542 |
| 1,888,123 |
| ||
Less accumulated depreciation |
| (344,009 | ) | (328,165 | ) | ||
Storage facilities — net |
| $ | 1,430,533 |
| $ | 1,559,958 |
|
|
| December 31, |
| December 31, |
| ||
|
| 2012 |
| 2011 |
| ||
|
| (in thousands) |
| ||||
Land |
| $ | 462,626 |
| $ | 417,067 |
|
Buildings and improvements |
| 1,828,388 |
| 1,574,769 |
| ||
Equipment |
| 143,836 |
| 110,371 |
| ||
Construction in progress |
| 8,172 |
| 5,262 |
| ||
Total |
| 2,443,022 |
| 2,107,469 |
| ||
Less accumulated depreciation |
| (353,315 | ) | (318,749 | ) | ||
Storage facilities — net |
| $ | 2,089,707 |
| $ | 1,788,720 |
|
The Company completed the following acquisitions, dispositions and consolidations for the years ended December 31, 20082012, 2011 and 2009:2010:
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
| |
|
|
|
|
|
|
|
|
|
| |
2009 Dispositions: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
68th Street Asset |
| Miami, FL |
| January 2009 |
| 1 |
| $ | 2,973 |
|
Albuquerque, NM Asset |
| Albuquerque, NM |
| April 2009 |
| 1 |
| 2,825 |
| |
S. Palmetto Asset |
| Ontario, CA |
| June 2009 |
| 1 |
| 5,925 |
| |
Hotel Circle Asset |
| Albuquerque, NM |
| July 2009 |
| 1 |
| 3,600 |
| |
Jersey City Asset |
| Jersey City, NJ |
| August 2009 |
| 1 |
| 11,625 |
| |
Dale Mabry Asset |
| Tampa, FL |
| August 2009 |
| 1 |
| 2,800 |
| |
Winner Assets |
| Multiple locations in CO |
| September 2009 |
| 6 |
| 17,300 |
| |
Baton Rouge Asset (Eminent Domain) |
| Baton Rouge, LA |
| September 2009 |
| (b) |
| 1,918 |
| |
North H Street Asset (Eminent Domain) |
| San Bernardino, CA |
| September 2009 |
| 1 |
| (c | ) | |
Boulder Assets (a) |
| Boulder, CO |
| September 2009 |
| 4 |
| 32,000 |
| |
Winner Assets |
| Multiple locations in CO |
| October 2009 |
| 2 |
| 6,600 |
| |
Brecksville Asset |
| Brecksville, OH |
| November 2009 |
| 1 |
| 3,300 |
| |
|
|
|
|
|
| 20 |
| $ | 90,866 |
|
|
|
|
|
|
|
|
|
|
| |
2008 Acquisitions: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
Uptown Asset |
| Washington, DC |
| January 2008 |
| 1 |
| $ | 13,300 |
|
|
|
|
|
|
|
|
|
|
| |
2008 Dispositions: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| |
77th Street Asset |
| Miami, FL |
| March 2008 |
| 1 |
| $ | 2,175 |
|
Leesburg Asset |
| Leesburg, FL |
| March 2008 |
| 1 |
| 2,400 |
| |
Lakeland Asset |
| Lakeland, FL |
| April 2008 |
| 1 |
| 2,050 |
| |
Endicott Asset |
| Union, NY |
| May 2008 |
| 1 |
| 2,250 |
| |
Linden Asset |
| Linden, NJ |
| June 2008 |
| 1 |
| 2,825 |
| |
Baton Rouge/Prairieville Assets |
| Multiple Locations in LA |
| June 2008 |
| 2 |
| 5,400 |
| |
Churchill Assets |
| Multiple locations in MS |
| August 2008 |
| 4 |
| 8,333 |
| |
Biloxi/Gulf Breeze Assets |
| Multiple locations in MS/FL |
| September 2008 |
| 2 |
| 10,760 |
| |
Deland Asset |
| Deland, FL |
| September 2008 |
| 1 |
| 2,780 |
| |
Mobile Assets |
| Mobile, AL |
| September 2008 |
| 2 |
| 6,140 |
| |
Hudson Assets |
| Hudson, OH |
| October 2008 |
| 2 |
| 2,640 |
| |
Stuart/Vero Beach Assets |
| Multiple locations in FL |
| October 2008 |
| 2 |
| 4,550 |
| |
Skipper Road Assets |
| Multiple locations in FL |
| November 2008 |
| 2 |
| 5,020 |
| |
Waterway Asset |
| Miami, FL |
| December 2008 |
| 1 |
| 4,635 |
| |
|
|
|
|
|
| 23 |
| $ | 61,958 |
|
Facility/Portfolio |
| Location |
| Transaction Date |
| Number of Facilities |
| Purchase / Sales |
| |
2012 Acquisitions: |
|
|
|
|
|
|
|
|
| |
Houston Asset |
| Houston, TX |
| February 2012 |
| 1 |
| $ | 5,100 |
|
Dunwoody Asset |
| Dunwoody, GA |
| February 2012 |
| 1 |
| 6,900 |
| |
Mansfield Asset |
| Mansfield, TX |
| June 2012 |
| 1 |
| 4,970 |
| |
Texas Assets |
| Multiple locations in TX |
| July 2012 |
| 4 |
| 18,150 |
| |
Allen Asset |
| Allen, TX |
| July 2012 |
| 1 |
| 5,130 |
| |
Norwalk Asset |
| Norwalk, CT |
| July 2012 |
| 1 |
| 5,000 |
| |
Storage Deluxe Assets |
| Multiple locations in NY and CT |
| February/ April/ August 2012 |
| 6 |
| 201,910 |
| |
Eisenhower Asset |
| Alexandria, VA |
| August 2012 |
| 1 |
| 19,750 |
| |
New Jersey Assets |
| Multiple locations in NJ |
| August 2012 |
| 2 |
| 10,750 |
| |
Georgia/ Florida Assets |
| Multiple locations in GA and FL |
| August 2012 |
| 3 |
| 13,370 |
| |
Peachtree Asset |
| Peachtree City, GA |
| August 2012 |
| 1 |
| 3,100 |
| |
HSREV Assets |
| Multiple locations in PA, NY, NJ, VA and FL |
| September 2012 |
| 9 |
| 102,000 | (a) | |
Leetsdale Asset |
| Denver, CO |
| September 2012 |
| 1 |
| 10,600 |
| |
Orlando/ West Palm Beach Assets |
| Multiple locations in FL |
| November 2012 |
| 2 |
| 13,010 |
| |
Exton/ Cherry Hill Assets |
| Multiple locations in NJ and PA |
| December 2012 |
| 2 |
| 7,800 |
| |
Carrollton Asset |
| Carrollton, TX |
| December 2012 |
| 1 |
| 4,800 |
| |
|
|
|
|
|
| 37 |
| $ | 432,340 |
|
2012 Dispositions: |
|
|
|
|
|
|
|
|
| |
Michigan Assets |
| Multiple locations in MI |
| June 2012 |
| 3 |
| $ | 6,362 |
|
Gulf Coast Assets |
| Multiple locations in LA, AL and MS |
| June 2012 |
| 5 |
| 16,800 |
| |
New Mexico Assets (b) |
| Multiple locations in NM |
| August 2012 |
| 6 |
| 7,500 |
| |
San Bernardino Asset |
| San Bernardino, CA |
| August 2012 |
| 1 |
| 5,000 |
| |
Florida/ Tennessee Assets |
| Multiple locations in FL and TN |
| November 2012 |
| 3 |
| 6,550 |
| |
Ohio Assets |
| Multiple locations in OH |
| November 2012 |
| 8 |
| 17,750 |
| |
|
|
|
|
|
| 26 |
| $ | 59,962 |
|
2011 Acquisitions: |
|
|
|
|
|
|
|
|
| |
Burke Lake Asset |
| Fairfax Station, VA |
| January 2011 |
| 1 |
| $ | 14,000 |
|
West Dixie Asset |
| Miami, FL |
| April 2011 |
| 1 |
| 13,500 |
| |
White Plains Asset |
| White Plains, NY |
| May 2011 |
| 1 |
| 23,000 |
| |
Phoenix Asset |
| Phoenix, AZ |
| May 2011 |
| 1 |
| 612 |
| |
Houston Asset |
| Houston, TX |
| June 2011 |
| 1 |
| 7,600 |
| |
Duluth Asset |
| Duluth, GA |
| July 2011 |
| 1 |
| 2,500 |
| |
Atlanta Assets |
| Atlanta, GA |
| July 2011 |
| 2 |
| 6,975 |
| |
District Heights Asset |
| District Heights, MD |
| August 2011 |
| 1 |
| 10,400 |
| |
Storage Deluxe Assets |
| Multiple locations in NY, CT and PA |
| November 2011 |
| 16 |
| 357,310 |
| |
Leesburg Asset |
| Leesburg, VA |
| November 2011 |
| 1 |
| 13,000 |
| |
Washington, DC Asset |
| Washington, DC |
| December 2011 |
| 1 |
| 18,250 |
| |
|
|
|
|
|
| 27 |
| $ | 467,147 |
|
2011 Dispositions: |
|
|
|
|
|
|
|
|
| |
Flagship Assets |
| Multiple locations in IN and OH |
| August 2011 |
| 18 |
| $ | 43,500 |
|
Portage Asset |
| Portage, MI |
| November 2011 |
| 1 |
| 1,700 |
| |
|
|
|
|
|
| 19 |
| $ | 45,200 |
|
2010 Acquisitions: |
|
|
|
|
|
|
|
|
| |
Frisco Asset |
| Frisco, TX |
| July 2010 |
| 1 |
| $ | 5,800 |
|
New York City Assets |
| New York, NY |
| September 2010 |
| 2 |
| 26,700 |
| |
Northeast Assets |
| Multiple locations in NJ, NY and MA |
| November 2010 |
| 5 |
| 18,560 |
| |
Manassas Asset |
| Manassas, VA |
| November 2010 |
| 1 |
| 6,050 |
| |
Apopka Asset |
| Orlando, FL |
| November 2010 |
| 1 |
| 4,235 |
| |
Wyckoff Asset |
| Queens, NY |
| December 2010 |
| 1 |
| 13,600 |
| |
McLearen Asset |
| McLearen, VA |
| December 2010 |
| 1 |
| 10,200 |
| |
|
|
|
|
|
| 12 |
| $ | 85,145 |
|
2010 Dispositions: |
|
|
|
|
|
|
|
|
| |
Sun City Asset |
| Sun City, CA |
| October 2010 |
| 1 |
| $ | 3,100 |
|
Inland Empire/Fayetteville Assets |
| Multiple locations in CA and NC |
| December 2010 |
| 15 |
| 35,000 |
| |
|
|
|
|
|
| 16 |
| $ | 38,100 |
|
(a) Purchase price listed represents the fair value of the assets at acquisition.
(b)The Company provided $17.6issued financing in the amount of $5.3 million in seller financing to the buyer in conjunction with the New Mexico Assets disposition.
4. ACQUISITIONS
Storage Deluxe Acquisition
During 2012, as part of the Boulder Assets disposition.
(b)Approximately one third$560 million Storage Deluxe transaction involving 22 Class A self-storage facilities located primarily in the greater New York City area, the Company acquired the final six properties with a purchase price of approximately $201.9 million. The six properties purchased are located in New York and Connecticut. In connection with the acquisitions, the Company allocated a portion of the Baton Rouge Assetpurchase price to the intangible value of in-place leases which aggregated $12.3 million. The estimated life of these in-place leases is 12 months and the amortization expense that was takenrecognized during 2012 was approximately $7.9 million. In connection with the six acquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $93.1 million, which includes an outstanding principal balance totaling $88.9 million and a net premium of $4.2 million in conjunctionaddition to the face value of the assumed debt to reflect the fair values of the debt at the time of assumption.
On November 3, 2011, the Company acquired 16 properties from Storage Deluxe for a purchase price of approximately $357.3 million. The 16 properties purchased are located in New York, Connecticut and Pennsylvania. In connection with eminent domain proceedings.this acquisition, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $18.1 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during 2012 was approximately $15.1 million.
Other 2012 Acquisitions
On September 28, 2012, the Company continues to own and operatepurchased, from its joint venture partner, the remaining two thirds50% ownership in HSREV. See note 5 — “Investment in Unconsolidated Real Estate Ventures” for additional discussion of this acquisition.
During 2012,the Company acquired an additional 22 self-storage facilities located throughout the United States for an aggregate purchase price of approximately $128.4 million. In connection with these acquisitions, the Company allocated a portion of the assetpurchase price to the intangible value of in-place leases which aggregated $13.2 million. The estimated life of these in-place leases is 12 months and include the asset in the Company’s total portfolio property count.
(c)The entiretyamortization expense that was recognized during 2012 was approximately $4.8 million. In connection with two of the North H Street Asset was takenacquired facilities, the Company assumed mortgage debt, and recorded the debt at a fair value of $13.9 million, which includes an outstanding principal balance totaling $13.4 million and a net premium of $0.5 million in conjunctionaddition to the face value of the assumed debt to reflect the fair values of the debt at the time of assumption.
Other 2011 Acquisitions
During 2011,the Company acquired 11 self-storage facilities, in addition to the aforementioned Storage Deluxe Acquisition, located throughout the United States for an aggregate purchase price of approximately $109.8 million. In connection with eminent domain proceedingsthese acquisitions, the Company allocated a portion of the purchase price to the intangible value of in-place leases which aggregated $7.0 million. The estimated life of these in-place leases is 12 months and the amortization expense that was recognized during 2012 was approximately $4.2 million. In connection with three of the acquisitions, the Company removed this asset from its total portfolio asset count. The Company expectsassumed mortgage debt, and recorded the debt at a fair value of $21.8 million, which included an outstanding principal balance totaling $21.4 million and a net premium of $0.4 million in addition to finalize compensatory terms with discussions with the Stateface value of California by the fourth quarterassumed debt to reflect the fair values of 2010.the debt at the time of assumption.
4. INTANGIBLE ASSETS5. INVESTMENT IN UNCONSOLIDATED REAL ESTATE VENTURES
During the year ended December 31, 2007,On September 26, 2011, the Company acquired finite-livedcontributed $15.4 million in cash for a 50% interest in HSREV, a partnership that owned nine storage facilities in Pennsylvania, Virginia, New York, New Jersey and Florida. The other partner held the remaining 50% interest in the partnership. HSREV was not consolidated because the Company was not the primary beneficiary, the limited partners had the ability to dissolve or remove the Company without cause and the Company did not possess substantive participating rights. The Company accounts for its unconsolidated interests in its Real Estate Ventures using the equity method. The Company’s investment in HSREV was included in Investment in real estate ventures, at equity on the Company’s consolidated balance sheet and earnings attributable to HSREV were presented in Equity in losses of real estate ventures on the Company’s consolidated statements of operations.
As noted in Note 4 — “Acquisitions,” on September 28, 2012, the Company purchased the remaining 50% ownership in HSREV, for cash of $21.7 million. In addition, upon taking control of these assets, the Company repaid $59.3 million of mortgage loans related to the properties. Following the acquisition, the Company wholly owns the nine storage facilities which are unencumbered and have a fair value of $102 million. In connection with this acquisition, the Company allocated a portion of the fair value to the intangible assets valued at approximately $6.8 million as part of its 2007 acquisitions. These assets represent the value of in-place leases at the time of acquisition. The intangible assets became fully amortized, with $4.6 million and $2.2 million recognized as amortization expense during the year ended December 31, 2008 and 2007, respectively.
During the quarter ended March 31, 2008, the Company acquired a finite-lived intangible asset valued at approximately $1.0 million as part of its acquisition of one self-storage facility. This asset represents the value of in-place leases at the time of acquisition.which aggregated $8.3 million. The estimated life of this asset atthese in-place leases is 12 months and the time of acquisition was 12 months. The Company recognized amortization expense relatedthat was recognized during 2012 was approximately $2.1 million. As described above, the Company previously accounted for its investment in HSREV using the equity method. As a result of this transaction, the Company obtained control of HSREV. The Company’s original 50% interest was remeasured and as a result, during 2012, the Company recorded a gain of approximately $7.0 million, which is reflected in Gain on remeasurement of investment in real estate venture on the accompanying statements of operations.
The amounts reflected in the following tables are based on the historical financial information of the real estate venture.
The following is a summary of the financial position of the real estate venture as of December 31, 2011 (in thousands):
|
| December 31, |
| |
|
| 2011 |
| |
|
|
|
| |
Assets |
|
|
| |
Net property |
| $ | 78,677 |
|
Other assets |
| 2,242 |
| |
Total Assets |
| $ | 80,919 |
|
|
|
|
| |
Liabilities and equity |
|
|
| |
Other liabilities |
| $ | 867 |
|
Debt (a) |
| 60,083 |
| |
Equity: |
|
|
| |
CubeSmart (b) |
| 9,984 |
| |
Joint venture partner |
| 9,985 |
| |
Total Liabilities and equity |
| $ | 80,919 |
|
(a)The real estate venture’s debt was due to this assetmature on July 31, 2014, with interest payable at 6%. HSREV’s creditors had no recourse to the general credit of $0.1 millionthe Company.
(b)The difference between the Company’s share of the net assets of the unconsolidated real estate ventures and $0.9 million during the 2009Company’s investment in real estate ventures per the accompanying consolidated balance sheets relates primarily to purchase price adjustments that are recorded by the Company on its financial statements in accordance with GAAP, but are not reflected in the above summary of the financial position of the real estate venture.
The following is a summary of results of operations of the real estate venture for the years ended December 31, 2012 and 20082011 (in thousands).
|
| Year ended December 31, |
| ||||
|
| 2012 |
| 2011 |
| ||
|
|
|
|
|
| ||
Revenue |
| $ | 7,229 |
| $ | 9,354 |
|
Operating expenses |
| 3,010 |
| 3,879 |
| ||
Interest expense, net |
| 2,690 |
| 3,969 |
| ||
Depreciation and amortization |
| 2,691 |
| 4,115 |
| ||
Net loss |
| (1,162 | ) | (2,609 | ) | ||
Company’s share of loss |
| (745 | ) | (281 | ) | ||
The results of operations above include the periods respectively.from September 26, 2011(date of acquisition) through December 31, 2011, and January 1, 2012 through September 28, 2012 (date of disposition), the date of the Company’s acquisition of the remaining 50% interest.
5. SECURED CREDIT FACILITY,6. UNSECURED SENIOR NOTES
On June 26, 2012, the Operating Partnership issued $250 million in aggregate principal amount of unsecured senior notes due July 15, 2022 (the “senior notes”) which bear interest at a rate of 4.80%. The senior notes had an effective interest rate of 4.82% at December 31, 2012. ��The indenture under which the unsecured 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 less than 1.5:1 after giving effect to the incurrence of the debt. The indenture also restricts the ability of the Operating Partnership and its subsidiaries to incur secured debt unless the Operating Partnership and its consolidated subsidiaries comply with a secured debt leverage ratio not to exceed 40% after giving effect to the incurrence of the debt. The indenture also contains other financial and customary covenants, including a covenant not to own unencumbered assets with a value less than 150% of the unsecured indebtedness of the Operating Partnership and its consolidated subsidiaries. The Operating Partnership is currently in compliance with all of the financial covenants under the senior notes.
7. REVOLVING CREDIT FACILITY AND SECUREDUNSECURED TERM LOANS
On December 8, 2009, September 29, 2010, the Company and its Operating Partnership entered into a three-year, $450 million senior secured credit facility (the “secured credit facility”), consistingamended the Prior Facility. The Prior Facility, as amended, consisted of a $200 million securedunsecured term loan and a $250 million securedunsecured revolving credit facility. The secured credit facility is secured by mortgages on borrowing base properties. Theand had an outstanding balance on the Company’s secured credit facilityof $43 million as of December 31, 20092010. As amended, the Prior Facility had a three-year term expiring on December 7, 2013, was unsecured, and borrowings on the facility incurred interest on a borrowing spread determined by our leverage levels plus LIBOR.
On June 20, 2011, the Company entered into an unsecured Term Loan Agreement (the “Term Loan Facility”) which consisted of a $100 million term loan with a five-year maturity and a $100 million term loan with a seven-year maturity. The Term Loan Facility permits the Company to request additional advances of five-year or seven-year loans in minimum increments of $5 million provided that the aggregate of such additional advances does not exceed $50 million. The Company incurred costs of $2.1 million in connection with executing the agreement and capitalized such costs as a component of loan procurement costs, net of amortization on the consolidated balance sheet. Initially, pricing on the Term Loan Facility ranged, depending on the Company’s leverage levels, from 1.90% to 2.75% over LIBOR for the five-year loan, and from 2.05% to 2.85% over LIBOR for the seven-year loan, and each loan has no LIBOR floor. As of December 31, 2011, the Company had received two investment grade ratings, and therefore pricing on the Term Loan Facility now ranges from 1.45% to 2.10% over LIBOR for the five-year loan and from 1.60% to 2.25% over LIBOR for the seven-year loan.
On December 9, 2011, the Company entered into a new credit facility comprised of a $100 million unsecured term loan maturing in December 2014; a $200 million unsecured term loan maturing in March 2017; and a $300 million unsecured revolving facility maturing in December 2015 (the “Credit Facility”). The Credit Facility replaced in its entirety the Prior Facility.
Pricing on the Credit Facility depends on the Company’s unsecured debt credit rating. At our current Baa3/BBB- level, amounts drawn under the revolving facility are priced at 1.48% over LIBOR, with no LIBOR floor. Amounts drawn under the term loan portion of the Credit Facility are priced at 1.75% over LIBOR, with no LIBOR floor.
As of December 31, 2012, $200 million of securedunsecured term loan borrowings.borrowings were outstanding under the Term Loan Facility, $300 million of unsecured term loans and $45 million of unsecured revolving loan borrowings were outstanding under the Credit Facility, and $254.8 million was available for borrowing on the unsecured revolving portion of the Credit Facility. The Company had interest rate swaps as of December 31, 2012, that fix LIBOR on $200 million of borrowings under the Credit Facility maturing in March 2017 at 1.34%. In addition, at December 31, 2012, the Company had interest rate swaps that fix LIBOR on both the five and seven-year term loans under the Term Loan Facility through their respective maturity dates. The interest rate swap agreements fix thirty day LIBOR over the terms of the five and seven-year term loans at 1.80% and 2.47%, respectively. As of December 2009, approximately $250 million was available under the Company’s secured credit facility. Borrowings under the secured credit facility bear interest ranging from 3.25% to 4.00% over LIBOR, with a LIBOR floor of 1.5%, depending on our leverage ratio. At December 31, 2009,2012, borrowings under the secured credit facilityCredit Facility and Term Loan Facility had aan effective weighted average interest rate of 5.0%3.15%.
The Term Loan Facility and the term loans under the Credit Facility were fully drawn at December 31, 2012, and no further borrowings may be made under those term loans. The Company’s ability to borrow under the revolving portion of the Credit Facility is subject to ongoing compliance with certain financial covenants which include:
· Maximum total indebtedness to total asset value of 60.0% at any time;
· Minimum fixed charge coverage ratio of 1.50:1.00; and
· Minimum tangible net worth of $821,211,200 plus 75% of net proceeds from equity issuances after June 30, 2010.
Further, under the Credit Facility and Term Loan Facility, the Company wasis restricted from paying distributions on our common shares that would exceed an amount equal to the greater of (i) 95% of our funds from operations, and (ii) such amount as may be necessary to maintain the Parent Company’s REIT status.
The Company is currently in compliance with all of its financial covenants and anticipates being in compliance with all of its financial covenants through the terms of the agreement.Credit Facility and Term Loan Facility.
The secured credit facility replaced the prior, three-year $450 million unsecured credit facility, which was entered into in November 2006, consisting of $200 million in an unsecured term loan and $250 million in unsecured revolving loans. The balance of the unsecured credit facility was paid off in December 2009. Borrowings under this former credit facility incurred interest, at our option, at either an alternative base rate or a Eurodollar rate, in each case, plus an applicable margin based on our leverage ratio or our credit rating. The alternative base interest rate is a fluctuating rate equal to the higher of the prime rate or the sum of the federal funds effective rate plus 50 basis points. The applicable margin for the alternative base rate will vary from 0.00% to 0.50% depending on our leverage ratio prior to achieving an investment grade rating, and will vary from 0.00% to 0.25% depending on our credit rating after achieving an investment grade rating.
On September 14, 2007, the Company and its Operating Partnership entered into a credit agreement that allowed for total secured term loan borrowings of $50.0 million and subsequently amended the agreement on April 3, 2008 to allow for total secured term loan borrowings of $57.4 million. Each term loan bore interest at either an alternative base rate or a Eurodollar rate, at our option, in each case plus an applicable margin. The outstanding term loans were secured by a pledge by the Company’s Operating Partnership of all equity interests in YSI RT LLC, the wholly-owned subsidiary of the Operating Partnership that acquired eight self-storage facilities in September 2007 and one self-storage facility in May 2008. The balance of the term loans was paid off on August 11, 2009.
6.8. MORTGAGE LOANS AND NOTES PAYABLE
The Company’s mortgage loans and notes payable are summarized as follows:
|
| Carrying Value as of: |
|
|
|
|
|
| Carrying Value as of: |
|
|
|
|
| ||||||||
|
| December 31, |
| December 31, |
| Effective |
| Maturity |
|
| December 31, |
| December 31, |
| Effective |
| Maturity |
| ||||
Mortgage Loan |
| 2009 |
| 2008 |
| Interest Rate |
| Date |
|
| 2012 |
| 2011 |
| Interest Rate |
| Date |
| ||||
|
| (in thousands) |
|
|
|
|
|
| (in thousands) |
|
|
|
|
| ||||||||
Acq 6 |
| — |
| 1,701 |
| 8.43 | % | Aug-09 |
| |||||||||||||
YSI 3 |
| — |
| 85,020 |
| 5.09 | % | Nov-09 |
| |||||||||||||
YSI 1 |
| 83,342 |
| 85,105 |
| 5.19 | % | May-10 |
| |||||||||||||
YSI 4 |
| 6,065 |
| 6,150 |
| 5.25 | % | Jul-10 |
| |||||||||||||
YSI 26 |
| 9,475 |
| 9,724 |
| 5.00 | % | Aug-10 |
| |||||||||||||
YSI 25 |
| 7,975 |
| 8,093 |
| 5.00 | % | Oct-10 |
| |||||||||||||
Promissory Notes |
| — |
| 75 |
| 5.97 | % | Nov-10 |
| |||||||||||||
YSI 2 |
| 83,480 |
| 85,213 |
| 5.33 | % | Jan-11 |
| |||||||||||||
YSI 12 |
| 1,520 |
| 1,561 |
| 5.97 | % | Sep-11 |
| |||||||||||||
YSI 13 |
| 1,307 |
| 1,342 |
| 5.97 | % | Sep-11 |
| |||||||||||||
YSI 53 |
| $ | — |
| $ | 9,100 |
| 5.93 | % | Jul-12 |
| |||||||||||
YSI 6 |
| 77,370 |
| 78,543 |
| 5.13 | % | Aug-12 |
|
| — |
| 74,834 |
| 5.13 | % | Aug-12 |
| ||||
YASKY |
| 80,000 |
| 80,000 |
| 4.96 | % | Sep-12 |
|
| — |
| 80,000 |
| 4.96 | % | Sep-12 |
| ||||
USIFB |
| 3,834 |
| 3,509 |
| 4.59 | % | Oct-12 |
| |||||||||||||
YSI 14 |
| 1,812 |
| 1,862 |
| 5.97 | % | Jan-13 |
|
| — |
| 1,703 |
| 5.97 | % | Jan-13 |
| ||||
YSI 7 |
| 3,163 |
| 3,224 |
| 6.50 | % | Jun-13 |
|
| 2,962 |
| 3,032 |
| 6.50 | % | Jun-13 |
| ||||
YSI 8 |
| 1,808 |
| 1,842 |
| 6.50 | % | Jun-13 |
|
| 1,692 |
| 1,733 |
| 6.50 | % | Jun-13 |
| ||||
YSI 9 |
| 1,988 |
| 2,026 |
| 6.50 | % | Jun-13 |
|
| 1,862 |
| 1,906 |
| 6.50 | % | Jun-13 |
| ||||
YSI 17 |
| 4,246 |
| 4,365 |
| 6.32 | % | Jul-13 |
|
| 3,846 |
| 3,987 |
| 6.32 | % | Jul-13 |
| ||||
YSI 27 |
| 516 |
| 532 |
| 5.59 | % | Nov-13 |
|
| 461 |
| 481 |
| 5.59 | % | Nov-13 |
| ||||
YSI 30 |
| 7,567 |
| 7,804 |
| 5.59 | % | Nov-13 |
|
| 6,765 | �� | 7,049 |
| 5.59 | % | Nov-13 |
| ||||
USIFB |
| 7,221 |
| 7,125 |
| 3.49 | % | Dec-13 |
| |||||||||||||
YSI 11 |
| 2,486 |
| 2,548 |
| 5.87 | % | Dec-13 |
|
| 2,276 |
| 2,350 |
| 5.87 | % | Jan-14 |
| ||||
YSI 5 |
| 3,281 |
| 3,363 |
| 5.25 | % | Jan-14 |
|
| 3,001 |
| 3,100 |
| 5.25 | % | Jan-14 |
| ||||
YSI 28 |
| 1,598 |
| 1,638 |
| 5.59 | % | Feb-14 |
|
| 1,460 |
| 1,509 |
| 5.59 | % | Mar-14 |
| ||||
YSI 34 |
| 14,955 |
| — |
| 8.00 | % | Jun-14 |
| |||||||||||||
YSI 37 |
| 2,244 |
| — |
| 7.25 | % | Aug-14 |
|
| — |
| 2,174 |
| 7.25 | % | Aug-14 |
| ||||
YSI 40 |
| 2,581 |
| — |
| 7.25 | % | Aug-14 |
| |||||||||||||
YSI 42 |
| 3,263 |
| — |
| 6.88 | % | Aug-14 |
| |||||||||||||
YSI 44 |
| 1,121 |
| — |
| 7.00 | % | Sep-14 |
|
| — |
| 1,070 |
| 7.00 | % | Sep-14 |
| ||||
YSI 41 |
| 3,976 |
| — |
| 6.60 | % | Sep-14 |
|
| — |
| 3,775 |
| 6.60 | % | Sep-14 |
| ||||
YSI 38 |
| 4,078 |
| — |
| 6.35 | % | Sep-14 |
| |||||||||||||
YSI 45 |
| 5,527 |
| — |
| 6.75 | % | Oct-14 |
|
| — |
| 5,353 |
| 6.75 | % | Oct-14 |
| ||||
YSI 46 |
| 3,486 |
| — |
| 6.75 | % | Oct-14 |
| |||||||||||||
YSI 43 |
| 2,994 |
| — |
| 6.50 | % | Nov-14 |
| |||||||||||||
YSI 48 |
| 25,652 |
| — |
| 7.25 | % | Nov-14 |
|
| — |
| 24,870 |
| 7.25 | % | Nov-14 |
| ||||
YSI 39 |
| 3,991 |
| — |
| 6.50 | % | Nov-14 |
| |||||||||||||
YSI 50 |
| 2,380 |
| — |
| 6.75 | % | Dec-14 |
|
| — |
| 2,260 |
| 6.75 | % | Dec-14 |
| ||||
YSI 10 |
| 4,166 |
| 4,237 |
| 5.87 | % | Jan-15 |
|
| 3,928 |
| 4,011 |
| 5.87 | % | Jan-15 |
| ||||
YSI 15 |
| 1,920 |
| 1,961 |
| 6.41 | % | Jan-15 |
|
| 1,784 |
| 1,832 |
| 6.41 | % | Jan-15 |
| ||||
YSI 52 |
| 4,721 |
| 4,884 |
| 5.44 | % | Jan-15 |
| |||||||||||||
YSI 58 |
| 8,974 |
| — |
| 2.97 | % | Jan-15 |
| |||||||||||||
YSI 29 |
| 13,060 |
| — |
| 3.69 | % | Aug-15 |
| |||||||||||||
YSI 20 |
| 64,258 |
| 65,953 |
| 5.97 | % | Nov-15 |
|
| 58,524 |
| 60,551 |
| 5.97 | % | Nov-15 |
| ||||
YSI 59 |
| 9,603 |
| — |
| 4.82 | % | Mar-16 |
| |||||||||||||
YSI 60 |
| 3,725 |
| — |
| 5.04 | % | Aug-16 |
| |||||||||||||
YSI 51 |
| 7,325 |
| 7,423 |
| 6.36 | % | Oct-16 |
| |||||||||||||
YSI 31 |
| 13,891 |
| — |
| 6.75 | % | Jun-19 | (a) |
| — |
| 13,414 |
| 6.75 | % | Jun-19 | (a) | ||||
YSI 35 |
| 4,499 |
| — |
| 6.90 | % | Jul-19 | (a) |
| 4,373 |
| 4,464 |
| 6.90 | % | Jul-19 | (a) | ||||
YSI 32 |
| 6,160 |
| — |
| 6.75 | % | Jul-19 | (a) |
| — |
| 5,950 |
| 6.75 | % | Jul-19 | (a) | ||||
YSI 33 |
| 11,570 |
| — |
| 6.42 | % | Jul-19 |
|
| 10,930 |
| 11,157 |
| 6.42 | % | Jul-19 |
| ||||
YSI 39 |
| — |
| 3,867 |
| 6.50 | % | Sep-19 | (a) | |||||||||||||
YSI 47 |
| 3,250 |
| — |
| 6.63 | % | Jan-20 | (a) |
| — |
| 3,091 |
| 6.63 | % | Jan-20 | (a) | ||||
YSI 26 |
| 9,102 |
| — |
| 4.56 | % | Nov-20 |
| |||||||||||||
YSI 57 |
| 3,195 |
| — |
| 4.61 | % | Nov-20 |
| |||||||||||||
YSI 55 |
| 24,502 |
| — |
| 4.85 | % | Jun-21 |
| |||||||||||||
YSI 24 |
| 29,141 |
| — |
| 4.64 | % | Jun-21 |
| |||||||||||||
Unamortized fair value adjustment |
| 231 |
| 694 |
|
|
|
|
|
| 4,326 |
| 386 |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total mortgage loans and notes payable |
| $ | 569,026 |
| $ | 548,085 |
|
|
|
|
|
| $ | 228,759 |
| $ | 358,441 |
|
|
|
|
|
(a) These borrowings have a fixed interest rate for the first 5five years of their term, which then resets and remains constant over the final 5five years of the loan term.
During 2009, the Company entered into secured financings with 17 regional banks. The financings are summarized as follows (dollars in thousands):
|
| Carrying |
|
|
|
|
|
|
|
|
| |
|
| Value as of: |
|
|
|
|
|
|
|
|
| |
|
| December 31, |
|
|
| Properties |
| Effective |
| Maturity |
| |
Mortgage Loan |
| 2009 |
| State(s) |
| Encumbered |
| Interest Rate |
| Date |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
YSI 34 |
| $ | 14,955 |
| TX |
| 8 |
| 8.00 | % | Jun-14 |
|
YSI 37 |
| 2,244 |
| GA |
| 1 |
| 7.25 | % | Aug-14 |
| |
YSI 40 |
| 2,581 |
| TN |
| 1 |
| 7.25 | % | Aug-14 |
| |
YSI 42 |
| 3,263 |
| FL |
| 1 |
| 6.88 | % | Aug-14 |
| |
YSI 44 |
| 1,121 |
| FL |
| 1 |
| 7.00 | % | Sep-14 |
| |
YSI 41 |
| 3,976 |
| TN |
| 2 |
| 6.60 | % | Sep-14 |
| |
YSI 38 |
| 4,078 |
| TN |
| 3 |
| 6.35 | % | Sep-14 |
| |
YSI 45 |
| 5,527 |
| TN |
| 1 |
| 6.75 | % | Oct-14 |
| |
YSI 46 |
| 3,486 |
| IL |
| 1 |
| 6.75 | % | Oct-14 |
| |
YSI 43 |
| 2,994 |
| AZ |
| 1 |
| 6.50 | % | Nov-14 |
| |
YSI 48 |
| 25,652 |
| CA |
| 9 |
| 7.25 | % | Nov-14 |
| |
YSI 39 |
| 3,991 |
| FL |
| 1 |
| 6.50 | % | Nov-14 |
| |
YSI 50 |
| 2,380 |
| IL |
| 1 |
| 6.75 | % | Dec-14 |
| |
YSI 31 |
| 13,891 |
| NJ |
| 4 |
| 6.75 | % | Jun-19 |
| |
YSI 35 |
| 4,499 |
| VA |
| 2 |
| 6.90 | % | Jul-19 |
| |
YSI 32 |
| 6,160 |
| NY |
| 2 |
| 6.75 | % | Jul-19 |
| |
YSI 33 |
| 11,570 |
| D.C., FL & TX |
| 4 |
| 6.42 | % | Jul-19 |
| |
YSI 47 |
| 3,250 |
| MA |
| 1 |
| 6.63 | % | Jan-20 |
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
| $ | 115,618 |
|
|
|
|
|
|
|
|
|
As of December 31, 20092012 and 2008,2011, the Company’s mortgage loans payable were secured by certain of its self-storage facilities with net book values of approximately $776$440 million and $689$514 million, respectively. The following table represents the future principal payment requirements on the outstanding mortgage loans and notes payable at December 31, 20092012 (in thousands):
2010 |
| $ | 114,516 |
| ||||
2011 |
| 90,541 |
| |||||
2012 |
| 163,817 |
| |||||
2013 |
| 26,238 |
|
| $ | 30,136 |
| |
2014 |
| 91,091 |
|
| 12,149 |
| ||
2015 and thereafter |
| 82,592 |
| |||||
2015 |
| 86,689 |
| |||||
2016 |
| 21,261 |
| |||||
2017 |
| 1,863 |
| |||||
2018 and thereafter |
| 72,335 |
| |||||
Total mortgage payments |
| 568,795 |
|
| 224,433 |
| ||
Plus: Unamortized fair value adjustment |
| 231 |
|
| 4,326 |
| ||
Total mortgage indebtedness |
| $ | 569,026 |
|
| $ | 228,759 |
|
The Company currently intends to fund its 2010 future2013 principal payment requirements from cash provided by operating activities, as well asnew debt originations, and/or additional borrowings under our secured credit facilityunsecured 2011 Credit Facility ($250254.8 million available as of December 31, 2009)2012).
7.9. NONCONTROLLING INTERESTS
Variable Interests in Consolidated Real Estate Joint Ventures
On August 13, 2009, the Company, through a wholly-owned affiliate, formed a joint venture (“HART”) with an affiliate of Heitman, LLC (“Heitman”) to own and operate 22 self-storage facilities, which are located throughout the United States. Upon formation, Heitman contributed approximately $51 million of cash to a newly-formed limited partnership and the Company contributed certain unencumbered wholly-owned properties with an agreed upon value of approximately $102 million to such limited partnership. In exchange for its contribution of those properties, the Company received a cash distribution from HART of approximately $51 million and retained a 50 percent50% interest in HART. The Company iswas the managing partner of HART and the manager ofmanaged the properties owned by HART and receivesin exchange for a market rate management fee for its management services.
In December 2003, the FASB issued a pronouncement regarding variable interest entities.fee. The Company determined that HART iswas a variable interest entity, as defined by the pronouncement, and that we arethe Company was the primary beneficiary. Accordingly, the Company consolidated the assets, liabilities and results of operations of HART. The 50% interest that iswas owned by Heitman iswas reflected inas noncontrolling interest in subsidiaries within permanent equity, and separate from the Company’s equity on the consolidated balance sheet.sheets.
On August 13, 2012, the Company purchased the remaining 50% interest in HART from Heitman for $61.1 million, and now owns 100% of HART. Accordingly, the assets, liabilitiesCompany wholly owns the properties which are unencumbered by any property-level secured debt. The Company previously consolidated HART, and resultstherefore the acquisition of operationsthe remaining 50% interest is reflected in the equity section of HART arethe accompanying consolidated balance sheets. As a result of the transaction, the Company eliminated noncontrolling interest in our consolidated financial statements. At December 31, 2009, HART had total assetssubsidiaries of $91.6$38.7 million and total liabilitiesrecorded a reduction to additional paid in capital of $1.9$18.5 million.
USIFB, LLP (“the Venture”) was formed to own, operate, acquire and develop self-storage facilities in England. The Company hasowns a 97% interest in the Venture and through a wholly-owned subsidiary and together with its joint venture partner,the Venture commenced operations began at one facilitytwo facilities in London, England during 2008. The Company has determined that the Venture is a variable interest entity, as defined by the codification discussed above, and that the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities and results of operations of the Venture are consolidated in the Company’s consolidated financial statements.Venture. At December 31, 2009,2012, the Venture had total assets of $7.8$11.8 million and total liabilities of $4.3$7.9 million, and aincluding two mortgage loan of $3.8loans totaling $7.2 million secured by assetsstorage facilities with a net book value of $7.5$11.6 million. At December 31, 2009,2012, the Venture’s creditors had no recourse to the general credit of the Company.
Operating Partnership Ownership
The Company has followed the FASBfollows guidance regarding the classification and measurement of redeemable securities. PerUnder 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.equity/capital. This would resultclassification results in certain outside ownership interests being included as redeemable noncontrolling interests outside of permanent equityequity/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 noncontrollingredeemable ownership interests in the Limited Partnership held by third parties for which the CompanyCubeSmart has a choice to settle the contractredemption by delivery of its own shares, the CompanyOperating Partnership considered the guidance regarding accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock,shares, to evaluate whether the CompanyCubeSmart 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 so that the carrying value equalsto the greater of itsthe carrying value based on the accumulation of historical cost or itsthe redemption value.
The consolidated resultsApproximately 2.4% of the Company include results attributable to unitsoutstanding OP Units as of December 31, 2012 and 3.7% of the Operating Partnership that areoutstanding OP Units as of December 31, 2011 were not owned by the Company, which amounted to approximately 4.9% and 8.1% of all outstanding Partnership units as of December 31, 2009 and December 31, 2008, respectively. Thesegeneral partner. The interests were issued in the form of Operating Partnership units andrepresented by these OP Units were a component of the consideration that the CompanyOperating Partnership paid to acquire certain self-storage facilities. LimitedThe holders of the OP Units are limited partners who acquiredin the Operating Partnership unitsand have the right to require the Operating PartnershipCubeSmart to redeem partall or allpart of their Operating Partnership unitsOP Units for, at the Company’sgeneral partner’s option, an equivalent number of common shares of the CompanyCubeSmart or cash based upon the fair market value of an equivalent number of common shares of the Company.CubeSmart. However, the partnership agreement contains certain circumstancesprovisions that could result in a settlement outside the control of CubeSmart and the Company.Operating Partnership, as CubeSmart does not have the ability to settle in unregistered shares. Accordingly, consistent with the guidance, the CompanyOperating Partnership will record these noncontrolling intereststhe OP Units owned by third parties outside of permanent equitycapital in the consolidated balance sheets. Net income or loss related to these noncontrolling intereststhe OP Units owned by third parties is excluded from net income or loss attributable to Operating Partner in the consolidated statements of operations.
The fair value of the Company’s common shares when calculated for the purposes of unitper Unit cash redemption will beamount would equal to the average of the closing trading priceprices of the Company’s common shares of CubeSmart on the New York Stock Exchange for the 10 trading
Table days ending prior to CubeSmart’s receipt of Contents
days before the date the Company receives the redemption notice.notice for the applicable Unit. At December 31, 20092012 and December 31, 2008, 4,809,6362011, 3,293,730 and 4,674,136 OP units, and 5,079,928 unitsrespectively, were outstanding respectively, and as of December 31, 2009, the calculated aggregate redemption value of outstanding Operating PartnershipOP units was based upon the Company’sCubeSmart’s average closing share price was approximately $35.4 million.prices. Based on the Company’s evaluation of the redemption value of the redeemable noncontrolling interest, the Company has reflected these interests at their carryingredemption value as ofat December 31, 20092012 and December 31, 20082011, as carrying cost exceeded the estimated redemption value exceeded their carrying value. The Operating Partnership recorded an increase to OP Units owned by third parties and a corresponding decrease to capital of $19.5 million and $7.1 million at December 31, 2012 and 2011, respectively.
8.10. RELATED PARTY TRANSACTIONS
Robert J. Amsdell, former Chief Executive Officer and Chairman of the Board of Trustees, retired from the Board effective as of February 13, 2007. Barry L. Amsdell submitted his letter of resignation from the Board on February 20, 2007. Effective as of February 19, 2007, Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, resigned.
Amsdell Settlement/Rising Tide Acquisition
On September 14, 2007, the Company settled all pending state and federal court litigation involving the Company and the interests of Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Kyle Amsdell, son of Robert and brother of Todd Amsdell (collectively, the “Amsdells”), and Rising Tide Development LLC, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell (“Rising Tide”). The Board of Trustees of the Company, along with the Corporate Governance and Nominating Committee, approved the terms of the settlement.
In addition, on September 14, 2007, the Operating Partnership purchased 14 self-storage facilities from Rising Tide (the “Rising Tide Properties”) for an aggregate purchase price of $121 million pursuant to a purchase and sale agreement. In connection with the settlement agreement and acquisition of the 14 self storage facilities, the Company considered the provisions of codification issued by the FASB on accounting for pre-existing relationships between the parties to a business combination, and determined that all consideration paid was allocable to the purchase of the storage facilities.
Pursuant to a Settlement Agreement and Mutual Release, dated August 6, 2007, (the “Settlement Agreement”) which was conditioned upon the acquisition of the 14 self-storage facilities from Rising Tide for $121 million, each of the parties to the agreement executed various agreements. A summary of the various agreements follows:
·Standstill Agreement. Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell agreed they would not commence or participate in any proxy solicitation or initiate any shareholder proposal; take any action to convene a meeting of shareholders; or take any actions, including making any public or private proposal or announcement, that could result in an extraordinary corporate transaction relating to the Company. The standstill agreement terminated on April 20, 2008.
·First Amendment to Lease. The Operating Partnership and Amsdell and Amsdell, an entity owned by Robert and Barry Amsdell, entered into a First Amendment to Lease which modified certain terms of all of the lease agreements the Operating Partnership has with Amsdell and Amsdell for office space in Cleveland, Ohio. The First Amendment provided the Operating Partnership the ability to assign or sublease the office space previously used for its corporate office and certain operations. Separately, Amsdell and Amsdell consented to the Operating Partnership’s proposed sublease to an unrelated party of approximately 22,000 square feet of office space covered by the aforementioned leases.
·Termination of Option Agreement. The Operating Partnership and Rising Tide entered into an Option Termination Agreement that terminated an Option Agreement dated October 27, 2004, by and between the Operating Partnership and Rising Tide. The Option Agreement provided the Operating Partnership with an option to acquire Rising Tide’s right, title and interest to 18 properties, including: the 14 Rising Tide Properties discussed above; three properties that the Operating Partnership acquired in 2005 pursuant to exercise of its option; and one undeveloped property that Rising Tide has the option to acquire and that was not acquired as a part of the purchase and sale agreement.
·Termination of Property Management Agreement, and Marketing and Ancillary Services Agreement. Certain of the Company’s subsidiaries and Rising Tide entered into a Property Management Termination Agreement and a Marketing and Ancillary Services Termination Agreement. Under the Property Management Agreement, the
Company provided property management services for the Rising Tide Properties for a fee equal to the greater of 5.35% of the gross revenues of each property or $1,500 per property per month. Under the Marketing and Ancillary Services Agreement, the Company provided limited marketing and other miscellaneous services for the Rising Tide properties. Management fees earned by YSI Management LLC, from Rising Tide Development, were approximately $0, $0 million and $0.4 million for the years ended December 31, 2009, 2008 and 2007, respectively, and are included in other related party revenues. Accounts receivable from Rising Tide Development at December 31, 2009, 2008 and 2007 were approximately $0, $0 million and $0.4 million, respectively, and are included in due from related parties. No amounts were outstanding as of December 31, 2009. These amounts represent expenses paid on behalf of Rising Tide Development by YSI Management LLC and proceeds from the sale of ancillary items that were reimbursed under standard business terms. In connection with the termination of the Property Management Agreement, expenses relating to property management will be prorated.
·Amendment of Employment and Non-Compete Agreements. As part of the Settlement Agreement, the Company entered into a Modification of Noncompetition Agreement and Termination of Employment Agreement (each a “Modification of Noncompetition Agreement and Termination of Employment Agreement”) with each of Robert J. Amsdell and Todd C. Amsdell, and a Modification of Noncompetition Agreement (“Modification of Noncompetition Agreement”) with Barry L. Amsdell, which terminates and modifies specific provisions of the noncompetition agreement the Company has with each of them, dated October 27, 2004 (the “Original Noncompetition Agreements”). The Original Noncompetition Agreements restrict the ability of Robert J., Barry L. and Todd C. Amsdell to compete with the Company for one year and their ability to solicit employees of the Company for two years from the date of their termination of employment or resignation from service as a Trustee. Pursuant to these modification agreements, Todd C. Amsdell will be able to compete with the Company, and Robert J. and Barry L. Amsdell will be able to (a) develop the one Rising Tide property that the Company did not acquire under the purchase and sale agreement and (b) compete with respect to any property identified as part of a Section 1031 “like-kind exchange” referenced in the purchase and sale agreement. Further, each Original Noncompetition Agreement was modified to allow each of them to hire, for any purpose, any employee or independent contractor who was terminated, has resigned or otherwise left the employment or other service of the Company or any of its affiliates on or prior to June 1, 2007.
The Modification and Noncompetition Agreement and Termination of Employment Agreement with each of Robert J. Amsdell and Todd C. Amsdell also terminates the employment agreements the Company had with each of them, effective as of February 13, 2007 with respect to Robert J. Amsdell and February 19, 2007 with respect to Todd C. Amsdell.
Corporate Office Leases
Pursuant
Subsequent to its entry into lease agreements thatwith related parties for office space, the Operating Partnership entered into sublease agreements with Amsdell and Amsdell during 2007, we rentedvarious unrelated tenants for the related office space from Amsdell and Amsdell at The Parkview Building, a multi-tenant office building of approximately 40,000 square feet located at 6745 Engle Road, an office building of approximately 18,000 square feet located at 6751 Engle Road, and an office building of approximately 28,000 square feet located at 6779 Engle Road.space. Each of these properties isare part of Airport Executive Park, a 50-acre office and flex development located in Cleveland, Ohio, which is owned by Amsdell and Amsdell.former executives. Our independent Trustees approved the terms of, and entry into, each of the office lease agreements by the Operating Partnership. The table below shows the office space subject to these lease agreements and certain key provisions, including the term of each lease agreement, the period for which the Operating Partnership may extend the term of each lease agreement, and the minimum and maximum rents payable per month during the term.
Office Space |
| Approximate |
| Term |
| Period of |
| Fixed Minimum |
| Fixed |
| ||
The Parkview Building — 6745 Engle Road; and 6751 Engle Road |
| 21,900 |
| 12/31/2014 |
| Five-year |
| $ | 25,673 |
| $ | 31,205 |
|
6745 Engle Road — Suite 100 |
| 2,212 |
| 12/31/2014 |
| Five-year |
| $ | 3,051 |
| $ | 3,709 |
|
6745 Engle Road — Suite 110 |
| 1,731 |
| 12/31/2014 |
| Five-year |
| $ | 2,387 |
| $ | 2,901 |
|
6751 Engle Road — Suites C and D |
| 3,000 |
| 12/31/2014 |
| Five-year |
| $ | 3,137 |
| $ | 3,771 |
|
6779 Engle Road — Suites G and H |
| 3,500 |
| 12/31/2008 |
| Five-year |
| $ | 3,079 |
| $ | 3,347 |
|
6745 Engle Road — Suite 120 |
| 1,600 |
| 4/30/2007 |
| Three-year |
| $ | 1,800 |
| $ | 1,900 |
|
6779 Engle Road — Suites I and J |
| 3,500 |
| (2 | ) | N/A |
| $ | 3,700 |
| N/A |
|
Office Space |
| Approximate |
| Maturity |
| Period of |
| Fixed Minimum |
| Fixed |
| ||
The Parkview Building — 6745 Engle Road; and 6751 Engle Road |
| 21,900 |
| 12/31/2014 |
| Five-year |
| $ | 25,673 |
| $ | 31,205 |
|
6745 Engle Road — Suite 100 |
| 2,212 |
| 12/31/2014 |
| Five-year |
| $ | 3,051 |
| $ | 3,709 |
|
6745 Engle Road — Suite 110 |
| 1,731 |
| 12/31/2014 |
| Five-year |
| $ | 2,387 |
| $ | 2,901 |
|
6751 Engle Road — Suites C and D |
| 3,000 |
| 12/31/2014 |
| Five-year |
| $ | 3,137 |
| $ | 3,771 |
|
(1) Our operating partnershipOperating Partnership may extend the lease agreement beyond the termination date by the period set forth in this column at prevailing market rates upon the same terms and conditions contained in each of the lease agreements.
(2)In June 2007, the Operating Partnership terminated this lease agreement which had a month-to-month term.
In addition to monthly rent, the office lease agreements provide that our Operating Partnership reimburse Amsdell and Amsdell for certain maintenance and improvements to the leased office space. The total amounts of lease payments incurred under the six office leases during the years ended December 31, 20092012 and December 31, 20082011 were approximately $0.3 million and $0.4 million, respectively.$0.5 million.
Total future minimum rental payments underdue in accordance with the related party lease agreements entered intoand total future cash receipts due from our subtenants as of December 31, 20092012 are as follows:
|
| Due to Related Party |
| Due from Subtenant |
| ||
|
| Amount |
| Amount |
| ||
|
| (in thousands) |
| ||||
|
|
|
|
|
| ||
2010 |
| $ | 453 |
| $ | 278 |
|
2011 |
| 475 |
| 278 |
| ||
2012 |
| 475 |
| 278 |
| ||
2013 |
| 499 |
| 278 |
| ||
2014 |
| 499 |
| 278 |
| ||
|
| $ | 2,401 |
| $ | 1,390 |
|
Other
During the fourth quarter of 2006, the Company engaged a consultant to assist in establishing certain development protocols and processes. In connection with that assignment, the outside consultant utilized the services of the son-in-law of Dean Jernigan, President and Chief Executive Officer of the Company. Our payments for Mr. Jernigan’s son-in-law’s services totaled $168 thousand in 2008 and $149 thousand in 2007. Mr. Jernigan’s son-in-law was hired as a full-time employee of the Company on September 15, 2008.
During the third quarter of 2009, the Company entered into a relocation transaction with a member of management whereby the Company purchased the former residence of the member of management for $985,000 which is recorded as a component of other assets. The Company anticipates selling the asset during 2010.
Registration Rights
Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the “Amsdell Entities” that acquired common shares or Operating Partnership units in the formation transactions which took place at the time of the IPO received certain registration rights. An aggregate of approximately 9.7 million common shares acquired in the formation transactions were subject to a registration rights agreement (including approximately 1.1 million shares issuable upon redemption of approximately 1.1 million Operating Partnership units issued in the formation transactions).
In addition, Rising Tide Development received registration rights with respect to the Operating Partnership units it received in connection with the Company’s acquisition of three option facilities. An aggregate of approximately 0.4 million common shares (which shares are issuable upon redemption of approximately 0.4 million Operating Partnership units issued in connection with the Company’s option exercises) were subject to a registration rights agreement.
In March 2007, the Company filed a Registration Statement on Form S-3 to satisfy all of the abovementioned registration rights.
|
| Due to Related Party |
| Due from Subtenant |
| ||
|
| Amount |
| Amount |
| ||
|
| (in thousands) |
| ||||
|
|
|
|
|
| ||
2013 |
| $ | 499 |
| $ | 314 |
|
2014 |
| 499 |
| 315 |
| ||
|
| $ | 998 |
| $ | 629 |
|
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates their respective book values at December 31, 2009 and 2008. The Company has fixed interest rate loans with a carrying value of $569.0 million and $548.1 million at December 31, 2009 and 2008, respectively. The estimated fair values
of these fixed rate loans were $530.7 million and $527.8 million at December 31, 2009 and 2008, respectively. The Company has variable interest rate loans with a carrying value of $200.0 million and $429.4 million at December 31, 2009 and 2008, respectively. The estimated fair values of the variable interest rate loans were $200.0 million and $423.2 million at December 31, 2009 and 2008, respectively. These estimates are based on discounted cash flow analyses assuming market interest rates for comparable obligations at December 31, 2009 and 2008.
10.11. DISCONTINUED OPERATIONS
For the years ended December 31, 2009, 20082012, 2011 and 2007,2010, discontinued operations relates to 2026 properties that the Company sold during 2009 (one of which was held-for-sale at December 31, 2008), 232012, 19 properties that the Company sold during 2008,2011, and five16 properties that the Company sold during 2007 (see Note 3).2010. Each of the sales during 2009, 2008,2012, 2011 and 20072010 resulted in the recognition of a gain, which in the aggregate totaled $14.1$9.8 million, $19.7$3.9 million, and $2.5$1.8 million, respectively.
The following table summarizes the revenue and expense information for the period the Company owned the properties classified as discontinued operations forduring the years ended December 31, 2009, 20082012, 2011 and 20072010 (in thousands):
|
| For the year ended December 31, |
| |||||||
|
| 2009 |
| 2008 |
| 2007 |
| |||
|
|
|
|
|
|
|
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 7,512 |
| $ | 17,536 |
| $ | 21,206 |
|
Other property related income |
| 558 |
| 1,259 |
| 1,557 |
| |||
Total revenues |
| 8,070 |
| 18,795 |
| 22,763 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 2,787 |
| 6,876 |
| 9,009 |
| |||
Depreciation and amortization |
| 2,737 |
| 5,109 |
| 5,961 |
| |||
Total operating expenses |
| 5,524 |
| 11,985 |
| 14,970 |
| |||
OPERATING INCOME |
| 2,546 |
| 6,810 |
| 7,793 |
| |||
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
| |||
Interest: |
|
|
|
|
|
|
| |||
Interest expense on loans |
| — |
| — |
| (189 | ) | |||
Loan procurement amortization expense |
| — |
| — |
| (3 | ) | |||
Interest income |
| — |
| — |
| 5 |
| |||
Total other expense |
| — |
| — |
| (187 | ) | |||
Income from discontinued operations |
| 2,546 |
| 6,810 |
| 7,606 |
| |||
Net gain on disposition of discontinued operations |
| 14,139 |
| 19,720 |
| 2,517 |
| |||
Income from discontinued operations |
| $ | 16,685 |
| $ | 26,530 |
| $ | 10,123 |
|
|
| For the year ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
REVENUES |
|
|
|
|
|
|
| |||
Rental income |
| $ | 6,278 |
| $ | 13,445 |
| $ | 21,316 |
|
Other property related income |
| 748 |
| 3,410 |
| 2,117 |
| |||
Total revenues |
| 7,026 |
| 16,855 |
| 23,433 |
| |||
OPERATING EXPENSES |
|
|
|
|
|
|
| |||
Property operating expenses |
| 3,409 |
| 6,570 |
| 10,498 |
| |||
Depreciation and amortization |
| 1,504 |
| 3,127 |
| 5,780 |
| |||
Total operating expenses |
| 4,913 |
| 9,697 |
| 16,278 |
| |||
OPERATING INCOME |
| 2,113 |
| 7,158 |
| 7,155 |
| |||
Income from discontinued operations |
| 2,113 |
| 7,158 |
| 7,155 |
| |||
Gain on disposition of discontinued operations |
| 9,811 |
| 3,903 |
| 1,826 |
| |||
Income from discontinued operations |
| $ | 11,924 |
| $ | 11,061 |
| $ | 8,981 |
|
11.12. COMMITMENTS AND CONTINGENCIES
The Company currently owns one self-storage facility subject to a ground lease and five self-storage facilities subject to ground leases and four other self-storage facilities having smallonly parcels of land that are subject to ground leases. The Company recorded ground rent expense of approximately $1.2 million, $0.3 million, and $0.2 million for each of the years ended December 31, 2009, 20082012, 2011 and 2007,2010, respectively.
Total future minimum rental payments under non-cancelable ground leases and related party office leases in effect as of December 31, 2009 are as follows:
|
| Third Party |
| Related Party |
| ||||
|
| (dollars in thousands) |
| ||||||
2010 |
| $ | 149 |
| $ | 453 |
| ||
2011 |
| 149 |
| 475 |
| ||||
2012 |
| 149 |
| 475 |
| ||||
2013 |
| 149 |
| 499 |
| ||||
2014 |
| 101 |
| 499 |
| ||||
|
| $ | 697 |
| $ | 2,401 |
| ||
|
| Ground Lease |
| |
|
| Amount |
| |
|
| (in thousands) |
| |
|
|
|
| |
2013 |
| $ | 1,206 |
|
2014 |
| 1,192 |
| |
2015 |
| 1,191 |
| |
2016 |
| 1,182 |
| |
2017 |
| 1,192 |
| |
2018 and thereafter |
| 55,970 |
| |
|
| $ | 61,933 |
|
The Company has a development agreement for the construction of a new corporate office headquarters and storage facility which will require payments of approximately $13.5 million, due in installments upon completion of certain construction milestones, during 2013.
The Company has been named as a defendant in a number of lawsuits in the ordinary course of business. In most instances, these claims are covered by the Company’s liability insurance coverage. Management believes that the ultimate settlement of the suits will not have a material adverse effect on the Company’s financial statements.
12.13. RISK MANAGEMENT AND USE OF FINANCIAL INSTRUMENTS
The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or other instruments to manage interest rate risk exposures and not for speculative purposes. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure, as well as to hedge specific transactions. The counterparties to these arrangements are major financial institutions with which the Company and its subsidiaries may also have other financial relationships. The Company is potentially exposed to credit loss in the event of non-performance by these counterparties. However, because of the high credit ratings of the counterparties, the Company does not anticipate that any of the counterparties will fail to meet these obligations as they come due. The Company does not hedge credit or property value market risks.
The Company has entered into interest rate swap agreements that qualify and are designated as cash flow hedges designed to reduce the impact of interest rate changes on its variable rate debt. Therefore, the interest rate swaps are recorded in the consolidated balance sheet at fair value and the related gains or losses are deferred in shareholders’ equity as Accumulated Other Comprehensive Loss. These deferred gains and losses are amortized into interest expense during the period or periods in which the related interest payments affect earnings. However, to the extent that the interest rate swaps are not perfectly effective in offsetting the change in value of the interest payments being hedged, the ineffective portion of these contracts is recognized in earnings immediately. Ineffectiveness was immaterial for all periods presented.
The Company formally assesses, both at inception of thea hedge and on an on-going basis, whether each derivative is highly-effective in offsetting changes in cash flows of the hedged item. If management determines that a derivative is highly-effective as a hedge, itthen the Company accounts for the derivative using hedge accounting, pursuant to which gains or losses inherent in the derivative do not impact the Company’s results of operations. If management determines that a derivative is not highly-effective as a hedge or if a derivative ceases to be a highly-effective hedge, the Company will discontinue hedge accounting prospectively and will reflect in its statement of operations realized and unrealized gains and losses in respect of the derivative.
The Company had an interest rate cap agreement that effectively limited the interest rate on $40 million of credit facility borrowings at 5.50% per annum through January 2008. All of the Company’s derivative financial instruments were expired by November 20, 2009. The following table is a three year comparisonsummarizes the terms and fair values of the Company’s derivative financial instruments at December 31, 20092012 and 2008,December 31, 2011, respectively (dollars in thousands):
Hedge |
|
|
| Notional |
|
|
|
|
|
|
| Year Ended December 31, |
| |||||
Product |
| Hedge Type |
| Amount |
| Strike |
| Effective Date |
| Maturity |
| 2012 |
| 2011 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Swap |
| Cash flow | (a) | $ | 40,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| $ | (1,873 | ) | $ | (1,494 | ) |
Swap |
| Cash flow | (a) | $ | 40,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| (1,875 | ) | (1,502 | ) | ||
Swap |
| Cash flow | (a) | $ | 20,000 |
| 1.8025 | % | 6/20/2011 |
| 6/20/2016 |
| (937 | ) | (727 | ) | ||
Swap |
| Cash flow | (a) | $ | 75,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (2,378 | ) | (907 | ) | ||
Swap |
| Cash flow | (a) | $ | 50,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (1,583 | ) | (484 | ) | ||
Swap |
| Cash flow | (a) | $ | 50,000 |
| 1.3360 | % | 12/30/2011 |
| 3/31/2017 |
| (1,583 | ) | (485 | ) | ||
Swap |
| Cash flow | (a) | $ | 25,000 |
| 1.3375 | % | 12/30/2011 |
| 3/31/2017 |
| (799 | ) | (319 | ) | ||
Swap |
| Cash flow | (a) | $ | 40,000 |
| 2.4590 | % | 6/20/2011 |
| 6/20/2018 |
| (3,433 | ) | (2,553 | ) | ||
Swap |
| Cash flow | (a) | $ | 40,000 |
| 2.4725 | % | 6/20/2011 |
| 6/20/2018 |
| (3,470 | ) | (2,628 | ) | ||
Swap |
| Cash flow | (a) | $ | 20,000 |
| 2.4750 | % | 6/20/2011 |
| 6/20/2018 |
| (1,734 | ) | (1,295 | ) | ||
|
|
|
| $ | 400,000 |
|
|
|
|
|
|
| $ | (19,665 | ) | $ | (12,394 | ) |
Table of Contents(a)Hedging unsecured variable rate debt by fixing 30-day LIBOR.
Hedge |
|
|
| Notional |
|
|
|
|
|
|
| December 31, |
| |||||
Product |
| Hedge Type |
| Amount |
| Strike |
| Effective Date |
| Maturity |
| 2009 |
| 2008 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Swap |
| Cash flow |
| $ | 50,000 |
| 4.7725 | % | 8/24/2007 |
| 11/20/2009 |
| $ | — |
| $ | (1,683 | ) |
Swap |
| Cash flow |
| 25,000 |
| 4.7160 | % | 9/4/2007 |
| 11/20/2009 |
| — |
| (830 | ) | |||
Swap |
| Cash flow |
| 25,000 |
| 2.3400 | % | 3/28/2008 |
| 11/20/2009 |
| — |
| (326 | ) | |||
Swap |
| Cash flow |
| 200,000 |
| 2.7625 | % | 5/28/2008 |
| 11/20/2009 |
| — |
| (3,314 | ) | |||
|
|
|
|
|
|
|
|
|
|
|
| $ | — |
| $ | (6,153 | ) | |
The Company measures its derivative instruments at fair value and records them in the balance sheet as either an asset or liability. As of December 31, 2012 and 2011, all derivative instruments were included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The effective portions of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss). Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The change in unrealized loss on interest rate swap reflects a reclassification of $6.0 million of unrealized losses from accumulated other comprehensive loss as an increase to interest expense during 2012. During 2013, the Company estimates that an additional $6.1 million will be reclassified as an increase to interest expense.
13.14. FAIR VALUE MEASUREMENTS
As stated in Note 2 “Summary of Significant Accounting Policies” on January 1, 2008, theThe Company adoptedapplies the methods of fair value as described in authoritative guidance, issued by the FASB, 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 and liabilities carried at fair value as of December 31, 2009. Financial assets and liabilities carried at fair value as of December 31, 20082012 are classified in the table below in one of the three categories described above (dollars in thousands):
|
| Level 1 |
| Level 2 |
| Level 3 |
|
| Level 1 |
| Level 2 |
| Level 3 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest Rate Swap Derivative Liabilities |
| $ | — |
| $ | 6,153 |
| $ | — |
|
| $ | — |
| $ | 19,665 |
| $ | — |
|
|
|
|
|
|
|
|
| |||||||||||||
Total liabilities at fair value |
| $ | — |
| $ | 6,153 |
| $ | — |
|
| $ | — |
| $ | 19,665 |
| $ | — |
|
Financial assets and liabilities carried at fair value as of December 31, 2011 are classified in the table below in one of the three categories described above (dollars in thousands):
|
| Level 1 |
| Level 2 |
| Level 3 |
| |||
|
|
|
|
|
|
|
| |||
Interest Rate Swap Derivative Liabilities |
| $ | — |
| $ | 12,394 |
| $ | — |
|
|
|
|
|
|
|
|
| |||
Total liabilities at fair value |
| $ | — |
| $ | 12,394 |
| $ | — |
|
Financial assets and liabilities carried at fair value were classified as Level 2 inputs. For financial liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including LIBOR yield curves, bank price quotes for forward starting swaps, NYMEX futures pricing and common stock price quotes. Below is a summary of valuation techniques for Level 2 financial liabilities:
· Interest rate swap derivative assets and liabilities — valued using LIBOR yield curves at the reporting date. Counterparties to these contracts are most often highly rated financial institutions, none of which experienced any significant downgrades in 20092012 that would reduce the amount owed by the Company. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by us and the counterparties. However, as of December 31, 2012 we have assessed the significance of the effect of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
The following are fair value measurements recorded on a nonrecurring basis as of December 31, 2012. There were no nonrecurring fair value measurements as of December 31, 2011 (in thousands):
|
| Fair Value Measurements as of December 31, 2012 |
| |||||||||||||
|
| Balance |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in real estate ventures, at equity |
| $ | — |
| $ | — |
| $ | — |
| $ | 20,579 |
| $ | 7,023 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Total assets |
| $ | — |
| $ | — |
| $ | — |
| $ | 20,579 |
| $ | 7,023 |
|
(1)Represents gain on remeasurement of investment in real estate venture. See note 5 — “Investment in Unconsolidated Real Estate Ventures” for additional discussion.
Fair value for those assets measured using Level 3 inputs was determined through the use of a direct capitalization approach. The direct capitalization approach applies a projected yield for the investment to the estimated stabilized income for the property. Yield rates utilized in this approach are derived from market transactions as well as other financial and industry data. The yield rates used in determining the fair value of HSREV ranged from 6%-7%.
The fair values of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates their respective carrying values at December 31, 2012 and 2011. The Company had fixed interest rate loans with a carrying value of $873.3 million and $758.4 million at December 31, 2012 and 2011, respectively. The estimated fair values of these fixed rate loans were $866.9 million and $736.3 million at December 31, 2012 and 2011, respectively. The Company had variable interest rate loans with a carrying value of $150.4 million at December 31, 2012. The estimated fair value of the variable interest rate loan approximates its carrying value due to its floating rate nature and market spreads. This estimate is based on a discounted cash flow analysis assuming market interest rates for comparable obligations at December 31, 2012. 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.
14.15. SHARE-BASED COMPENSATION PLANS
On May 9, 2007,June 2, 2010 the Company’s shareholders approved an equity-based employee compensation plan,amendment and restatement of the Company’s 2007 Equity Incentive Plan, (thea share-based employee compensation plan originally approved by shareholders on May 8, 2007 (as amended and restated, the “2007 Plan”). On October 19, 2004, the Company’s sole shareholder approved a share-based employee compensation plan, the 2004 Equity Incentive Plan (the “2004 Plan” and collectively with the 2007 Plan, the “Plans”). The purpose of the Plans areis to attract and retain highly qualified executive officers, Trustees and key employees and other
persons and to motivate such officers, trustees,Trustees, key employees and other persons to serve the Company and its affiliates to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plans provide for the grant of share options, share appreciation rights, restricted shares, share units, unrestricted shares, dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Share options granted under the Plans may be non-qualified share options or incentive share options.
The Plans are administered by the Compensation Committee of the Company’s Board of Trustees (the “Compensation Committee”), which is appointed by the Board of Trustees. The Compensation Committee interprets the Plans and, subject to its right to delegate authority to grant awards, determines the terms and provisions of option grants and share awards. A
The 2007 Plan uses a “Fungible Units” methodology for computing the maximum number of common shares available for issuance under the 2007 Plan. The Fungible Units methodology assigns weighted values to different types of awards under the 2007 Plan without assigning specific numerical limits for different types of awards. Upon shareholder approval of the amendment and restatement of the 2007 plan in June 2010, a “Fungible Pool Limit” was established consisting of 4,728,561 shares plus any common shares restored to availability upon expiration or forfeiture of then-currently outstanding options or restricted share awards (consisting of 372,135 shares).
The 2007 Plan provides that any common shares made the subject of awards in the form of options or share appreciation rights shall be counted against the Fungible Pool Limit as one (1) unit. Any common shares made the subject of awards under the 2007 Plan in the form of restricted shares or share units (each a “Full-Value Award”) shall be counted against the Fungible Pool Limit as 1.66 units. The Fungible Pool Limit and the computation of the number of common shares available for issuance are subject to adjustment upon certain corporate transactions or events, including share splits, reverse share splits and recapitalizations. The number of shares counted against the Fungible Pool Limit includes the full number of shares subject to the award, and is not reduced in the event shares are withheld to fund withholding tax obligations, or, in the case of options and share appreciation rights, where shares are applied to pay the exercise price. If an option or other award granted under the 2007 Plan expires, is forfeited or otherwise terminates, the common shares subject to any portion of such option or other award that expires, is forfeited or that otherwise terminates, as the case may be, will again become available for issuance under the 2007 Plan.
In addition to the overall limit on the number of shares that may be subject to awards under the 2007 Plan, the 2007 Plan limits the number of shares that may be the subject of awards during the three-year period ending December 31, 2012. Specifically, the average of the following three ratios (each expressed as a percentage) shall not exceed the greater of two percent (2%) or the mean of the Company’s GICS peer group for the three-year period beginning January 1, 2010 and ending December 31, 2012. The three ratios would correspond to the three calendar years in the three-year period ending December 31, 2012, and each ratio would be computed as (i) the number of shares subject to awards granted in the applicable year divided by (ii) the sum of the number of common shares and units of the Company’s operating partnership (“OP Units”) exchangeable into common shares outstanding at the end of such year. Solely for purposes of calculating the number of shares subject to awards under this limitation, shares underlying Full-Value Awards will be taken into account in the numerator of the foregoing ratios as 1.5 shares.
Subject to adjustment upon certain corporate transactions or events, a participant may not receive awards (with shares subject to awards being counted, depending on the type of award, in the proportions ranging from 1.0 to 1.66), as described above in any one calendar year covering more than 1,000,000 units.
With respect to the 2004 Plan, a total of 3,900,000 and 3,000,0003 million common shares are reserved for issuance under the 2007 Plan and 2004 Plan, respectively.Plan. The maximum number of common shares underlying equity awards that may be granted to an individual participant under the 2004 Plan during any calendar year is 400,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units, and 500,000 for options or share appreciation rights and 100,000 for restricted shares or restricted share units under the 2007 Plan.units. The maximum number of common shares that can be awarded under the Plan to any person, other than pursuant to an option, share appreciation rights or time-vested restricted shares, is 250,000 per calendar year under the 2004 Plan. In addition, under the 2007 Plan, the maximum number of performance awards that may be granted to an executive officer is 100,000 and the maximum value of performance shares that can be settled in cash and that can be granted in any year is $1.5 million. To the extent that options expire unexercised or are terminated, surrendered or canceled, the options and share awards become available for future grants under the Plans,2004 Plan, unless the Plans have2004 Plan has been terminated.
Under the Plans, the Compensation Committee determines the vesting schedule of each share award and option. The exercise price for options is equivalent to the fair market value of the underlying common shares at the grant date. The Compensation Committee also determines the term of each option, which shall not exceed 10 years from the grant date.
Share Options
The fair values for options granted in 2009, 2008,2012, 2011, and 20072010 were estimated at the time the options were granted using the Black-Scholes option-pricing model applying the following weighted average assumptions:
Assumptions: |
| 2009 |
| 2008 |
| 2007 |
| |||
Risk-free interest rate |
| 2.6 | % | 3.4 | % | 4.7 | % | |||
Expected dividend yield |
| 5.5 | % | 6.9 | % | 5.9 | % | |||
Volatility (a) |
| 46.49 | % | 27.3 | % | 21.2 | % | |||
Weighted average expected life of the options (b) |
| 9.8 years |
| 9.0 years |
| 9.4 years |
| |||
Weighted average fair value of options granted per share |
| $ | 1.02 |
| $ | 1.09 |
| $ | 2.40 |
|
Assumptions: |
| 2012 |
| 2011 |
| 2010 |
| |||
Risk-free interest rate |
| 2.0 | % | 3.3 | % | 3.7 | % | |||
Expected dividend yield |
| 4.5 | % | 4.8 | % | 5.4 | % | |||
Volatility (a) |
| 52.22 | % | 54.60 | % | 57.60 | % | |||
Weighted average expected life of the options (b) |
| 9.59 years |
| 9.9 years |
| 9.9 years |
| |||
Weighted average grant date fair value of options granted per share |
| $ | 3.94 |
| $ | 3.40 |
| $ | 2.60 |
|
(a) Expected volatility is based upon the level of volatility historically experienced.
(b) Expected life is based upon our expectations of stock option recipients’ expected exercise and termination patterns.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options. In addition, option-pricing models require the input of highly subjective assumptions, including the expected stock price volatility. Volatility for the 2007, 2008,2010, 2011, and 20092012 grants was based on the trading history of the Company’s shares.
In 2009, 2008,2012, 2011, and 2007,2010, the Company recognized compensation expense related to options issued to employees and executives of approximately $1.8$1.2 million, $1.4$1.5 million and $0.9$1.9 million, respectively, which was recorded in Generalgeneral and administrative expense. Approximately 222,421 share options were issued during 2012 for which the fair value of the options at their respective grant dates was approximately $0.9 million, which vest over three and five years. As of December 31, 2009,2012, the Company had approximately $2.4$1.1 million of unrecognized option compensation cost related to all grants that will be recorded over the next five years.
The table below summarizes the option activity under the Plan for the years ended December 31, 2009, 20082012, 2011 and 2007:2010:
|
|
|
|
|
| Weighted Average |
|
|
|
|
|
| Weighted Average |
| ||
|
| Number of Shares |
| Weighted Average |
| Remaining |
|
| Number of Shares |
| Weighted Average |
| Remaining |
| ||
|
| Under Option |
| Exercise Price |
| Contractual Term |
|
| Under Option |
| Exercise Price |
| Contractual Term |
| ||
Balance at December 31, 2006 |
| 1,278,500 |
| $ | 17.62 |
| 8.92 |
| ||||||||
Balance at December 31, 2009 |
| 4,546,304 |
| $ | 10.71 |
| 7.95 |
| ||||||||
Options granted |
| 960,271 |
| 19.82 |
| 9.24 |
|
| 574,556 |
| 7.32 |
| 9.06 |
| ||
Options canceled |
| (322,000 | ) | 16.21 |
| — |
|
| (50,875 | ) | 12.71 |
| — |
| ||
Options exercised |
| — |
| — |
| — |
|
| (56,225 | ) | 3.46 |
| 8.11 |
| ||
Balance at December 31, 2007 |
| 1,916,771 |
| $ | 18.95 |
| 8.74 |
| ||||||||
Balance at December 31, 2010 |
| 5,013,760 |
| $ | 10.38 |
| 7.18 |
| ||||||||
Options granted |
| 2,400,990 |
| 9.43 |
| 9.09 |
|
| 346,882 |
| 9.38 |
| 9.11 |
| ||
Options canceled |
| (1,006,662 | ) | 13.08 |
| — |
|
| (80,924 | ) | 9.40 |
| — |
| ||
Options exercised |
| — |
| — |
| — |
|
| (24,000 | ) | 5.06 |
| 6.84 |
| ||
Balance at December 31, 2008 |
| 3,311,099 |
| $ | 13.84 |
| 8.42 |
| ||||||||
Balance at December 31, 2011 |
| 5,255,718 |
| $ | 10.35 |
| 6.33 |
| ||||||||
Options granted |
| 1,456,881 |
| 3.75 |
| 9.09 |
|
| 222,421 |
| 11.48 |
| 9.14 |
| ||
Options canceled |
| (221,676 | ) | 11.73 |
| — |
|
| (10,375 | ) | 9.01 |
| — |
| ||
Options exercised |
| — |
| — |
| — |
|
| (209,900 | ) | 7.89 |
| 6.08 |
| ||
Balance at December 31, 2009 |
| 4,546,304 |
| $ | 10.71 |
| 7.95 |
| ||||||||
Balance at December 31, 2012 |
| 5,257,864 |
| $ | 10.50 |
| 5.49 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Vested or expected to vest at December 31, 2009 |
| 4,546,304 |
| 10.71 |
| 7.95 |
| |||||||||
Exercisable at December 31, 2009 |
| 1,422,263 |
| 15.55 |
| 7.16 |
| |||||||||
Vested or expected to vest at December 31, 2012 |
| 5,257,864 |
| $ | 10.50 |
| 5.49 |
| ||||||||
Exercisable at December 31, 2012 |
| 4,549,227 |
| $ | 10.69 |
| 5.13 |
|
At December 31, 2009,2012, the aggregate intrinsic value of options outstanding, of options that vested or expected to vest and of options that were exercisable was $8,100.approximately $27.6 million. The aggregate intrinsic value of options exercised was approximately $2.6 million for the year ended December 31, 2012.
Restricted Shares
The Company applies the fair value method of accounting for contingently issued shares. As such, each grant is recognized ratably over the related vesting period. Approximately 402,000595,000 restricted shares were issued during 20092012 for which the fair value of the restricted shares at their respective grant dates was approximately $1.5$6.9 million, which vest over three and five years. During 2008,2011, approximately 259,000314,000 restricted shares were issued for which the fair value of the restricted shares at their respective grant dates was approximately $1.8$2.6 million. As of December 31, 20092012 the Company had approximately $1.4$5.3 million of remaining unrecognized restricted share compensation costs that will be recognized over the next twofour years.
The fair value for restricted shares granted in 2008 was estimated at the time the units were granted. Awards that contain a market feature were Restricted share awards are considered to be performance awards and are valued using a Monte Carlo-pricing model applying the following weighted average assumptions:
Asssumptions: |
| 2008 |
| |
Risk-free interest rate |
| 2.1 | % | |
Volatility of total annual return |
| 28.5 | % | |
Weighted average expected life of the units |
| 3 years |
| |
Weighted average fair value of units granted |
| $ | 4.14 |
|
The Monte Carlo pricing model was not used to value the 2009 restricted shares granted as no market conditions were present in these awards, as the fair value of the restricted share grants were equal to the stock price on the date of grant.grant date.
In May 2005, the Company implemented the Deferred Trustees Plan, a component of the Plan, upon the approval of the Company’s Board of Trustees. Pursuant to the terms of the Deferred Trustees Plan, each non-employee member of the Board of Trustees may elect to receive all of his annual cash retainers2012, 2011 and meeting fees payable for service on the Board of Trustees or any committee of the Board of Trustees in the form of either all common shares or all deferred share units.
Pursuant to the terms of the Deferred Trustees Plan, under the equity incentive plan, certain Trustees elected to receive their Board of Trustee fees in 2005 and 2006 in the form of deferred share units. On December 31, 2006 an aggregate of
8,564 deferred share units were granted to those Trustees and were valued at $20.55 per share and on December 31, 2005 and aggregate of 3,876 deferred share units were granted and were valued at $21.05 per share. There was no similar activity in 2007, 2008 or 2009.
In 2009, 2008 and 2007,2010, the Company recognized compensation expense related to restricted shares and restricted share units issued to employees and Trustees of approximately $1.6$3.9 million, $1.4$2.2 million, and $1.1$1.8 million, respectively; these amounts were recorded in Generalgeneral and administrative expense. The following table presents non-vested restricted share activity during 2009:2012:
|
| Number of Non- |
|
|
| Vested Restricted |
|
|
| Shares |
|
Non-Vested at January 1, |
|
|
|
Granted |
|
|
|
Vested |
| ( | ) |
Forfeited |
| ( | ) |
Non-Vested at December 31, |
|
|
|
On January 25, 2012, 49,981 restricted share units were granted to certain executives. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holders thereof to receive common shares at a future date. The deferred share units will be awarded based on the Company’s total return to shareholders with respect to a specified peer group consisting of publicly traded companies over a three-year period. The fair value of the restricted share units on the grant date was approximately $0.8 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the awards. The restricted share units will cliff vest upon the third anniversary of the effective date, or December 31, 2014.
On May 30, 2012, 274,668 restricted share units were granted to the Company’s chief executive officer. The restricted share units were granted in the form of deferred share units with a market condition, entitling the holder thereof to receive common shares at a future date. The deferred share units will be awarded based on the price return of the Company’s stock price over a two-year period. The fair value of the restricted share units on the grant date was approximately $3.0 million. The Company used a Monte Carlo simulation analysis to estimate the fair value of the award. The restricted share units will cliff vest on December 31, 2013.
15.16. EARNINGS PER SHARE AND UNIT AND SHAREHOLDERS’ EQUITY AND CAPITAL
Earnings per share and Shareholders’ Equity
The following is a summary of the elements used in calculating basic and diluted earnings per share:
|
| For the year ended December 31, |
| |||||||
|
| 2009 |
| 2008 |
| 2007 |
| |||
|
| (Dollars and shares in thousands, except per share amounts) |
| |||||||
Loss from continuing operations |
| $ | (17,017 | ) | $ | (23,428 | ) | $ | (24,370 | ) |
Noncontrolling interests in the Operating Partnership |
| 928 |
| 1,839 |
| (14,417 | ) | |||
Noncontrolling interest in subsidiaries |
| (665 | ) | — |
| — |
| |||
Loss from continuing operations attributable to the Company’s common shareholders |
| $ | (16,754 | ) | $ | (21,589 | ) | $ | (38,787 | ) |
|
|
|
|
|
|
|
| |||
Total discontinued operations |
| 16,685 |
| 26,530 |
| 10,123 |
| |||
Noncontrolling interests in the Operating Partnership |
| (868 | ) | (2,149 | ) | 15,587 |
| |||
Total discontinued operations attributable to the Company’s common shareholders |
| $ | 15,817 |
| $ | 24,381 |
| $ | 25,710 |
|
Net income (loss) attributable to the Company |
| $ | (937 | ) | $ | 2,792 |
| $ | (13,077 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average shares outstanding |
| 70,988 |
| 57,621 |
| 57,497 |
| |||
Share options and restricted share units (1) |
| — |
| — |
| — |
| |||
Weighted-average diluted shares outstanding (2) |
| 70,988 |
| 57,621 |
| 57,497 |
| |||
|
|
|
|
|
|
|
| |||
Income (loss) per Common Share: |
|
|
|
|
|
|
| |||
Continuing operations |
| $ | (0.24 | ) | $ | (0.37 | ) | $ | (0.67 | ) |
Discontinued operations |
| 0.23 |
| 0.42 |
| 0.45 |
| |||
Basic and diluted earnings (loss) per share |
| $ | (0.01 | ) | $ | 0.05 |
| $ | (0.22 | ) |
(1) For the years ended December 31, 2009, 2008 and 2007, the potentially dilutive shares of approximately 547,000, 94,000, and 22,000 respectively, were not included in the earnings per share calculation as their effect is antidilutive.
(2) For the years ended December 31, 2009, 2008 and 2007, the Company declared cash dividends per share of $0.10, $0.565 and $1.05, respectively
The operating partnership units and common shares have essentially the same economic characteristics as they share equally in the total net income or loss and distributions of the operating partnership. An operating partnership unit may be redeemed for cash, or at the Company’s option, common shares on a one-for-one basis. Outstanding noncontrolling interest units in the operating partnership were 4,809,636, 5,079,928 and 5,079,928 as of December 31, 2009, 2008 and 2007, respectively. There were 92,654,979 common shares outstanding as of December 31, 2009.
|
| For the year ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
| (Dollars and shares in thousands, except per share amounts) |
| |||||||
|
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (8,296 | ) | $ | (8,614 | ) | $ | (15,000 | ) |
Noncontrolling interests in the Operating Partnership |
| 393 |
| 474 |
| 848 |
| |||
Noncontrolling interest in subsidiaries |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | |||
Distribution to Preferred Shares (1) |
| (6,008 | ) | (1,218 | ) | — |
| |||
Loss from continuing operations attributable to the Company’s common shareholders |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) |
|
|
|
|
|
|
|
| |||
Total discontinued operations |
| 11,924 |
| 11,061 |
| 8,981 |
| |||
Noncontrolling interests in the Operating Partnership |
| (286 | ) | (509 | ) | (467 | ) | |||
Total discontinued operations attributable to the Company’s common shareholders |
| $ | 11,638 |
| $ | 10,552 |
| $ | 8,514 |
|
|
|
|
|
|
|
|
| |||
Net loss attributable to the Company’s common shareholders |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average shares outstanding |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
Share options and restricted share units (2) |
| — |
| — |
| — |
| |||
Weighted-average diluted shares outstanding (3) |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
|
|
|
|
|
|
|
| |||
Earning (loss) per Common Share: |
|
|
|
|
|
|
| |||
Continuing operations |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) |
Discontinued operations |
| 0.10 |
| 0.10 |
| 0.09 |
| |||
Basic and diluted loss per share |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
Earnings per unit and Capital
The following is a summary of the elements used in calculating basic and diluted earnings per unit:
|
| For the year ended December 31, |
| |||||||
|
| 2012 |
| 2011 |
| 2010 |
| |||
|
| (Dollars and units in thousands, except per unit amounts) |
| |||||||
|
|
|
|
|
|
|
| |||
Loss from continuing operations |
| $ | (8,296 | ) | $ | (8,614 | ) | $ | (15,000 | ) |
Limited Partnership interest of third parties |
| 393 |
| 474 |
| 848 |
| |||
Noncontrolling interest in subsidiaries |
| (1,918 | ) | (2,810 | ) | (1,755 | ) | |||
Distribution to Preferred units (1) |
| (6,008 | ) | (1,218 | ) | — |
| |||
Loss from continuing operations attributable to common unitholders |
| $ | (15,829 | ) | $ | (12,168 | ) | $ | (15,907 | ) |
|
|
|
|
|
|
|
| |||
Total discontinued operations |
| 11,924 |
| 11,061 |
| 8,981 |
| |||
Limited Partnership interest of third parties |
| (286 | ) | (509 | ) | (467 | ) | |||
Total discontinued operations attributable to common unitholders |
| $ | 11,638 |
| $ | 10,552 |
| $ | 8,514 |
|
|
|
|
|
|
|
|
| |||
Net loss attributable to common unitholders |
| $ | (4,191 | ) | $ | (1,616 | ) | $ | (7,393 | ) |
|
|
|
|
|
|
|
| |||
Weighted-average units outstanding |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
Unit options and restricted unit units (2) |
| — |
| — |
| — |
| |||
Weighted-average diluted units outstanding (3) |
| 124,548 |
| 102,976 |
| 93,998 |
| |||
|
|
|
|
|
|
|
| |||
Earning (loss) per Common unit: |
|
|
|
|
|
|
| |||
Continuing operations |
| $ | (0.13 | ) | $ | (0.12 | ) | $ | (0.17 | ) |
Discontinued operations |
| 0.10 |
| 0.10 |
| 0.09 |
| |||
Basic and diluted loss per unit |
| $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
(1) For the year ended December 31, 2012, 2011 and 2010, the Company declared cash dividends per preferred share/unit of $1.936, $0.393 and $0.000, respectively.
(2) For the years ended December 31, 2012, 2011 and 2010, the potentially dilutive shares/units of approximately 2,000,000, 1,378,000, and 1,177,000 respectively, were not included in the earnings per share/unit calculation as their effect is antidilutive.
(3) For the years ended December 31, 2012, 2011 and 2010, the Company declared cash dividends per common share/unit of $0.350, $0.290 and $0.145, respectively.
The Operating Partnership units and common units have essentially the same economic characteristics as they unit equally in the total net income or loss and distributions of the Operating Partnership. An Operating Partnership unit may be redeemed for cash, or at the Company’s option, common units on a one-for-one basis. Outstanding noncontrolling interest units in the Operating Partnership were 3,293,730, 4,674,136 and 4,737,136 as of December 31, 2012, 2011 and 2010, respectively. There were 131,794,547 and 122,058,919 common units outstanding as of December 31, 2012 and 2011, respectively.
Issuance of Common and Preferred Shares
On August 19,September 16, 2011, the Company amended its sales agreement with Cantor Fitzgerald & Co. (the “Sales Agent”) dated April 3, 2009 and as amended on January 26, 2011 to increase the number of common shares that the Sales Agent may sell under the Sales Agreement from 15 million to 20 million. During the year ended December 31, 2011 the Company sold 140,000 shares under the program at an average sales price of $10.75 per share resulting in gross proceeds of $1.5 million. During the year ended December 31, 2012 the Company sold 7.9 million shares under the program at an average sales price of $13.13 per share resulting in gross proceeds of $103.8 million ($163.8 million of gross proceeds and 16.1 million shares sold with an average sales price of $10.16 since program inception in 2009).
On October 28, 2011, the Company completed a public offering of 32.223 million common shares at a public offering price of beneficial interest.$9.20, which reflects the full exercise by the underwriters of their option to purchase 3 million shares to cover over-allotments. The Company received approximately $202.5 million in net proceeds from the offering after deducting the underwriting discount and other estimated offering expenses.
During November 2011, the Company completed an underwritten public offer of $161.93.1 million through December 31, 2009 were used to repay existing indebtedness, including underof the Company’s prior unsecured credit facility,Series A preferred shares at a public offering price of $25.00 per share for gross proceeds of $77.5million. The financing provided approximately $74.8 million in net proceeds to the Company after deducting the underwriting discount and for general corporate purposes..offering expenses.
In additionThe Company used the net proceeds from the 2011 common and preferred public offerings to fund a portion of the August 19, 2009 public offering,cash purchase price of the Storage Deluxe Acquisition on November 3, 2011. The Company sold 2.5 millionused the net proceeds from the 2012 common shares of beneficial interest through its at-the-market equity planofferings to fund the 2012 acquisitions and pay down multiple mortgages during the first half of 2009, generating net proceeds of $9.7 million that were used for general corporate purposes.year.
16.17. INCOME TAXES
Deferred income taxes are established for temporary differences between financial reporting basis and tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if the Company believes that it is more likely than not that all or some portion of the deferred tax asset will not be realized. No valuation allowance was recorded at December 31, 20092012 or 2008.2011. The Company had net deferred tax assets of $0.5$0.7 million and $0.5$0.4 million, which are included in other assets as of December 31, 20092012 and 2008,2011, respectively. The Company believes it is more likely than not the deferred tax assets will be realized.
The following table discloses the income tax rates for the periods identified below:
|
| For the year ended December 31, |
| ||
|
| 2012 |
| 2011 |
|
|
|
|
|
|
|
Effective income tax rate |
|
|
|
|
|
Statutory federal income tax rate |
| 34 | % | 34 | % |
State and local income taxes |
| 4 | % | 4 | % |
Effective income tax rate |
| 38 | % | 38 | % |
The following table discloses the Company’s deferred tax asset primarily relates to past years’ tax net operating losses. These loss carryforwards will expireassets and liabilities as of December 31, 2012 and 2011, which are included in 2026 through 2028 if not utilized by then.other assets on the consolidated balance sheets:
|
| For the year ended December 31, |
| |||||||
|
| 2009 |
| 2008 |
| 2007 |
| |||
|
| (dollars in thousands) |
| |||||||
Income tax provision |
|
|
|
|
|
|
| |||
Current: |
|
|
|
|
|
|
| |||
U.S. Federal |
| $ | — |
| $ | — |
| $ | — |
|
|
|
|
|
|
|
|
| |||
Deferred: |
|
|
|
|
|
|
| |||
U.S. Federal |
| — |
| — |
| $ | (124 | ) | ||
Income tax provision |
| $ | — |
| $ | — |
| $ | (124 | ) |
|
|
|
|
|
|
|
| |||
Effective income tax rate |
|
|
|
|
|
|
| |||
Statutory federal income tax rate |
| 34 | % | 34 | % | 34 | % | |||
State and local income taxes |
| 4 | % | 4 | % | 4 | % | |||
Effective income tax rate |
| 38 | % | 38 | % | 38 | % |
|
| As of December 31, |
| ||||||||||||||||
|
| 2009 |
| 2008 |
| 2007 |
| ||||||||||||
|
| (dollars in thousands) |
| ||||||||||||||||
|
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| ||||||
Deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share based compensation |
| $ | 2,177 |
| $ | 1,933 |
| $ | 1,325 |
| $ | 1,185 |
| $ | 694 |
| $ | 626 |
|
Other |
| 258 |
| — |
| 324 |
| — |
| 430 |
| — |
| ||||||
Deferred taxes |
| $ | 2,435 |
| $ | 1,933 |
| $ | 1,649 |
| $ | 1,185 |
| $ | 1,124 |
| $ | 626 |
|
17. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During 2007, the Company acquired 17 self-storage facilities for an aggregate purchase price of approximately $140.5 million and sold five properties for an aggregate purchase price of approximately $19.2 million. During 2008, the Company acquired one self-storage facility for an aggregate purchase price of approximately $13.3 million and sold 23 properties for an aggregate purchase price of approximately $62.0 million. There were no acquisitions during 2009.
|
| As of December 31, |
| ||||||||||||||||
|
| 2012 |
| 2011 |
| 2010 |
| ||||||||||||
|
| (dollars in thousands) |
| ||||||||||||||||
|
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| Assets |
| Liabilities |
| ||||||
Deferred taxes |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share based compensation |
| $ | 3,684 |
| $ | 3,347 |
| $ | 3,349 |
| $ | 3,045 |
| $ | 2,971 |
| $ | 2,689 |
|
Other |
| 400 |
| — |
| 134 |
| — |
| 34 |
| — |
| ||||||
Deferred taxes |
| $ | 4,084 |
| $ | 3,347 |
| $ | 3,483 |
| $ | 3,045 |
| $ | 3,005 |
| $ | 2,689 |
|
18. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
During the year ended December 31, 2012, the Company acquired 37 self-storage facilities for an aggregate purchase price of approximately $432.3 million (see note 3).
The unaudited 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 subsequent to January 1, 2007during 2012 and 2011 as if each had occurred onas of January 1, of each respective year.2011 and 2010, 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, ourthe Company’s consolidated results of operations for the year ended December 31, 2012 and 2011 based on the assumptions described above:
|
| 2012 |
| 2011 |
| ||
|
| (unaudited) |
| ||||
|
| (in thousands, except per share data) |
| ||||
|
|
|
|
|
| ||
Pro forma revenue |
| $ | 304,564 |
| $ | 286,882 |
|
Pro forma income (loss) from continuing operations |
| 22,248 |
| (40,638 | ) | ||
(Loss) earnings per common share from continuing |
|
|
|
|
| ||
Basic and diluted — as reported |
| $ | (0.13 | ) | $ | (0.12 | ) |
Basic and diluted — as pro forma |
| 0.16 |
| (0.42 | ) |
The following summarizes the amounts of revenue and earnings of the 2012 and 2011 acquisitions since the acquisition dates included in the consolidated statements of operations for the years ended December 31, 20082012 and 2007 based on the assumptions described above:2011:
|
| 2008 |
| 2007 |
| ||
|
| (unaudited) |
| ||||
|
| (in thousands, except per share data) |
| ||||
|
|
|
|
|
| ||
Pro forma revenue |
| $ | 224,204 |
| $ | 215,722 |
|
Pro forma loss from continuing operations |
| (21,587 | ) | (33,633 | ) | ||
Loss per common share from continuing operations |
|
|
|
|
| ||
|
|
|
|
|
| ||
Basic and diluted — as reported |
| $ | (0.37 | ) | $ | (0.67 | ) |
Basic and diluted — as pro forma |
| (0.37 | ) | (0.58 | ) |
18. ASSET IMPAIRMENT AND INSURANCE RECOVERIES
During 2009, the Company recorded $0.1 million of impairment charges related to property damage associated with extraordinary events including fires. During 2008, the Company recorded $0.5 million of impairment charges related to property damage associated with Hurricane Ike and other extraordinary events including fires. During 2007 the Company recorded $0.4 million of impairment charges related to property damage incurred at six properties as a result of either a fire or flood.
|
| Year ended December 31, |
| ||||
|
| 2012 |
| 2011 |
| ||
|
| (in thousands) |
| ||||
Total revenue |
| $ | 56,093 |
| $ | 10,007 |
|
Net loss |
| (27,562 | ) | (4,151 | ) | ||
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a summary of quarterly financial information for the years ended December 31, 20092012 and 20082011 (in thousands, except per share data):
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2009 |
| 2009 |
| 2009 |
| 2009 |
| ||||
Total revenues |
| $ | 54,933 |
| $ | 54,287 |
| $ | 54,727 |
| $ | 53,342 |
|
Total operating expenses |
| 46,914 |
| 48,304 |
| 46,517 |
| 45,611 |
| ||||
Net income (loss) attributable to the Company |
| (2,109 | ) | (2,844 | ) | 6,818 |
| (2,802 | ) | ||||
Basic and diluted earnings (loss) per share |
| (0.03 | ) | (0.05 | ) | 0.09 |
| (0.03 | ) | ||||
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2008 |
| 2008 |
| 2008 |
| 2008 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total revenues |
| $ | 54,820 |
| $ | 55,548 |
| $ | 57,166 |
| $ | 56,605 |
|
Total operating expenses |
| 47,506 |
| 49,223 |
| 48,935 |
| 48,207 |
| ||||
Net income (loss) attributable to the Company |
| (3,984 | ) | 263 |
| 4,020 |
| 2,493 |
| ||||
Basic and diluted earnings (loss) per share |
| (0.07 | ) | 0.01 |
| 0.07 |
| 0.04 |
| ||||
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2012 |
| 2012 |
| 2012 |
| 2012 |
| ||||
Total revenues |
| $ | 64,602 |
| $ | 67,775 |
| $ | 73,329 |
| $ | 77,370 |
|
Total operating expenses |
| 57,817 |
| 60,408 |
| 65,339 |
| 67,262 |
| ||||
Net income (loss) attributable to the Company |
| (3,843 | ) | 2,543 |
| 1,636 |
| 1,481 |
| ||||
Basic and diluted earnings (loss) per share |
| (0.04 | ) | 0.01 |
| — |
| — |
| ||||
|
| Three months ended |
| ||||||||||
|
| March 31, |
| June 30, |
| September 30, |
| December 31, |
| ||||
|
| 2011 |
| 2011 |
| 2011 |
| 2011 |
| ||||
Total revenues |
| $ | 53,228 |
| $ | 54,989 |
| $ | 57,700 |
| $ | 61,328 |
|
Total operating expenses |
| 44,202 |
| 45,028 |
| 44,686 |
| 51,362 |
| ||||
Net income (loss) attributable to the Company |
| (117 | ) | 902 |
| 6,828 |
| (8,011 | ) | ||||
Basic and diluted earnings (loss) per share |
| 0.00 |
| 0.01 |
| 0.07 |
| (0.08 | ) | ||||
The summation of quarterly earnings per share amounts do not necessarily equal the full year amounts. The above information was updated to reclassify amounts to discontinued operations. Seeoperations (see note 10.12).
20. LEASE ABANDONMENT CHARGESUBSEQUENT EVENTS
In August 2007, the Company abandoned certain office space in Cleveland, OH that was previously used for its corporate offices. The related leases have expiration dates ranging from December 31, 2009 through December 31, 2014. Upon vacating the space, the Company entered into a sub-lease agreement with a sub-tenant to lease the majority of the space for the duration of the term.
As a result of this exit activity, the Company recognized a “Lease abandonment charge” of $1.3 million during 2007. The charge is comprised of approximately $0.8 million of costs that represent the present value of the net cash flows associated with leases and the sub-lease agreement (“Contract Termination Costs”) and approximately $0.5 million of costs associated with the write-off of certain assets related to the abandoned space (“Other Associated Costs”). The Contract Termination Costs of $0.8 million are presented as “Accounts payable and accrued rent” and the Other Associated Costs of $0.5 million were accounted for as a reduction of “Storage facilities.” The Company will amortize the Contract Termination Costs against rental expense over the remaining life of the respective leases.
21. COMPREHENSIVE INCOME (LOSS)
|
| Year Ended December 31, |
| |||||||
|
| 2009 |
| 2008 |
| 2007 |
| |||
|
| (in thousands) |
| |||||||
NET INCOME (LOSS) |
| $ | (332 | ) | $ | 3,102 |
| $ | (14,247 | ) |
Other comprehensive income (loss): |
|
|
|
|
|
|
| |||
Unrealized gain (loss) on derivative financial instruments |
| 6,153 |
| (4,608 | ) | (1,545 | ) | |||
Unrealized gain (loss) on foreign currency translation |
| 553 |
| (1,281 | ) | (119 | ) | |||
COMPREHENSIVE INCOME (LOSS) |
| $ | 6,374 |
| $ | (2,787 | ) | $ | (15,911 | ) |
22. SUBSEQUENT EVENT
On February 11, 2010, the Company repaid the YSI 1 mortgage loan of approximately $83.3 million with available cash.None
U-STORE-ITCUBESMART
SCHEDULE III
REAL ESTATE AND RELATED DEPRECIATION
DECEMBERDecember 31, 20092012
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| Gross Carrying Amount |
|
|
|
|
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
Mobile, AL |
| 128,951 |
| (A) |
| 226 |
| 2,524 |
| 987 |
| 301 |
| 3,436 |
| 3,737 |
| 1,155 |
| 1997 |
| |||||||||||||||||||||
Chandler, AZ |
| 47,520 |
|
|
| 327 |
| 1,257 |
| 272 |
| 327 |
| 1,529 |
| 1,856 |
| 387 |
| 2005 |
|
| 47,520 |
|
|
| 327 |
| 1,257 |
| 262 |
| 327 |
| 1,290 |
| 1,617 |
| 335 |
| 2005 |
|
Glendale, AZ |
| 56,850 |
| (T) |
| 201 |
| 2,265 |
| 926 |
| 418 |
| 2,974 |
| 3,392 |
| 915 |
| 1998 |
|
| 56,807 |
|
|
| 201 |
| 2,265 |
| 991 |
| 418 |
| 2,934 |
| 3,352 |
| 1,143 |
| 1998 |
|
Green Valley, AZ |
| 25,050 |
| (B) |
| 298 |
| 1,153 |
| 162 |
| 298 |
| 1,314 |
| 1,612 |
| 326 |
| 2005 |
|
| 25,050 |
|
|
| 298 |
| 1,153 |
| 127 |
| 298 |
| 1,070 |
| 1,368 |
| 252 |
| 2005 |
|
Mesa I, AZ |
| 52,375 |
|
|
| 920 |
| 2,739 |
| 154 |
| 921 |
| 2,892 |
| 3,813 |
| 678 |
| 2006 |
|
| 52,375 |
|
|
| 920 |
| 2,739 |
| 145 |
| 921 |
| 2,413 |
| 3,334 |
| 581 |
| 2006 |
|
Mesa II, AZ |
| 45,145 |
|
|
| 731 |
| 2,176 |
| 198 |
| 731 |
| 2,374 |
| 3,105 |
| 564 |
| 2006 |
|
| 45,361 |
|
|
| 731 |
| 2,176 |
| 174 |
| 731 |
| 1,904 |
| 2,635 |
| 467 |
| 2006 |
|
Mesa III, AZ |
| 58,264 |
|
|
| 706 |
| 2,101 |
| 177 |
| 706 |
| 2,278 |
| 2,984 |
| 544 |
| 2006 |
|
| 58,189 |
|
|
| 706 |
| 2,101 |
| 163 |
| 706 |
| 1,858 |
| 2,564 |
| 453 |
| 2006 |
|
Phoenix I, AZ |
| 100,762 |
|
|
| 1,134 |
| 3,376 |
| 286 |
| 1,135 |
| 3,661 |
| 4,796 |
| 866 |
| 2006 |
|
| 100,775 |
|
|
| 1,134 |
| 3,376 |
| 296 |
| 1,135 |
| 3,023 |
| 4,158 |
| 732 |
| 2006 |
|
Phoenix II, AZ |
| 45,270 |
| (T) |
| 756 |
| 2,251 |
| 240 |
| 756 |
| 2,492 |
| 3,248 |
| 575 |
| 2006 |
|
| 83,309 |
|
|
| 756 |
| 2,251 |
| 1,401 |
| 847 |
| 2,957 |
| 3,804 |
| 554 |
| 2006/2011 |
|
Scottsdale, AZ |
| 80,925 |
| (T) |
| 443 |
| 4,879 |
| 1,635 |
| 883 |
| 6,074 |
| 6,957 |
| 1,850 |
| 1998 |
|
| 79,525 |
|
|
| 443 |
| 4,879 |
| 1,688 |
| 883 |
| 5,920 |
| 6,803 |
| 2,296 |
| 1998 |
|
Tempe, AZ |
| 53,890 |
| (A) |
| 749 |
| 2,159 |
| 197 |
| 749 |
| 2,356 |
| 3,106 |
| 542 |
| 2005 |
|
| 53,890 |
|
|
| 749 |
| 2,159 |
| 175 |
| 749 |
| 2,030 |
| 2,779 |
| 464 |
| 2005 |
|
Tucson I, AZ |
| 59,350 |
| (T) |
| 188 |
| 2,078 |
| 901 |
| 384 |
| 2,784 |
| 3,167 |
| 836 |
| 1998 |
|
| 59,350 |
|
|
| 188 |
| 2,078 |
| 941 |
| 384 |
| 2,755 |
| 3,139 |
| 1,066 |
| 1998 |
|
Tucson II, AZ |
| 43,950 |
| 2,994 |
| 188 |
| 2,078 |
| 880 |
| 391 |
| 2,755 |
| 3,146 |
| 822 |
| 1998 |
|
| 43,950 |
|
|
| 188 |
| 2,078 |
| 1,009 |
| 391 |
| 2,802 |
| 3,193 |
| 1,021 |
| 1998 |
|
Tucson III, AZ |
| 49,822 |
| (C) |
| 532 |
| 2,048 |
| 123 |
| 533 |
| 2,171 |
| 2,703 |
| 542 |
| 2005 |
|
| 49,832 |
| (A) |
| 532 |
| 2,048 |
| 167 |
| 533 |
| 1,855 |
| 2,388 |
| 441 |
| 2005 |
|
Tucson IV, AZ |
| 48,040 |
| (C) |
| 674 |
| 2,595 |
| 171 |
| 675 |
| 2,765 |
| 3,440 |
| 686 |
| 2005 |
|
| 48,040 |
| (A) |
| 674 |
| 2,595 |
| 179 |
| 675 |
| 2,353 |
| 3,028 |
| 561 |
| 2005 |
|
Tucson V, AZ |
| 45,234 |
| (C) |
| 515 |
| 1,980 |
| 196 |
| 515 |
| 2,176 |
| 2,691 |
| 540 |
| 2005 |
|
| 45,184 |
| (A) |
| 515 |
| 1,980 |
| 236 |
| 515 |
| 1,860 |
| 2,375 |
| 437 |
| 2005 |
|
Tucson VI, AZ |
| 40,841 |
| (C) |
| 440 |
| 1,692 |
| 166 |
| 440 |
| 1,857 |
| 2,297 |
| 471 |
| 2005 |
|
| 40,766 |
| (A) |
| 440 |
| 1,692 |
| 164 |
| 440 |
| 1,549 |
| 1,989 |
| 372 |
| 2005 |
|
Tucson VII, AZ |
| 52,688 |
| (C) |
| 670 |
| 2,576 |
| 219 |
| 670 |
| 2,795 |
| 3,465 |
| 689 |
| 2005 |
|
| 52,688 |
| (A) |
| 670 |
| 2,576 |
| 222 |
| 670 |
| 2,387 |
| 3,057 |
| 572 |
| 2005 |
|
Tucson VIII, AZ |
| 46,650 |
| (C) |
| 589 |
| 2,265 |
| 115 |
| 589 |
| 2,380 |
| 2,969 |
| 588 |
| 2005 |
|
| 46,600 |
| (A) |
| 589 |
| 2,265 |
| 174 |
| 589 |
| 2,088 |
| 2,677 |
| 485 |
| 2005 |
|
Tucson IX, AZ |
| 67,656 |
| (C) |
| 724 |
| 2,786 |
| 247 |
| 725 |
| 3,033 |
| 3,757 |
| 744 |
| 2005 |
|
| 67,720 |
| (A) |
| 724 |
| 2,786 |
| 344 |
| 725 |
| 2,614 |
| 3,339 |
| 619 |
| 2005 |
|
Tucson X, AZ |
| 46,350 |
| (C) |
| 424 |
| 1,633 |
| 192 |
| 425 |
| 1,824 |
| 2,249 |
| 448 |
| 2005 |
|
| 46,350 |
| (A) |
| 424 |
| 1,633 |
| 181 |
| 425 |
| 1,505 |
| 1,930 |
| 359 |
| 2005 |
|
Tucson XI, AZ |
| 42,700 |
| (C) |
| 439 |
| 1,689 |
| 303 |
| 439 |
| 1,991 |
| 2,431 |
| 466 |
| 2005 |
|
| 42,700 |
| (A) |
| 439 |
| 1,689 |
| 377 |
| 439 |
| 1,777 |
| 2,216 |
| 422 |
| 2005 |
|
Tucson XII, AZ |
| 42,325 |
| (C) |
| 671 |
| 2,582 |
| 185 |
| 672 |
| 2,767 |
| 3,439 |
| 675 |
| 2005 |
|
| 42,225 |
| (A) |
| 671 |
| 2,582 |
| 259 |
| 672 |
| 2,428 |
| 3,100 |
| 548 |
| 2005 |
|
Tucson XIII, AZ |
| 45,792 |
| (C) |
| 587 |
| 2,258 |
| 158 |
| 587 |
| 2,416 |
| 3,003 |
| 594 |
| 2005 |
|
| 45,792 |
| (A) |
| 587 |
| 2,258 |
| 216 |
| 587 |
| 2,112 |
| 2,699 |
| 489 |
| 2005 |
|
Tucson XIV, AZ |
| 49,170 |
| (T) |
| 707 |
| 2,721 |
| 209 |
| 708 |
| 2,930 |
| 3,637 |
| 716 |
| 2005 |
|
| 49,095 |
|
|
| 707 |
| 2,721 |
| 450 |
| 708 |
| 2,637 |
| 3,345 |
| 588 |
| 2005 |
|
Apple Valley I, CA |
| 73,250 |
| (D) |
| 140 |
| 1,570 |
| 1,544 |
| 476 |
| 2,778 |
| 3,254 |
| 825 |
| 1997 |
|
| 73,290 |
|
|
| 140 |
| 1,570 |
| 1,540 |
| 476 |
| 2,566 |
| 3,042 |
| 1,066 |
| 1997 |
|
Apple Valley II, CA |
| 61,555 |
| (E) |
| 160 |
| 1,787 |
| 1,158 |
| 431 |
| 2,675 |
| 3,105 |
| 828 |
| 1997 |
|
| 61,405 |
|
|
| 160 |
| 1,787 |
| 1,211 |
| 431 |
| 2,505 |
| 2,936 |
| 1,010 |
| 1997 |
|
Benicia, CA |
| 74,770 |
| (T) |
| 2,392 |
| 7,028 |
| 164 |
| 2,392 |
| 7,192 |
| 9,585 |
| 1,684 |
| 2005 |
|
| 74,770 |
|
|
| 2,392 |
| 7,028 |
| 125 |
| 2,392 |
| 6,080 |
| 8,472 |
| 1,388 |
| 2005 |
|
Bloomington I, CA |
| 28,425 |
|
|
| 42 |
| 463 |
| 504 |
| 100 |
| 910 |
| 1,009 |
| 267 |
| 1997 |
| |||||||||||||||||||||
Bloomington II, CA |
| 25,860 |
|
|
| 54 |
| 604 |
| 466 |
| 144 |
| 980 |
| 1,124 |
| 293 |
| 1997 |
| |||||||||||||||||||||
Cathedral City, CA |
| 109,745 |
| (T) |
| 2,194 |
| 10,046 |
| 203 |
| 2,195 |
| 10,248 |
| 12,443 |
| 3,105 |
| 2006 |
|
| 110,974 |
|
|
| 2,194 |
| 10,046 |
| 283 |
| 2,195 |
| 8,033 |
| 10,228 |
| 2,825 |
| 2006 |
|
Citrus Heights, CA |
| 75,620 |
| (C) |
| 1,633 |
| 4,793 |
| 191 |
| 1,634 |
| 4,983 |
| 6,617 |
| 1,257 |
| 2005 |
|
| 75,620 |
| (A) |
| 1,633 |
| 4,793 |
| 207 |
| 1,634 |
| 4,259 |
| 5,893 |
| 1,003 |
| 2005 |
|
Diamond Bar, CA |
| 103,034 |
| (T) |
| 2,522 |
| 7,404 |
| 236 |
| 2,524 |
| 7,638 |
| 10,162 |
| 1,925 |
| 2005 |
|
| 102,984 |
|
|
| 2,522 |
| 7,404 |
| 150 |
| 2,524 |
| 6,461 |
| 8,985 |
| 1,551 |
| 2005 |
|
Escondido, CA |
| 142,970 |
| (S) |
| 3,040 |
| 11,804 |
| (755 | ) | 3,040 |
| 11,049 |
| 14,089 |
| 1,397 |
| 2007 |
|
| 142,670 |
|
|
| 3,040 |
| 11,804 |
| 142 |
| 3,040 |
| 9,592 |
| 12,632 |
| 1,610 |
| 2007 |
|
Fallbrook, CA |
| 46,370 |
| (F) |
| 133 |
| 1,492 |
| 1,470 |
| 432 |
| 2,663 |
| 3,095 |
| 777 |
| 1997 |
|
| 46,620 |
|
|
| 133 |
| 1,492 |
| 1,726 |
| 432 |
| 2,719 |
| 3,151 |
| 969 |
| 1997 |
|
Hemet, CA |
| 66,040 |
| (D) |
| 125 |
| 1,396 |
| 1,309 |
| 417 |
| 2,413 |
| 2,830 |
| 717 |
| 1997 |
| |||||||||||||||||||||
Highland I, CA |
| 76,765 |
| (D) |
| 215 |
| 2,407 |
| 1,966 |
| 582 |
| 4,006 |
| 4,588 |
| 1,234 |
| 1997 |
| |||||||||||||||||||||
Highland II, CA |
| 62,257 |
| (T) |
| 1,277 |
| 5,847 |
| 248 |
| 1,277 |
| 6,095 |
| 7,372 |
| 1,279 |
| 2006 |
| |||||||||||||||||||||
Lancaster, CA |
| 60,665 |
| (E) |
| 390 |
| 2,247 |
| 684 |
| 556 |
| 2,765 |
| 3,321 |
| 659 |
| 2001 |
|
| 60,675 |
|
|
| 390 |
| 2,247 |
| 934 |
| 556 |
| 2,681 |
| 3,237 |
| 845 |
| 2001 |
|
Long Beach, CA |
| 124,363 |
| (T) |
| 3,138 |
| 14,368 |
| 341 |
| 3,138 |
| 14,709 |
| 17,847 |
| 3,091 |
| 2006 |
|
| 125,091 |
|
|
| 3,138 |
| 14,368 |
| 391 |
| 3,138 |
| 12,848 |
| 15,986 |
| 2,822 |
| 2006 |
|
Murrieta, CA |
| 49,790 |
| (S) |
| 1,883 |
| 5,532 |
| 188 |
| 1,903 |
| 5,700 |
| 7,603 |
| 1,344 |
| 2005 |
|
| 49,835 |
|
|
| 1,883 |
| 5,532 |
| 129 |
| 1,903 |
| 4,796 |
| 6,699 |
| 1,098 |
| 2005 |
|
North Highlands, CA |
| 57,244 |
| (C) |
| 868 |
| 2,546 |
| 270 |
| 868 |
| 2,816 |
| 3,684 |
| 698 |
| 2005 |
|
| 57,244 |
| (A) |
| 868 |
| 2,546 |
| 273 |
| 868 |
| 2,373 |
| 3,241 |
| 570 |
| 2005 |
|
Orangevale, CA |
| 51,142 |
| (C) |
| 1,423 |
| 4,175 |
| 237 |
| 1,423 |
| 4,412 |
| 5,835 |
| 1,093 |
| 2005 |
|
| 50,317 |
| (A) |
| 1,423 |
| 4,175 |
| 232 |
| 1,423 |
| 3,746 |
| 5,169 |
| 892 |
| 2005 |
|
Palm Springs I, CA |
| 72,675 |
| (T) |
| 1,565 |
| 7,164 |
| 127 |
| 1,566 |
| 7,291 |
| 8,856 |
| 1,544 |
| 2006 |
|
| 72,675 |
|
|
| 1,565 |
| 7,164 |
| 104 |
| 1,566 |
| 6,306 |
| 7,872 |
| 1,394 |
| 2006 |
|
Palm Springs II, CA |
| 122,370 |
| (T) |
| 2,131 |
| 9,758 |
| 354 |
| 2,132 |
| 10,110 |
| 12,243 |
| 2,127 |
| 2006 |
|
| 122,550 |
|
|
| 2,131 |
| 9,758 |
| 326 |
| 2,132 |
| 8,728 |
| 10,860 |
| 1,900 |
| 2006 |
|
Pleasanton, CA |
| 85,195 |
|
|
| 2,799 |
| 8,222 |
| 61 |
| 2,799 |
| 8,283 |
| 11,082 |
| 1,940 |
| 2005 |
|
| 85,045 |
|
|
| 2,799 |
| 8,222 |
| 15 |
| 2,799 |
| 6,993 |
| 9,792 |
| 1,608 |
| 2005 |
|
Rancho Cordova, CA |
| 53,928 |
| (C) |
| 1,094 |
| 3,212 |
| 230 |
| 1,095 |
| 3,442 |
| 4,537 |
| 866 |
| 2005 |
|
| 53,978 |
| (A) |
| 1,094 |
| 3,212 |
| 229 |
| 1,095 |
| 2,933 |
| 4,028 |
| 692 |
| 2005 |
|
Redlands, CA |
| 62,805 |
| (F) |
| 196 |
| 2,192 |
| 1,110 |
| 449 |
| 3,049 |
| 3,498 |
| 1,023 |
| 1997 |
| |||||||||||||||||||||
Rialto I, CA |
| 57,371 |
| (S) |
| 899 |
| 4,118 |
| 165 |
| 899 |
| 4,283 |
| 5,183 |
| 902 |
| 2006 |
|
| 57,391 |
|
|
| 899 |
| 4,118 |
| 169 |
| 899 |
| 3,718 |
| 4,617 |
| 819 |
| 2006 |
|
Rialto II, CA |
| 99,783 |
|
|
| 277 |
| 3,098 |
| 1,705 |
| 672 |
| 4,408 |
| 5,080 |
| 1,407 |
| 1997 |
|
| 99,803 |
|
|
| 277 |
| 3,098 |
| 1,682 |
| 672 |
| 3,984 |
| 4,656 |
| 1,665 |
| 1997 |
|
Riverside I, CA |
| 28,310 |
| (T) |
| 42 |
| 465 |
| 620 |
| 141 |
| 986 |
| 1,127 |
| 281 |
| 1997 |
|
| 67,120 |
|
|
| 1,351 |
| 6,183 |
| 189 |
| 1,351 |
| 5,540 |
| 6,891 |
| 1,232 |
| 2006 |
|
Riverside II, CA |
| 20,420 |
| (T) |
| 42 |
| 423 |
| 355 |
| 114 |
| 706 |
| 820 |
| 222 |
| 1997 |
|
| 85,166 |
|
|
| 1,170 |
| 5,359 |
| 316 |
| 1,170 |
| 4,941 |
| 6,111 |
| 1,077 |
| 2006 |
|
Riverside III, CA |
| 46,809 |
| (T) |
| 91 |
| 1,035 |
| 1,043 |
| 310 |
| 1,859 |
| 2,169 |
| 511 |
| 1998 |
| |||||||||||||||||||||
Riverside IV, CA |
| 67,220 |
| (S) |
| 1,351 |
| 6,183 |
| 223 |
| 1,351 |
| 6,406 |
| 7,756 |
| 1,345 |
| 2006 |
| |||||||||||||||||||||
Riverside V, CA |
| 85,346 |
| (T) |
| 1,170 |
| 5,359 |
| 294 |
| 1,170 |
| 5,653 |
| 6,824 |
| 1,193 |
| 2006 |
| |||||||||||||||||||||
Riverside VI, CA |
| 74,900 |
| (T) |
| 1,040 |
| 4,119 |
| (168 | ) | 1,040 |
| 3,951 |
| 4,991 |
| 500 |
| 2007 |
| |||||||||||||||||||||
Roseville, CA |
| 60,094 |
| (C) |
| 1,284 |
| 3,767 |
| 299 |
| 1,284 |
| 4,065 |
| 5,349 |
| 1,006 |
| 2005 |
|
| 59,869 |
| (A) |
| 1,284 |
| 3,767 |
| 303 |
| 1,284 |
| 3,487 |
| 4,771 |
| 836 |
| 2005 |
|
Sacramento I, CA |
| 51,114 |
| (C) |
| 1,152 |
| 3,380 |
| 226 |
| 1,152 |
| 3,605 |
| 4,758 |
| 906 |
| 2005 |
|
| 50,714 |
| (A) |
| 1,152 |
| 3,380 |
| 219 |
| 1,152 |
| 3,051 |
| 4,203 |
| 732 |
| 2005 |
|
Sacramento II, CA |
| 62,130 |
| (C) |
| 1,406 |
| 4,128 |
| 141 |
| 1,407 |
| 4,268 |
| 5,675 |
| 1,075 |
| 2005 |
|
| 61,888 |
| (A) |
| 1,406 |
| 4,128 |
| 203 |
| 1,407 |
| 3,682 |
| 5,089 |
| 865 |
| 2005 |
|
San Bernardino I, CA |
| 83,253 |
| (F) |
| 152 |
| 1,704 |
| 1,422 |
| 450 |
| 2,827 |
| 3,278 |
| 867 |
| 1997 |
|
| 31,070 |
|
|
| 51 |
| 572 |
| 1,142 |
| 182 |
| 1,398 |
| 1,580 |
| 483 |
| 1997 |
|
San Bernardino II, CA |
| 31,070 |
| (A) |
| 51 |
| 572 |
| 1,051 |
| 182 |
| 1,492 |
| 1,674 |
| 396 |
| 1997 |
|
| 41,546 |
|
|
| 112 |
| 1,251 |
| 1,152 |
| 306 |
| 1,876 |
| 2,182 |
| 743 |
| 1997 |
|
San Bernardino III, CA |
| 57,215 |
| (F) |
| 152 |
| 1,695 |
| 1,630 |
| 444 |
| 3,033 |
| 3,477 |
| 1,049 |
| 1997 |
|
| 35,341 |
|
|
| 98 |
| 1,093 |
| 1,035 |
| 242 |
| 1,649 |
| 1,891 |
| 630 |
| 1997 |
|
San Bernardino IV, CA |
| 41,546 |
| (A) |
| 112 |
| 1,251 |
| 992 |
| 306 |
| 2,050 |
| 2,355 |
| 619 |
| 1997 |
|
| 83,166 |
|
|
| 1,872 |
| 5,391 |
| 82 |
| 1,872 |
| 4,756 |
| 6,628 |
| 1,135 |
| 2005 |
|
San Bernardino V, CA |
| 35,671 |
| (A) |
| 98 |
| 1,093 |
| 773 |
| 242 |
| 1,722 |
| 1,964 |
| 531 |
| 1997 |
|
| 57,001 |
|
|
| 783 |
| 3,583 |
| 436 |
| 783 |
| 3,493 |
| 4,276 |
| 771 |
| 2006 |
|
San Bernardino VI, CA |
| 83,507 |
| (E) |
| 1,872 |
| 5,391 |
| 51 |
| 1,872 |
| 5,442 |
| 7,314 |
| 1,400 |
| 2005 |
| |||||||||||||||||||||
San Bernardino VII, CA |
| 56,795 |
| (S) |
| 783 |
| 3,583 |
| 319 |
| 783 |
| 3,902 |
| 4,685 |
| 818 |
| 2006 |
|
| 78,729 |
|
|
| 1,475 |
| 6,753 |
| 236 |
| 1,290 |
| 6,243 |
| 7,533 |
| 1,379 |
| 2006 |
|
San Bernardino VIII, CA |
| 103,860 |
| (S) |
| 1,205 |
| 5,518 |
| 243 |
| 1,205 |
| 5,761 |
| 6,966 |
| 1,663 |
| 2006 |
|
| 95,029 |
|
|
| 1,691 |
| 7,741 |
| 261 |
| 1,692 |
| 6,059 |
| 7,751 |
| 2,262 |
| 2006 |
|
San Marcos, CA |
| 37,430 |
|
|
| 775 |
| 2,288 |
| 107 |
| 776 |
| 2,031 |
| 2,807 |
| 484 |
| 2005 |
| |||||||||||||||||||||
Santa Ana, CA |
| 63,896 |
|
|
| 1,223 |
| 5,600 |
| 232 |
| 1,223 |
| 5,059 |
| 6,282 |
| 1,118 |
| 2006 |
| |||||||||||||||||||||
South Sacramento, CA |
| 52,165 |
| (A) |
| 790 |
| 2,319 |
| 227 |
| 791 |
| 2,150 |
| 2,941 |
| 510 |
| 2005 |
| |||||||||||||||||||||
Spring Valley, CA |
| 55,045 |
|
|
| 1,178 |
| 5,394 |
| 507 |
| 1,178 |
| 5,157 |
| 6,335 |
| 1,145 |
| 2006 |
| |||||||||||||||||||||
Temecula I, CA |
| 81,550 |
|
|
| 660 |
| 4,735 |
| 1,185 |
| 899 |
| 5,485 |
| 6,384 |
| 1,063 |
| 1998 |
| |||||||||||||||||||||
Temecula II, CA |
| 84,398 |
|
|
| 3,080 |
| 5,839 |
| 143 |
| 3,080 |
| 5,053 |
| 8,133 |
| 853 |
| 2007 |
| |||||||||||||||||||||
Thousand Palms, CA |
| 74,305 |
|
|
| 1,493 |
| 6,835 |
| 422 |
| 1,493 |
| 6,241 |
| 7,734 |
| 1,365 |
| 2006 |
| |||||||||||||||||||||
Vista I, CA |
| 74,405 |
|
|
| 711 |
| 4,076 |
| 2,259 |
| 1,118 |
| 5,407 |
| 6,525 |
| 1,586 |
| 2001 |
| |||||||||||||||||||||
Vista II, CA |
| 148,081 |
|
|
| 4,629 |
| 13,599 |
| 115 |
| 4,629 |
| 11,683 |
| 16,312 |
| 2,670 |
| 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| Gross Carrying Amount at December 31, 2009 |
|
|
|
|
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
San Bernardino IX, CA |
| 78,839 |
| (S) |
| 1,475 |
| 6,753 |
| 291 |
| 1,476 |
| 7,043 |
| 8,518 |
| 1,482 |
| 2005 |
| |||||||||||||||||||||
San Bernardino X, CA |
| 95,154 |
| (T) |
| 1,691 |
| 7,741 |
| 283 |
| 1,692 |
| 8,023 |
| 9,714 |
| 2,506 |
| 2005 |
| |||||||||||||||||||||
San Marcos, CA |
| 37,430 |
| (G) |
| 775 |
| 2,288 |
| 109 |
| 776 |
| 2,395 |
| 3,171 |
| 598 |
| 2005 |
| |||||||||||||||||||||
Santa Ana, CA |
| 64,571 |
| (T) |
| 1,223 |
| 5,600 |
| 222 |
| 1,223 |
| 5,822 |
| 7,045 |
| 1,219 |
| 2005 |
| |||||||||||||||||||||
South Sacramento, CA |
| 51,740 |
| (C) |
| 790 |
| 2,319 |
| 234 |
| 791 |
| 2,552 |
| 3,343 |
| 634 |
| 2005 |
| |||||||||||||||||||||
Spring Valley, CA |
| 55,045 |
| (S) |
| 1,178 |
| 5,394 |
| 344 |
| 1,178 |
| 5,738 |
| 6,917 |
| 1,194 |
| 2005 |
| |||||||||||||||||||||
Sun City, CA |
| 38,335 |
| (T) |
| 140 |
| 1,579 |
| 892 |
| 324 |
| 2,287 |
| 2,611 |
| 692 |
| 1998 |
| |||||||||||||||||||||
Temecula I, CA |
| 81,700 |
|
|
| 660 |
| 4,735 |
| 811 |
| 899 |
| 5,309 |
| 6,206 |
| 1,317 |
| 1998 |
| |||||||||||||||||||||
Temecula II, CA |
| 84,345 |
| (S) |
| 3,080 |
| 5,839 |
| -3 |
| 3,080 |
| 5,835 |
| 8,915 |
| 739 |
| 2007 |
| |||||||||||||||||||||
Thousand Palms, CA |
| 75,445 |
| (T) |
| 1,493 |
| 6,835 |
| 350 |
| 1,493 |
| 7,185 |
| 8,678 |
| 1,532 |
| 2005 |
| |||||||||||||||||||||
Vista I, CA |
| 74,605 |
| (D) |
| 711 |
| 4,076 |
| 1,595 |
| 1,118 |
| 5,264 |
| 6,382 |
| 1,148 |
| 2001 |
| |||||||||||||||||||||
Vista II, CA |
| 147,421 |
| (T) |
| 4,629 |
| 13,599 |
| 131 |
| 4,629 |
| 13,730 |
| 18,359 |
| 3,205 |
| 2005 |
| |||||||||||||||||||||
Walnut, CA |
| 50,708 |
| (T) |
| 1,578 |
| 4,635 |
| 181 |
| 1,595 |
| 4,799 |
| 6,394 |
| 1,131 |
| 2005 |
|
| 50,708 |
|
|
| 1,578 |
| 4,635 |
| 148 |
| 1,595 |
| 4,044 |
| 5,639 |
| 934 |
| 2005 |
|
West Sacramento, CA |
| 39,715 |
| (O) |
| 1,222 |
| 3,590 |
| 114 |
| 1,222 |
| 3,704 |
| 4,926 |
| 863 |
| 2005 |
|
| 40,040 |
| (D) |
| 1,222 |
| 3,590 |
| 143 |
| 1,222 |
| 3,184 |
| 4,406 |
| 726 |
| 2005 |
|
Westminster, CA |
| 68,148 |
| (G) |
| 1,740 |
| 5,142 |
| 229 |
| 1,743 |
| 5,368 |
| 7,111 |
| 1,354 |
| 2005 |
|
| 68,098 |
|
|
| 1,740 |
| 5,142 |
| 277 |
| 1,743 |
| 4,535 |
| 6,278 |
| 1,099 |
| 2005 |
|
Yucaipa, CA |
| 77,560 |
| (F) |
| 198 |
| 2,221 |
| 1,588 |
| 525 |
| 3,482 |
| 4,007 |
| 1,099 |
| 1997 |
| |||||||||||||||||||||
Aurora, CO |
| 75,627 |
| (C) |
| 1,343 |
| 2,986 |
| 239 |
| 1,343 |
| 3,224 |
| 4,567 |
| 833 |
| 2005 |
|
| 75,867 |
| (A) |
| 1,343 |
| 2,986 |
| 271 |
| 1,343 |
| 2,723 |
| 4,066 |
| 624 |
| 2005 |
|
Colorado Springs I, CO |
| 47,975 |
| (T) |
| 771 |
| 1,717 |
| 272 |
| 771 |
| 1,989 |
| 2,760 |
| 485 |
| 2005 |
|
| 47,925 |
|
|
| 771 |
| 1,717 |
| 282 |
| 771 |
| 1,657 |
| 2,428 |
| 376 |
| 2005 |
|
Colorado Springs II, CO |
| 62,400 |
| 1,920 |
| 657 |
| 2,674 |
| 185 |
| 656 |
| 2,860 |
| 3,516 |
| 587 |
| 2005 |
|
| 62,300 |
| 1,784 |
| 657 |
| 2,674 |
| 201 |
| 656 |
| 2,388 |
| 3,044 |
| 515 |
| 2006 |
|
Denver I, CO |
| 59,200 |
|
|
| 673 |
| 2,741 |
| 184 |
| 674 |
| 2,432 |
| 3,106 |
| 574 |
| 2006 |
| |||||||||||||||||||||
Denver II, CO |
| 59,200 |
| (T) |
| 673 |
| 2,741 |
| 164 |
| 674 |
| 2,904 |
| 3,578 |
| 673 |
| 2005 |
|
| 74,520 |
|
|
| 1,430 |
| 7,053 |
| 1 |
| 1,430 |
| 7,053 |
| 8,483 |
| 56 |
| 2012 |
|
Federal Heights, CO |
| 54,770 |
| (C) |
| 878 |
| 1,953 |
| 172 |
| 879 |
| 2,125 |
| 3,003 |
| 545 |
| 2005 |
|
| 54,770 |
| (A) |
| 878 |
| 1,953 |
| 232 |
| 879 |
| 1,791 |
| 2,670 |
| 396 |
| 2005 |
|
Golden, CO |
| 85,830 |
| (C) |
| 1,683 |
| 3,744 |
| 239 |
| 1,684 |
| 3,983 |
| 5,666 |
| 1,025 |
| 2005 |
|
| 87,382 |
| (A) |
| 1,683 |
| 3,744 |
| 351 |
| 1,684 |
| 3,425 |
| 5,109 |
| 773 |
| 2005 |
|
Littleton I , CO |
| 53,490 |
| (C) |
| 1,268 |
| 2,820 |
| 151 |
| 1,268 |
| 2,970 |
| 4,239 |
| 761 |
| 2005 |
| |||||||||||||||||||||
Littleton, CO |
| 53,490 |
| (A) |
| 1,268 |
| 2,820 |
| 164 |
| 1,268 |
| 2,476 |
| 3,744 |
| 556 |
| 2005 |
| |||||||||||||||||||||
Northglenn, CO |
| 52,102 |
| (C) |
| 862 |
| 1,917 |
| 137 |
| 862 |
| 2,053 |
| 2,916 |
| 538 |
| 2005 |
|
| 52,102 |
| (A) |
| 862 |
| 1,917 |
| 353 |
| 862 |
| 1,857 |
| 2,719 |
| 394 |
| 2005 |
|
Bloomfield, CT |
| 48,700 |
| (T) |
| 78 |
| 880 |
| 2,176 |
| 360 |
| 2,774 |
| 3,134 |
| 822 |
| 1997 |
|
| 48,700 |
|
|
| 78 |
| 880 |
| 2,263 |
| 360 |
| 2,571 |
| 2,931 |
| 935 |
| 1997 |
|
Branford, CT |
| 50,679 |
|
|
| 217 |
| 2,433 |
| 1,198 |
| 504 |
| 3,343 |
| 3,848 |
| 1,225 |
| 1995 |
|
| 50,679 |
|
|
| 217 |
| 2,433 |
| 1,214 |
| 504 |
| 2,863 |
| 3,367 |
| 1,501 |
| 1995 |
|
Bristol, CT |
| 48,050 |
| (E) |
| 1,819 |
| 3,161 |
| 87 |
| 1,819 |
| 3,248 |
| 5,067 |
| 915 |
| 2005 |
|
| 47,725 |
|
|
| 1,819 |
| 3,161 |
| 75 |
| 1,819 |
| 2,772 |
| 4,591 |
| 730 |
| 2005 |
|
East Windsor, CT |
| 45,900 |
| (A) |
| 744 |
| 1,294 |
| 327 |
| 744 |
| 1,621 |
| 2,366 |
| 437 |
| 2005 |
|
| 46,016 |
|
|
| 744 |
| 1,294 |
| 418 |
| 744 |
| 1,441 |
| 2,185 |
| 374 |
| 2005 |
|
Enfield, CT |
| 52,875 |
| (D) |
| 424 |
| 2,424 |
| -150 |
| 473 |
| 2,225 |
| 2,698 |
| 551 |
| 2001 |
|
| 52,875 |
|
|
| 424 |
| 2,424 |
| 384 |
| 473 |
| 2,216 |
| 2,689 |
| 787 |
| 2001 |
|
Gales Ferry, CT |
| 54,130 |
| (T) |
| 240 |
| 2,697 |
| 1,028 |
| 489 |
| 3,477 |
| 3,965 |
| 1,101 |
| 1995 |
|
| 54,230 |
|
|
| 240 |
| 2,697 |
| 1,413 |
| 489 |
| 3,437 |
| 3,926 |
| 1,373 |
| 1995 |
|
Manchester I, CT (6) |
| 47,125 |
| (D) |
| 540 |
| 3,096 |
| -317 |
| 563 |
| 2,756 |
| 3,319 |
| 640 |
| 2002 |
| |||||||||||||||||||||
Manchester I, CT |
| 47,025 |
|
|
| 540 |
| 3,096 |
| 341 |
| 563 |
| 2,664 |
| 3,227 |
| 1,000 |
| 2002 |
| |||||||||||||||||||||
Manchester II, CT |
| 52,725 |
| (E) |
| 996 |
| 1,730 |
| 137 |
| 996 |
| 1,867 |
| 2,863 |
| 515 |
| 2005 |
|
| 52,725 |
|
|
| 996 |
| 1,730 |
| 210 |
| 996 |
| 1,633 |
| 2,629 |
| 420 |
| 2005 |
|
Milford, CT |
| 44,885 |
| (T) |
| 87 |
| 1,050 |
| 1,059 |
| 274 |
| 1,922 |
| 2,196 |
| 664 |
| 1994 |
|
| 44,885 |
|
|
| 87 |
| 1,050 |
| 1,085 |
| 274 |
| 1,665 |
| 1,939 |
| 755 |
| 1996 |
|
Monroe, CT |
| 58,500 |
| (E) |
| 2,004 |
| 3,483 |
| 548 |
| 2,004 |
| 4,031 |
| 6,035 |
| 1,113 |
| 2005 |
|
| 58,700 |
|
|
| 2,004 |
| 3,483 |
| 557 |
| 2,004 |
| 3,356 |
| 5,360 |
| 914 |
| 2005 |
|
Mystic, CT |
| 50,725 |
| (T) |
| 136 |
| 1,645 |
| 1,733 |
| 410 |
| 3,104 |
| 3,514 |
| 1,074 |
| 1994 |
|
| 50,725 |
|
|
| 136 |
| 1,645 |
| 1,799 |
| 410 |
| 2,720 |
| 3,130 |
| 1,268 |
| 1996 |
|
Newington I, CT |
| 42,520 |
| (E) |
| 1,059 |
| 1,840 |
| 80 |
| 1,059 |
| 1,920 |
| 2,978 |
| 541 |
| 2005 |
|
| 42,620 |
|
|
| 1,059 |
| 1,840 |
| 154 |
| 1,059 |
| 1,700 |
| 2,759 |
| 440 |
| 2005 |
|
Newington II, CT |
| 36,140 |
| (E) |
| 911 |
| 1,584 |
| 155 |
| 911 |
| 1,739 |
| 2,650 |
| 479 |
| 2005 |
|
| 36,140 |
|
|
| 911 |
| 1,584 |
| 226 |
| 911 |
| 1,536 |
| 2,447 |
| 391 |
| 2005 |
|
Norwalk, CT |
| 31,239 |
|
|
| 646 |
| 3,187 |
| 1 |
| 646 |
| 3,188 |
| 3,834 |
| 42 |
| 2012 |
| |||||||||||||||||||||
Old Saybrook I, CT |
| 87,625 |
| (E) |
| 3,092 |
| 5,374 |
| 304 |
| 3,092 |
| 5,678 |
| 8,770 |
| 1,588 |
| 2005 |
|
| 86,950 |
|
|
| 3,092 |
| 5,374 |
| 429 |
| 3,092 |
| 4,950 |
| 8,042 |
| 1,312 |
| 2005 |
|
Old Saybrook II, CT |
| 26,425 |
| (E) |
| 1,135 |
| 1,973 |
| 205 |
| 1,135 |
| 2,178 |
| 3,313 |
| 597 |
| 2005 |
|
| 26,425 |
|
|
| 1,135 |
| 1,973 |
| 213 |
| 1,135 |
| 1,858 |
| 2,993 |
| 501 |
| 2005 |
|
Shelton, CT |
| 78,465 |
|
|
| 1,449 |
| 8,221 |
| 173 |
| 1,449 |
| 7,311 |
| 8,760 |
| 315 |
| 2011 |
| |||||||||||||||||||||
Stamford, CT |
| 28,957 |
|
|
| 1,941 |
| 3,374 |
| 73 |
| 1,941 |
| 2,911 |
| 4,852 |
| 766 |
| 2005 |
| |||||||||||||||||||||
South Windsor, CT |
| 72,125 |
|
|
| 90 |
| 1,127 |
| 1,121 |
| 272 |
| 2,065 |
| 2,338 |
| 678 |
| 1994 |
|
| 72,125 |
|
|
| 90 |
| 1,127 |
| 1,095 |
| 272 |
| 1,811 |
| 2,083 |
| 780 |
| 1996 |
|
Stamford, CT |
| 28,957 |
| (E) |
| 1,941 |
| 3,374 |
| 76 |
| 1,941 |
| 3,450 |
| 5,391 |
| 980 |
| 2005 |
| |||||||||||||||||||||
Washington, DC |
| 62,695 |
| (O) |
| 871 |
| 12,759 |
| 102 |
| 894 |
| 11,987 |
| 12,881 |
| 1,247 |
| 2008 |
| |||||||||||||||||||||
Wilton, CT |
| 84,475 |
| 13,060 |
| 2,409 |
| 12,261 |
| 63 |
| 2,421 |
| 12,384 |
| 14,805 |
| 326 |
| 2012 |
| |||||||||||||||||||||
Washington , DC |
| 63,085 |
| (D) |
| 871 |
| 12,759 |
| 388 |
| 894 |
| 10,465 |
| 11,359 |
| 1,618 |
| 2008 |
| |||||||||||||||||||||
Washington , DC |
| 82,530 |
|
|
| 3,152 |
| 13,612 |
| 71 |
| 3,154 |
| 11,909 |
| 15,063 |
| 378 |
| 2011 |
| |||||||||||||||||||||
Boca Raton, FL |
| 37,958 |
| (F) |
| 529 |
| 3,054 |
| 895 |
| 813 |
| 3,665 |
| 4,478 |
| 838 |
| 2001 |
|
| 37,958 |
|
|
| 529 |
| 3,054 |
| 1,488 |
| 813 |
| 3,635 |
| 4,448 |
| 1,124 |
| 2001 |
|
Boynton Beach I, FL |
| 61,977 |
| (E) |
| 667 |
| 3,796 |
| 906 |
| 958 |
| 4,411 |
| 5,369 |
| 1,029 |
| 2001 |
|
| 61,749 |
|
|
| 667 |
| 3,796 |
| 1,646 |
| 958 |
| 4,352 |
| 5,310 |
| 1,366 |
| 2001 |
|
Boynton Beach II, FL |
| 61,777 |
| (A) |
| 1,030 |
| 2,968 |
| 218 |
| 1,030 |
| 3,186 |
| 4,217 |
| 785 |
| 2005 |
|
| 61,703 |
|
|
| 1,030 |
| 2,968 |
| 257 |
| 1,030 |
| 2,790 |
| 3,820 |
| 663 |
| 2005 |
|
Bradenton I, FL |
| 68,391 |
| (T) |
| 1,180 |
| 3,324 |
| 146 |
| 1,180 |
| 3,470 |
| 4,650 |
| 914 |
| 2005 |
|
| 68,391 |
|
|
| 1,180 |
| 3,324 |
| 199 |
| 1,180 |
| 3,003 |
| 4,183 |
| 736 |
| 2004 |
|
Bradenton II, FL |
| 87,810 |
| (T) |
| 1,931 |
| 5,561 |
| 322 |
| 1,931 |
| 5,883 |
| 7,814 |
| 1,539 |
| 2005 |
|
| 87,960 |
|
|
| 1,931 |
| 5,561 |
| 731 |
| 1,931 |
| 5,197 |
| 7,128 |
| 1,284 |
| 2004 |
|
Cape Coral, FL |
| 76,592 |
| (F) |
| 472 |
| 2,769 |
| 1,992 |
| 830 |
| 4,403 |
| 5,233 |
| 1,239 |
| 2005 |
|
| 76,627 |
|
|
| 472 |
| 2,769 |
| 2,476 |
| 830 |
| 4,311 |
| 5,141 |
| 1,591 |
| 2000 |
|
Dania Beach, FL (6) |
| 181,513 |
| (T) |
| 3,584 |
| 10,324 |
| 838 |
| 3,584 |
| 11,163 |
| 14,746 |
| 2,870 |
| 2005 |
| |||||||||||||||||||||
Coconut Creek, FL |
| 78,783 |
|
|
| 1,189 |
| 5,863 |
| 3 |
| 1,189 |
| 5,866 |
| 7,055 |
| 47 |
| 2012 |
| |||||||||||||||||||||
Dania Beach, FL |
| 168,217 |
|
|
| 3,584 |
| 10,324 |
| 1,049 |
| 3,584 |
| 9,876 |
| 13,460 |
| 2,412 |
| 2004 |
| |||||||||||||||||||||
Dania, FL |
| 58,270 |
| (T) |
| 205 |
| 2,068 |
| 1,373 |
| 481 |
| 3,165 |
| 3,646 |
| 1,091 |
| 1994 |
|
| 58,270 |
|
|
| 205 |
| 2,068 |
| 1,373 |
| 481 |
| 2,745 |
| 3,226 |
| 1,269 |
| 1996 |
|
Davie, FL |
| 81,135 |
| (D) |
| 1,268 |
| 7,183 |
| -1,089 |
| 1,373 |
| 5,989 |
| 7,362 |
| 1,124 |
| 2005 |
|
| 80,985 |
|
|
| 1,268 |
| 7,183 |
| 759 |
| 1,373 |
| 5,678 |
| 7,051 |
| 2,297 |
| 2002 |
|
Deerfield Beach, FL |
| 57,280 |
| (A) |
| 946 |
| 2,999 |
| 1,875 |
| 1,311 |
| 4,509 |
| 5,820 |
| 1,120 |
| 1998 |
|
| 57,230 |
|
|
| 946 |
| 2,999 |
| 1,983 |
| 1,311 |
| 4,492 |
| 5,803 |
| 1,468 |
| 1998 |
|
Delray Beach, FL |
| 67,821 |
| (A) |
| 798 |
| 4,539 |
| -232 |
| 883 |
| 4,222 |
| 5,105 |
| 1,044 |
| 2001 |
|
| 67,813 |
|
|
| 798 |
| 4,539 |
| 646 |
| 883 |
| 4,184 |
| 5,067 |
| 1,379 |
| 2001 |
|
Fernandina Beach, FL |
| 110,785 |
| (T) |
| 189 |
| 2,111 |
| 4,875 |
| 523 |
| 6,652 |
| 7,175 |
| 1,729 |
| 1996 |
|
| 110,995 |
|
|
| 378 |
| 4,222 |
| 3,563 |
| 643 |
| 6,911 |
| 7,554 |
| 2,160 |
| 1996 |
|
Ft. Lauderdale, FL |
| 70,093 |
| (D) |
| 937 |
| 3,646 |
| 2,177 |
| 1,384 |
| 5,376 |
| 6,760 |
| 1,340 |
| 1999 |
|
| 70,063 |
|
|
| 937 |
| 3,646 |
| 2,396 |
| 1,384 |
| 5,407 |
| 6,791 |
| 1,800 |
| 1999 |
|
Ft. Myers, FL |
| 67,642 |
| (A) |
| 303 |
| 3,329 |
| 156 |
| 328 |
| 3,459 |
| 3,788 |
| 1,017 |
| 1998 |
|
| 67,510 |
|
|
| 303 |
| 3,329 |
| 688 |
| 328 |
| 3,398 |
| 3,726 |
| 1,268 |
| 1999 |
|
Jacksonville I, FL |
| 80,586 |
| (T) |
| 1,862 |
| 5,362 |
| 40 |
| 1,862 |
| 5,401 |
| 7,263 |
| 1,163 |
| 2005 |
|
| 80,296 |
|
|
| 1,862 |
| 5,362 |
| 45 |
| 1,862 |
| 4,725 |
| 6,587 |
| 1,010 |
| 2005 |
|
Jacksonville II, FL |
| 65,070 |
|
|
| 950 |
| 7,004 |
| -631 |
| 950 |
| 6,373 |
| 7,323 |
| 807 |
| 2007 |
|
| 65,270 |
|
|
| 950 |
| 7,004 |
| 40 |
| 950 |
| 5,488 |
| 6,438 |
| 924 |
| 2007 |
|
Jacksonville III, FL |
| 65,595 |
| (T) |
| 860 |
| 7,409 |
| 258 |
| 1,670 |
| 6,857 |
| 8,527 |
| 867 |
| 2007 |
|
| 65,580 |
|
|
| 860 |
| 7,409 |
| 963 |
| 1,670 |
| 5,971 |
| 7,641 |
| 1,000 |
| 2007 |
|
Jacksonville IV, FL |
| 78,370 |
| (T) |
| 870 |
| 8,049 |
| 0 |
| 870 |
| 8,049 |
| 8,919 |
| 1,020 |
| 2007 |
|
| 77,425 |
|
|
| 870 |
| 8,049 |
| 1,007 |
| 1,651 |
| 6,981 |
| 8,632 |
| 1,170 |
| 2007 |
|
Jacksonville V, FL |
| 82,160 |
| (T) |
| 1,220 |
| 8,210 |
| -463 |
| 1,220 |
| 7,747 |
| 8,967 |
| 977 |
| 2007 |
|
| 81,835 |
|
|
| 1,220 |
| 8,210 |
| 265 |
| 1,220 |
| 6,766 |
| 7,986 |
| 1,129 |
| 2007 |
|
Lake Worth, FL |
| 161,808 |
| (F) |
| 183 |
| 6,597 |
| 3,802 |
| 183 |
| 10,399 |
| 10,582 |
| 3,403 |
| 2005 |
|
| 161,808 |
|
|
| 183 |
| 6,597 |
| 6,929 |
| 183 |
| 11,573 |
| 11,756 |
| 4,218 |
| 1998 |
|
Lakeland I, FL |
| 49,095 |
| (A) |
| 81 |
| 896 |
| 799 |
| 256 |
| 1,520 |
| 1,776 |
| 556 |
| 1994 |
| |||||||||||||||||||||
Lakeland, FL |
| 49,111 |
|
|
| 81 |
| 896 |
| 998 |
| 256 |
| 1,319 |
| 1,575 |
| 749 |
| 1994 |
| |||||||||||||||||||||
Kendall, FL |
| 75,395 |
| (O) |
| 2,350 |
| 8,106 |
| -711 |
| 2,350 |
| 7,395 |
| 9,745 |
| 934 |
| 2007 |
|
| 75,395 |
| (D) |
| 2,350 |
| 8,106 |
| 160 |
| 2,350 |
| 6,493 |
| 8,843 |
| 1,083 |
| 2007 |
|
Lutz I, FL |
| 66,595 |
| (T) |
| 901 |
| 2,478 |
| 104 |
| 901 |
| 2,582 |
| 3,483 |
| 688 |
| 2005 |
|
| 66,795 |
|
|
| 901 |
| 2,478 |
| 166 |
| 901 |
| 2,258 |
| 3,159 |
| 549 |
| 2004 |
|
Lutz II, FL |
| 69,232 |
|
|
| 992 |
| 2,868 |
| 227 |
| 992 |
| 3,095 |
| 4,087 |
| 815 |
| 2005 |
|
| 69,232 |
|
|
| 992 |
| 2,868 |
| 229 |
| 992 |
| 2,587 |
| 3,579 |
| 632 |
| 2004 |
|
Margate I, FL |
| 54,505 |
| (A) |
| 161 |
| 1,763 |
| 1,769 |
| 399 |
| 3,294 |
| 3,693 |
| 1,083 |
| 1994 |
|
| 54,165 |
|
|
| 161 |
| 1,763 |
| 1,814 |
| 399 |
| 2,933 |
| 3,332 |
| 1,279 |
| 1996 |
|
Margate II, FL |
| 65,186 |
| (T) |
| 132 |
| 1,473 |
| 1,701 |
| 383 |
| 2,924 |
| 3,306 |
| 918 |
| 1996 |
|
| 65,186 |
|
|
| 132 |
| 1,473 |
| 1,787 |
| 383 |
| 2,671 |
| 3,054 |
| 1,102 |
| 1996 |
|
Merrit Island, FL |
| 50,417 |
| (A) |
| 716 |
| 2,983 |
| -113 |
| 796 |
| 2,790 |
| 3,586 |
| 577 |
| 2005 |
|
| 50,417 |
|
|
| 716 |
| 2,983 |
| 533 |
| 796 |
| 2,780 |
| 3,576 |
| 782 |
| 2002 |
|
Miami I, FL |
| 46,825 |
| (D) |
| 179 |
| 1,999 |
| 1,459 |
| 484 |
| 3,153 |
| 3,637 |
| 953 |
| 2005 |
|
| 46,825 |
|
|
| 179 |
| 1,999 |
| 1,738 |
| 484 |
| 3,054 |
| 3,538 |
| 1,597 |
| 1996 |
|
Miami II, FL |
| 67,060 |
| (E) |
| 253 |
| 2,544 |
| 1,398 |
| 561 |
| 3,634 |
| 4,195 |
| 1,297 |
| 1994 |
|
| 67,010 |
|
|
| 253 |
| 2,544 |
| 1,423 |
| 561 |
| 3,151 |
| 3,712 |
| 1,513 |
| 1996 |
|
Miami III, FL |
| 150,735 |
|
|
| 4,577 |
| 13,185 |
| 589 |
| 4,577 |
| 11,951 |
| 16,528 |
| 2,599 |
| 2005 |
| |||||||||||||||||||||
Miami IV, FL |
| 150,510 |
| (T) |
| 4,577 |
| 13,185 |
| 459 |
| 4,577 |
| 13,643 |
| 18,220 |
| 2,962 |
| 2005 |
|
| 76,352 |
|
|
| 1,852 |
| 10,494 |
| 848 |
| 1,963 |
| 9,782 |
| 11,745 |
| 539 |
| 2011 |
|
Naples I, FL |
| 48,150 |
| 1,121 |
| 90 |
| 1,010 |
| 2,205 |
| 270 |
| 3,035 |
| 3,305 |
| 901 |
| 1996 |
|
| 48,150 |
|
|
| 90 |
| 1,010 |
| 2,443 |
| 270 |
| 3,079 |
| 3,349 |
| 1,243 |
| 1996 |
|
Naples II, FL |
| 65,850 |
| (E) |
| 148 |
| 1,652 |
| 4,200 |
| 558 |
| 5,443 |
| 6,000 |
| 1,599 |
| 1997 |
|
| 65,850 |
|
|
| 148 |
| 1,652 |
| 4,247 |
| 558 |
| 5,209 |
| 5,767 |
| 1,978 |
| 1997 |
|
Naples III, FL |
| 80,675 |
| (A) |
| 139 |
| 1,561 |
| 3,375 |
| 598 |
| 4,477 |
| 5,075 |
| 1,440 |
| 1997 |
|
| 80,266 |
|
|
| 139 |
| 1,561 |
| 4,039 |
| 598 |
| 4,294 |
| 4,892 |
| 1,918 |
| 1997 |
|
Naples IV, FL |
| 40,600 |
|
|
| 262 |
| 2,980 |
| 544 |
| 407 |
| 3,277 |
| 3,684 |
| 1,334 |
| 1998 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| Gross Carrying Amount at December 31, 2009 |
|
|
|
|
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||||||||
Description |
| Square |
| Encumbrances |
| Land |
| Building and |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
Naples IV, FL |
| 40,700 |
| (T) |
| 262 |
| 2,980 |
| 461 |
| 407 |
| 3,296 |
| 3,703 |
| 1,106 |
| 1998 |
| |||||||||||||||||||||
Ocoee, FL |
| 76,130 |
| 3,263 |
| 1,286 |
| 3,705 |
| 95 |
| 1,286 |
| 3,800 |
| 5,087 |
| 926 |
| 2005 |
|
| 76,250 |
|
|
| 1,286 |
| 3,705 |
| 85 |
| 1,286 |
| 3,273 |
| 4,559 |
| 752 |
| 2005 |
|
Orange City, FL |
| 59,586 |
| (T) |
| 1,191 |
| 3,209 |
| 85 |
| 1,191 |
| 3,294 |
| 4,485 |
| 862 |
| 2005 |
|
| 59,586 |
|
|
| 1,191 |
| 3,209 |
| 125 |
| 1,191 |
| 2,846 |
| 4,037 |
| 706 |
| 2004 |
|
Orlando I, FL (6) |
| 52,170 |
| (T) |
| 187 |
| 2,088 |
| 520 |
| 240 |
| 2,555 |
| 2,795 |
| 1,064 |
| 1997 |
| |||||||||||||||||||||
Orlando II, FL |
| 63,084 |
| (E) |
| 1,589 |
| 4,576 |
| 75 |
| 1,589 |
| 4,651 |
| 6,239 |
| 1,137 |
| 2005 |
|
| 63,084 |
|
|
| 1,589 |
| 4,576 |
| 135 |
| 1,589 |
| 4,072 |
| 5,661 |
| 933 |
| 2005 |
|
Orlando III, FL |
| 104,140 |
| (T) |
| 1,209 |
| 7,768 |
| 220 |
| 1,209 |
| 7,988 |
| 9,197 |
| 1,584 |
| 2005 |
|
| 102,705 |
|
|
| 1,209 |
| 7,768 |
| 454 |
| 1,209 |
| 6,836 |
| 8,045 |
| 1,271 |
| 2006 |
|
Orlando IV, FL |
| 76,565 |
|
|
| 633 |
| 3,587 |
| 92 |
| 633 |
| 3,175 |
| 3,808 |
| 208 |
| 2010 |
| |||||||||||||||||||||
Orlando V, FL |
| 75,359 |
|
|
| 950 |
| 4,685 |
| 1 |
| 950 |
| 4,685 |
| 5,635 |
| 12 |
| 2012 |
| |||||||||||||||||||||
Oviedo, FL |
| 49,251 |
| (T) |
| 440 |
| 2,824 |
| 292 |
| 440 |
| 3,116 |
| 3,556 |
| 636 |
| 2005 |
|
| 49,251 |
|
|
| 440 |
| 2,824 |
| 500 |
| 440 |
| 2,657 |
| 3,097 |
| 503 |
| 2006 |
|
Pembroke Pines, FL |
| 67,321 |
| (D) |
| 337 |
| 3,772 |
| 2,621 |
| 953 |
| 5,777 |
| 6,730 |
| 1,758 |
| 1997 |
|
| 67,321 |
|
|
| 337 |
| 3,772 |
| 2,645 |
| 953 |
| 5,274 |
| 6,227 |
| 2,976 |
| 1997 |
|
Royal Palm Beach I, FL |
| 98,961 |
| (F) |
| 205 |
| 2,148 |
| 2,630 |
| 741 |
| 4,242 |
| 4,983 |
| 1,557 |
| 1994 |
| |||||||||||||||||||||
Royal Palm Beach II, FL |
| 81,415 |
| (T) |
| 1,640 |
| 8,607 |
| (462 | ) | 1,640 |
| 8,146 |
| 9,786 |
| 1,028 |
| 2007 |
|
| 81,405 |
|
|
| 1,640 |
| 8,607 |
| 156 |
| 1,640 |
| 7,102 |
| 8,742 |
| 1,192 |
| 2007 |
|
Sanford, FL |
| 61,810 |
| (T) |
| 453 |
| 2,911 |
| 121 |
| 453 |
| 3,032 |
| 3,486 |
| 613 |
| 2005 |
|
| 61,810 |
|
|
| 453 |
| 2,911 |
| 131 |
| 453 |
| 2,505 |
| 2,958 |
| 463 |
| 2006 |
|
Sarasota, FL |
| 71,102 |
| (A) |
| 333 |
| 3,656 |
| 661 |
| 529 |
| 4,120 |
| 4,650 |
| 1,186 |
| 1998 |
|
| 71,402 |
|
|
| 333 |
| 3,656 |
| 1,238 |
| 529 |
| 4,106 |
| 4,635 |
| 1,499 |
| 1999 |
|
St. Augustine, FL |
| 59,725 |
| (T) |
| 135 |
| 1,515 |
| 3,133 |
| 383 |
| 4,400 |
| 4,783 |
| 1,377 |
| 1996 |
|
| 59,725 |
|
|
| 135 |
| 1,515 |
| 3,309 |
| 383 |
| 4,264 |
| 4,647 |
| 1,687 |
| 1996 |
|
Stuart, FL |
| 86,883 |
| (E) |
| 324 |
| 3,625 |
| 2,673 |
| 685 |
| 5,937 |
| 6,622 |
| 1,803 |
| 1997 |
|
| 87,037 |
|
|
| 324 |
| 3,625 |
| 2,846 |
| 685 |
| 5,568 |
| 6,253 |
| 2,276 |
| 1997 |
|
SW Ranches, FL |
| 64,955 |
| 3,991 |
| 1,390 |
| 7,598 |
| (859 | ) | 1,390 |
| 6,738 |
| 8,128 |
| 853 |
| 2007 |
|
| 64,955 |
|
|
| 1,390 |
| 7,598 |
| 126 |
| 1,390 |
| 5,861 |
| 7,251 |
| 981 |
| 2007 |
|
Tampa II, FL |
| 83,763 |
|
|
| 2,670 |
| 6,249 |
| (423 | ) | 2,670 |
| 5,826 |
| 8,496 |
| 742 |
| 2007 |
| |||||||||||||||||||||
Tampa, FL |
| 83,738 |
|
|
| 2,670 |
| 6,249 |
| 76 |
| 2,670 |
| 4,958 |
| 7,628 |
| 837 |
| 2007 |
| |||||||||||||||||||||
West Palm Beach I, FL |
| 68,063 |
| (T) |
| 719 |
| 3,420 |
| 712 |
| 835 |
| 4,016 |
| 4,851 |
| 978 |
| 2001 |
|
| 68,051 |
|
|
| 719 |
| 3,420 |
| 1,508 |
| 835 |
| 3,953 |
| 4,788 |
| 1,292 |
| 2001 |
|
West Palm Beach II, FL |
| 94,503 |
|
|
| 2,129 |
| 8,671 |
| 261 |
| 2,129 |
| 8,932 |
| 11,061 |
| 2,695 |
| 2005 |
|
| 94,503 |
|
|
| 2,129 |
| 8,671 |
| 260 |
| 2,129 |
| 7,299 |
| 9,428 |
| 1,863 |
| 2004 |
|
West Palm Beach III, FL |
| 85,460 |
|
|
| 804 |
| 3,962 |
| 1 |
| 804 |
| 3,962 |
| 4,766 |
| 10 |
| 2012 |
| |||||||||||||||||||||
Alpharetta, GA |
| 90,485 |
| (F) |
| 806 |
| 4,720 |
| (409 | ) | 967 |
| 4,150 |
| 5,117 |
| 900 |
| 2001 |
|
| 90,485 |
|
|
| 806 |
| 4,720 |
| 949 |
| 967 |
| 4,070 |
| 5,037 |
| 1,182 |
| 2001 |
|
Atlanta, GA |
| 66,675 |
|
|
| 822 |
| 4,053 |
| 1 |
| 822 |
| 4,055 |
| 4,877 |
| 43 |
| 2012 |
| |||||||||||||||||||||
Austell , GA |
| 83,525 |
| 2,244 |
| 1,635 |
| 4,711 |
| 153 |
| 1,643 |
| 4,856 |
| 6,499 |
| 867 |
| 2005 |
|
| 83,875 |
|
|
| 1,635 |
| 4,711 |
| 140 |
| 1,643 |
| 4,196 |
| 5,839 |
| 812 |
| 2006 |
|
Decatur, GA |
| 148,320 |
| (T) |
| 616 |
| 6,776 |
| 33 |
| 616 |
| 6,809 |
| 7,425 |
| 2,313 |
| 1998 |
|
| 145,280 |
|
|
| 616 |
| 6,776 |
| 188 |
| 616 |
| 6,808 |
| 7,424 |
| 2,841 |
| 1998 |
|
Duluth I, GA |
| 70,985 |
|
|
| 373 |
| 2,044 |
| 157 |
| 373 |
| 1,877 |
| 2,250 |
| 88 |
| 2011 |
| |||||||||||||||||||||
Duluth II, GA |
| 47,242 |
|
|
| 681 |
| 3,355 |
| 53 |
| 681 |
| 3,408 |
| 4,089 |
| 99 |
| 2012 |
| |||||||||||||||||||||
Lawrenceville, GA |
| 73,765 |
|
|
| 546 |
| 2,903 |
| 300 |
| 546 |
| 2,787 |
| 3,333 |
| 129 |
| 2011 |
| |||||||||||||||||||||
Leisure City, GA |
| 56,177 |
|
|
| 409 |
| 2,018 |
| 3 |
| 409 |
| 2,020 |
| 2,429 |
| 21 |
| 2012 |
| |||||||||||||||||||||
Norcross I, GA |
| 85,420 |
|
|
| 514 |
| 2,930 |
| 735 |
| 632 |
| 2,935 |
| 3,567 |
| 1,089 |
| 2001 |
| |||||||||||||||||||||
Norcross II, GA |
| 47,270 |
|
|
| 938 |
| 4,625 |
| 33 |
| 938 |
| 4,659 |
| 5,597 |
| 123 |
| 2012 |
| |||||||||||||||||||||
Norcross III, GA |
| 57,555 |
|
|
| 576 |
| 2,839 |
| 1 |
| 576 |
| 2,841 |
| 3,417 |
| 30 |
| 2012 |
| |||||||||||||||||||||
Norcross, GA |
| 85,140 |
| (D) |
| 514 |
| 2,930 |
| 158 |
| 632 |
| 2,969 |
| 3,602 |
| 660 |
| 2001 |
|
| 52,020 |
|
|
| 366 |
| 2,025 |
| 129 |
| 366 |
| 1,870 |
| 2,236 |
| 87 |
| 2011 |
|
Peachtree City, GA |
| 49,845 |
| (T) |
| 435 |
| 2,532 |
| 59 |
| 529 |
| 2,497 |
| 3,026 |
| 565 |
| 2001 |
| |||||||||||||||||||||
Peachtree City I, GA |
| 49,875 |
|
|
| 435 |
| 2,532 |
| 584 |
| 529 |
| 2,487 |
| 3,016 |
| 753 |
| 2001 |
| |||||||||||||||||||||
Peachtree City II, GA |
| 57,100 |
|
|
| 398 |
| 1,963 |
| 3 |
| 398 |
| 1,966 |
| 2,364 |
| 21 |
| 2012 |
| |||||||||||||||||||||
Smyrna, GA |
| 56,970 |
| (F) |
| 750 |
| 4,271 |
| (799 | ) | 750 |
| 3,472 |
| 4,222 |
| 769 |
| 2001 |
|
| 57,015 |
|
|
| 750 |
| 4,271 |
| 203 |
| 750 |
| 3,444 |
| 4,194 |
| 1,010 |
| 2001 |
|
Snellville, GA |
| 80,100 |
| (T) |
| 1,660 |
| 4,781 |
| 131 |
| 1,660 |
| 4,912 |
| 6,571 |
| 770 |
| 2007 |
|
| 80,000 |
|
|
| 1,660 |
| 4,781 |
| 250 |
| 1,660 |
| 4,371 |
| 6,031 |
| 765 |
| 2007 |
|
Suwanee I, GA |
| 85,190 |
| (T) |
| 1,737 |
| 5,010 |
| 139 |
| 1,737 |
| 5,149 |
| 6,885 |
| 804 |
| 2007 |
|
| 85,240 |
|
|
| 1,737 |
| 5,010 |
| 186 |
| 1,737 |
| 4,501 |
| 6,238 |
| 806 |
| 2007 |
|
Suwanee II, GA |
| 79,640 |
| (T) |
| 800 |
| 6,942 |
| (322 | ) | 800 |
| 6,620 |
| 7,420 |
| 838 |
| 2007 |
|
| 79,590 |
|
|
| 800 |
| 6,942 |
| 26 |
| 622 |
| 5,764 |
| 6,386 |
| 965 |
| 2007 |
|
Addison, IL |
| 31,325 |
| (T) |
| 428 |
| 3,531 |
| 206 |
| 428 |
| 3,737 |
| 4,165 |
| 967 |
| 2005 |
|
| 31,325 |
|
|
| 428 |
| 3,531 |
| 281 |
| 428 |
| 3,312 |
| 3,740 |
| 800 |
| 2004 |
|
Aurora, IL |
| 74,060 |
| (T) |
| 644 |
| 3,652 |
| 46 |
| 644 |
| 3,698 |
| 4,342 |
| 983 |
| 2005 |
|
| 74,435 |
|
|
| 644 |
| 3,652 |
| 146 |
| 644 |
| 3,278 |
| 3,922 |
| 792 |
| 2004 |
|
Bartlett, IL |
| 51,425 |
| (T) |
| 931 |
| 2,493 |
| 133 |
| 931 |
| 2,626 |
| 3,557 |
| 683 |
| 2005 |
|
| 51,425 |
|
|
| 931 |
| 2,493 |
| 219 |
| 931 |
| 2,330 |
| 3,261 |
| 556 |
| 2004 |
|
Hanover, IL |
| 41,178 |
| (E) |
| 1,126 |
| 2,197 |
| 145 |
| 1,126 |
| 2,342 |
| 3,468 |
| 609 |
| 2005 |
|
| 41,190 |
|
|
| 1,126 |
| 2,197 |
| 202 |
| 1,126 |
| 2,059 |
| 3,185 |
| 497 |
| 2004 |
|
Bellwood, IL |
| 86,525 |
| (E) |
| 1,012 |
| 5,768 |
| (611 | ) | 1,012 |
| 5,157 |
| 6,169 |
| 1,199 |
| 2001 |
|
| 86,650 |
|
|
| 1,012 |
| 5,768 |
| 769 |
| 1,012 |
| 5,239 |
| 6,251 |
| 1,616 |
| 2001 |
|
Des Plaines, IL (6) |
| 74,400 |
| 3,486 |
| 1,564 |
| 4,327 |
| 252 |
| 1,564 |
| 4,579 |
| 6,143 |
| 1,191 |
| 2005 |
| |||||||||||||||||||||
Des Plaines, IL |
| 74,400 |
|
|
| 1,564 |
| 4,327 |
| 375 |
| 1,564 |
| 4,062 |
| 5,626 |
| 981 |
| 2004 |
| |||||||||||||||||||||
Elk Grove Village, IL |
| 64,179 |
| (T) |
| 1,446 |
| 3,535 |
| 224 |
| 1,446 |
| 3,759 |
| 5,205 |
| 1,005 |
| 2005 |
|
| 64,129 |
|
|
| 1,446 |
| 3,535 |
| 251 |
| 1,446 |
| 3,258 |
| 4,704 |
| 816 |
| 2004 |
|
Glenview, IL |
| 100,115 |
| (T) |
| 3,740 |
| 10,367 |
| 129 |
| 3,740 |
| 10,496 |
| 14,236 |
| 2,764 |
| 2005 |
|
| 100,115 |
|
|
| 3,740 |
| 10,367 |
| 340 |
| 3,740 |
| 9,242 |
| 12,982 |
| 2,238 |
| 2004 |
|
Gurnee, IL |
| 80,275 |
| (T) |
| 1,521 |
| 5,440 |
| 233 |
| 1,521 |
| 5,673 |
| 7,194 |
| 1,491 |
| 2005 |
|
| 80,300 |
|
|
| 1,521 |
| 5,440 |
| 254 |
| 1,521 |
| 4,931 |
| 6,452 |
| 1,220 |
| 2004 |
|
Harvey, IL |
| 60,090 |
| (T) |
| 869 |
| 3,635 |
| 119 |
| 869 |
| 3,754 |
| 4,623 |
| 981 |
| 2005 |
|
| 60,090 |
|
|
| 869 |
| 3,635 |
| 167 |
| 869 |
| 3,263 |
| 4,132 |
| 794 |
| 2004 |
|
Joliet, IL |
| 74,350 |
| (T) |
| 547 |
| 4,704 |
| 124 |
| 547 |
| 4,828 |
| 5,375 |
| 1,268 |
| 2005 |
|
| 72,765 |
|
|
| 547 |
| 4,704 |
| 193 |
| 547 |
| 4,238 |
| 4,785 |
| 1,029 |
| 2004 |
|
Kildeer, IL |
| 46,475 |
|
|
| 2,102 |
| 2,187 |
| 108 |
| 2,102 |
| 2,295 |
| 4,397 |
| 599 |
| 2005 |
|
| 46,285 |
|
|
| 2,102 |
| 2,187 |
| 184 |
| 1,997 |
| 2,170 |
| 4,167 |
| 491 |
| 2004 |
|
Lombard, IL |
| 57,938 |
| (T) |
| 1,305 |
| 3,938 |
| 597 |
| 1,305 |
| 4,535 |
| 5,840 |
| 1,154 |
| 2005 |
|
| 57,764 |
|
|
| 1,305 |
| 3,938 |
| 637 |
| 1,305 |
| 3,975 |
| 5,280 |
| 992 |
| 2004 |
|
Mount Prospect, IL |
| 65,000 |
|
|
| 1,701 |
| 3,114 |
| 187 |
| 1,701 |
| 3,301 |
| 5,002 |
| 850 |
| 2005 |
|
| 65,000 |
|
|
| 1,701 |
| 3,114 |
| 281 |
| 1,701 |
| 2,943 |
| 4,644 |
| 704 |
| 2004 |
|
Mundelein, IL |
| 44,700 |
| (T) |
| 1,498 |
| 2,782 |
| 136 |
| 1,498 |
| 2,918 |
| 4,416 |
| 768 |
| 2005 |
|
| 44,700 |
|
|
| 1,498 |
| 2,782 |
| 167 |
| 1,498 |
| 2,537 |
| 4,035 |
| 614 |
| 2004 |
|
North Chicago, IL |
| 53,300 |
| (T) |
| 1,073 |
| 3,006 |
| 217 |
| 1,073 |
| 3,223 |
| 4,296 |
| 844 |
| 2005 |
|
| 53,350 |
|
|
| 1,073 |
| 3,006 |
| 310 |
| 1,073 |
| 2,831 |
| 3,904 |
| 693 |
| 2004 |
|
Plainfield I, IL |
| 53,800 |
| (T) |
| 1,770 |
| 1,715 |
| 183 |
| 1,770 |
| 1,898 |
| 3,668 |
| 506 |
| 2005 |
|
| 53,900 |
|
|
| 1,770 |
| 1,715 |
| 206 |
| 1,740 |
| 1,628 |
| 3,368 |
| 387 |
| 2004 |
|
Plainfield II, IL |
| 52,100 |
| (T) |
| 694 |
| 2,000 |
| 116 |
| 694 |
| 2,116 |
| 2,811 |
| 532 |
| 2005 |
|
| 51,900 |
|
|
| 694 |
| 2,000 |
| 132 |
| 694 |
| 1,799 |
| 2,493 |
| 406 |
| 2005 |
|
Schaumburg, IL |
| 31,160 |
| (T) |
| 538 |
| 645 |
| 124 |
| 538 |
| 769 |
| 1,307 |
| 214 |
| 2005 |
|
| 31,160 |
|
|
| 538 |
| 645 |
| 159 |
| 538 |
| 668 |
| 1,206 |
| 155 |
| 2004 |
|
Streamwood, IL |
| 64,305 |
| (A) |
| 1,447 |
| 1,662 |
| 235 |
| 1,447 |
| 1,897 |
| 3,344 |
| 506 |
| 2005 |
|
| 64,305 |
|
|
| 1,447 |
| 1,662 |
| 294 |
| 1,447 |
| 1,645 |
| 3,092 |
| 398 |
| 2004 |
|
Warrensville, IL |
| 48,796 |
| (A) |
| 1,066 |
| 3,072 |
| 148 |
| 1,066 |
| 3,220 |
| 4,286 |
| 772 |
| 2005 |
|
| 48,796 |
|
|
| 1,066 |
| 3,072 |
| 148 |
| 1,066 |
| 2,788 |
| 3,854 |
| 635 |
| 2005 |
|
Waukegan, IL |
| 79,750 |
| (T) |
| 1,198 |
| 4,363 |
| 229 |
| 1,198 |
| 4,592 |
| 5,790 |
| 1,198 |
| 2005 |
|
| 79,500 |
|
|
| 1,198 |
| 4,363 |
| 312 |
| 1,198 |
| 4,022 |
| 5,220 |
| 977 |
| 2004 |
|
West Chicago, IL |
| 48,175 |
| (E) |
| 1,071 |
| 2,249 |
| 140 |
| 1,071 |
| 2,389 |
| 3,460 |
| 630 |
| 2005 |
|
| 48,175 |
|
|
| 1,071 |
| 2,249 |
| 248 |
| 1,071 |
| 2,139 |
| 3,210 |
| 517 |
| 2004 |
|
Westmont, IL |
| 53,700 |
| (T) |
| 1,155 |
| 3,873 |
| 78 |
| 1,155 |
| 3,951 |
| 5,106 |
| 1,042 |
| 2005 |
|
| 53,450 |
|
|
| 1,155 |
| 3,873 |
| 147 |
| 1,155 |
| 3,480 |
| 4,635 |
| 837 |
| 2004 |
|
Wheeling I, IL |
| 54,210 |
| (A) |
| 857 |
| 3,213 |
| 191 |
| 857 |
| 3,404 |
| 4,261 |
| 898 |
| 2005 |
|
| 54,210 |
|
|
| 857 |
| 3,213 |
| 269 |
| 857 |
| 3,009 |
| 3,866 |
| 735 |
| 2004 |
|
Wheeling II, IL |
| 67,825 |
|
|
| 793 |
| 3,816 |
| 202 |
| 793 |
| 4,018 |
| 4,811 |
| 1,055 |
| 2005 |
|
| 67,825 |
|
|
| 793 |
| 3,816 |
| 366 |
| 793 |
| 3,631 |
| 4,424 |
| 884 |
| 2004 |
|
Woodridge, IL |
| 50,667 |
| 2,380 |
| 943 |
| 3,397 |
| 177 |
| 943 |
| 3,574 |
| 4,517 |
| 925 |
| 2005 |
|
| 50,262 |
| — |
| 943 |
| 3,397 |
| 168 |
| 943 |
| 3,089 |
| 4,032 |
| 749 |
| 2004 |
|
Indianapolis I, IN |
| 43,600 |
| (T) |
| 1,871 |
| 1,230 |
| 143 |
| 1,871 |
| 1,373 |
| 3,244 |
| 368 |
| 2005 |
| |||||||||||||||||||||
Indianapolis II, IN |
| 44,900 |
| (T) |
| 669 |
| 2,434 |
| 134 |
| 669 |
| 2,568 |
| 3,237 |
| 692 |
| 2005 |
| |||||||||||||||||||||
Indianapolis III, IN |
| 60,850 |
| (T) |
| 1,229 |
| 2,834 |
| 105 |
| 1,229 |
| 2,939 |
| 4,168 |
| 771 |
| 2005 |
| |||||||||||||||||||||
Indianapolis IV, IN |
| 62,105 |
| (T) |
| 641 |
| 3,154 |
| 11 |
| 552 |
| 3,253 |
| 3,806 |
| 865 |
| 2005 |
| |||||||||||||||||||||
Indianapolis V, IN |
| 74,825 |
| (T) |
| 2,138 |
| 3,633 |
| 152 |
| 2,138 |
| 3,785 |
| 5,923 |
| 996 |
| 2005 |
| |||||||||||||||||||||
Indianapolis VI, IN |
| 73,003 |
| (A) |
| 406 |
| 3,496 |
| 186 |
| 406 |
| 3,682 |
| 4,088 |
| 963 |
| 2005 |
| |||||||||||||||||||||
Indianapolis VII, IN |
| 91,727 |
| (T) |
| 908 |
| 4,755 |
| 450 |
| 908 |
| 5,205 |
| 6,113 |
| 1,345 |
| 2005 |
| |||||||||||||||||||||
Indianapolis VIII, IN |
| 80,000 |
| (T) |
| 887 |
| 3,548 |
| 184 |
| 887 |
| 3,732 |
| 4,619 |
| 977 |
| 2005 |
| |||||||||||||||||||||
Indianapolis IX, IN |
| 61,732 |
| (T) |
| 1,133 |
| 4,103 |
| 163 |
| 1,133 |
| 4,266 |
| 5,399 |
| 1,120 |
| 2005 |
| |||||||||||||||||||||
Baton Rouge I, LA |
| 35,450 |
| (T) |
| 112 |
| 1,248 |
| 66 |
| 139 |
| 1,287 |
| 1,426 |
| 421 |
| 1997 |
| |||||||||||||||||||||
Baton Rouge II, LA |
| 80,277 |
| (A) |
| 118 |
| 1,181 |
| 1,626 |
| 331 |
| 2,594 |
| 2,925 |
| 679 |
| 1997 |
| |||||||||||||||||||||
Slidell, LA |
| 79,540 |
| (D) |
| 188 |
| 3,175 |
| 1,017 |
| 802 |
| 3,578 |
| 4,380 |
| 766 |
| 2001 |
| |||||||||||||||||||||
Boston, MA |
| 60,695 |
| (F) |
| 1,516 |
| 8,628 |
| (1,501 | ) | 1,516 |
| 7,127 |
| 8,643 |
| 1,553 |
| 2002 |
| |||||||||||||||||||||
Indianapolis, IN |
| 73,014 |
|
|
| 406 |
| 3,496 |
| 214 |
| 406 |
| 3,204 |
| 3,610 |
| 778 |
| 2004 |
| |||||||||||||||||||||
Boston I, MA |
| 33,286 |
|
|
| 538 |
| 3,048 |
| 75 |
| 538 |
| 2,700 |
| 3,238 |
| 184 |
| 2010 |
| |||||||||||||||||||||
Boston II, MA |
| 60,545 |
|
|
| 1,516 |
| 8,628 |
| 307 |
| 1,516 |
| 7,099 |
| 8,615 |
| 2,142 |
| 2002 |
| |||||||||||||||||||||
Leominster, MA |
| 53,823 |
| (D) |
| 90 |
| 1,519 |
| 2,253 |
| 338 |
| 3,524 |
| 3,862 |
| 983 |
| 1998 |
|
| 53,823 |
|
|
| 90 |
| 1,519 |
| 2,402 |
| 338 |
| 3,486 |
| 3,824 |
| 1,498 |
| 1998 |
|
Medford, MA |
| 58,895 |
| 3,250 |
| 1,330 |
| 7,165 |
| (510 | ) | 1,330 |
| 6,655 |
| 7,985 |
| 841 |
| 2007 |
|
| 58,765 |
|
|
| 1,330 |
| 7,165 |
| 90 |
| 1,330 |
| 5,777 |
| 7,107 |
| 971 |
| 2007 |
|
Baltimore, MD |
| 93,625 |
| (E) |
| 1,050 |
| 5,997 |
| (229 | ) | 1,173 |
| 5,645 |
| 6,818 |
| 1,384 |
| 2001 |
|
| 93,350 |
|
|
| 1,050 |
| 5,997 |
| 1,244 |
| 1,173 |
| 5,818 |
| 6,991 |
| 1,885 |
| 2001 |
|
California, MD |
| 77,840 |
| (T) |
| 1,486 |
| 4,280 |
| 103 |
| 1,486 |
| 4,383 |
| 5,869 |
| 1,149 |
| 2005 |
|
| 77,865 |
|
|
| 1,486 |
| 4,280 |
| 154 |
| 1,486 |
| 3,842 |
| 5,328 |
| 929 |
| 2004 |
|
Gaithersburg, MD |
| 86,970 |
| 6,065 |
| 3,124 |
| 9,000 |
| 162 |
| 3,124 |
| 9,162 |
| 12,286 |
| 2,357 |
| 2005 |
| |||||||||||||||||||||
Laurel, MD |
| 162,097 |
| (F) |
| 1,409 |
| 8,035 |
| 2,013 |
| 1,928 |
| 9,529 |
| 11,457 |
| 2,114 |
| 2001 |
| |||||||||||||||||||||
Temple Hills, MD |
| 97,250 |
| (D) |
| 1,541 |
| 8,788 |
| 723 |
| 1,800 |
| 9,252 |
| 11,052 |
| 2,074 |
| 2001 |
| |||||||||||||||||||||
Grand Rapids, MI |
| 87,381 |
| (A) |
| 185 |
| 1,821 |
| 1,145 |
| 325 |
| 2,827 |
| 3,151 |
| 960 |
| 1996 |
| |||||||||||||||||||||
District Heights, MD |
| 78,660 |
|
|
| 1,527 |
| 8,313 |
| 347 |
| 1,527 |
| 7,535 |
| 9,062 |
| 319 |
| 2011 |
|
|
|
|
|
|
|
|
|
|
| Costs |
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
| Subsequent |
| at December 31, 2009 |
|
|
|
|
| ||||||
|
|
|
|
|
|
|
| Building and |
| to |
|
|
| Building and |
|
|
| Accumulated |
| Year Acquired / |
|
Description |
| Square Footage |
| Encumbrances |
| Land |
| Improvements |
| Acquisition |
| Land |
| Improvements |
| Total |
| Depreciation (L) |
| Developed |
|
Portage, MI (6) |
| 50,280 |
| (T) |
| 104 |
| 1,160 |
| 637 |
| 237 |
| 1,664 |
| 1,901 |
| 550 |
| 1996 |
|
Romulus, MI |
| 42,050 |
| (A) |
| 308 |
| 1,743 |
| 283 |
| 418 |
| 1,916 |
| 2,334 |
| 388 |
| 2005 |
|
Wyoming, MI |
| 91,158 |
| (A) |
| 191 |
| 2,135 |
| 806 |
| 354 |
| 2,778 |
| 3,132 |
| 948 |
| 1996 |
|
Gulfport, MS |
| 61,251 |
| (E) |
| 172 |
| 1,928 |
| 905 |
| 338 |
| 2,667 |
| 3,005 |
| 896 |
| 1997 |
|
Belmont, NC |
| 81,048 |
| (T) |
| 385 |
| 2,196 |
| 187 |
| 451 |
| 2,317 |
| 2,768 |
| 587 |
| 2001 |
|
Burlington I, NC |
| 109,396 |
| (A) |
| 498 |
| 2,837 |
| (130 | ) | 498 |
| 2,707 |
| 3,205 |
| 654 |
| 2001 |
|
Burlington II, NC |
| 42,205 |
| (T) |
| 320 |
| 1,829 |
| (66 | ) | 340 |
| 1,742 |
| 2,083 |
| 418 |
| 2001 |
|
Cary, NC |
| 111,772 |
| (A) |
| 543 |
| 3,097 |
| 183 |
| 543 |
| 3,281 |
| 3,823 |
| 875 |
| 2001 |
|
Charlotte, NC |
| 69,000 |
| (F) |
| 782 |
| 4,429 |
| 555 |
| 1,068 |
| 4,699 |
| 5,766 |
| 937 |
| 2005 |
|
Fayetteville I, NC |
| 41,400 |
| (T) |
| 156 |
| 1,747 |
| 757 |
| 301 |
| 2,359 |
| 2,660 |
| 887 |
| 1997 |
|
Fayetteville II, NC |
| 54,225 |
| (F) |
| 213 |
| 2,301 |
| 698 |
| 399 |
| 2,813 |
| 3,212 |
| 941 |
| 1997 |
|
Raleigh, NC |
| 48,675 |
| (T) |
| 209 |
| 2,398 |
| 205 |
| 296 |
| 2,516 |
| 2,812 |
| 837 |
| 1998 |
|
Brick, NJ |
| 51,740 |
| (T) |
| 234 |
| 2,762 |
| 1,274 |
| 485 |
| 3,785 |
| 4,270 |
| 1,390 |
| 1994 |
|
Clifton, NJ |
| 105,550 |
| (A) |
| 4,346 |
| 12,520 |
| 140 |
| 4,346 |
| 12,660 |
| 17,007 |
| 2,934 |
| 2005 |
|
Cranford, NJ |
| 91,250 |
| (M) |
| 290 |
| 3,493 |
| 2,114 |
| 779 |
| 5,117 |
| 5,897 |
| 1,764 |
| 1994 |
|
East Hanover, NJ |
| 107,579 |
|
|
| 504 |
| 5,763 |
| 3,887 |
| 1,315 |
| 8,839 |
| 10,154 |
| 3,005 |
| 1994 |
|
Elizabeth, NJ |
| 38,910 |
|
|
| 751 |
| 2,164 |
| 279 |
| 751 |
| 2,443 |
| 3,194 |
| 561 |
| 2005 |
|
Fairview, NJ |
| 27,925 |
| (M) |
| 246 |
| 2,759 |
| 255 |
| 246 |
| 3,013 |
| 3,260 |
| 1,125 |
| 1997 |
|
Hamilton, NJ |
| 70,550 |
| (T) |
| 1,885 |
| 5,430 |
| 231 |
| 1,893 |
| 5,653 |
| 7,546 |
| 1,001 |
| 2005 |
|
Hoboken, NJ |
| 34,180 |
| (M) |
| 1,370 |
| 3,947 |
| 512 |
| 1,370 |
| 4,459 |
| 5,829 |
| 1,026 |
| 2005 |
|
Linden, NJ |
| 100,325 |
| (T) |
| 517 |
| 6,008 |
| 1,943 |
| 1,077 |
| 7,391 |
| 8,468 |
| 2,481 |
| 1994 |
|
Morris Township, NJ (5) |
| 71,776 |
| (D) |
| 500 |
| 5,602 |
| 2,491 |
| 1,072 |
| 7,520 |
| 8,593 |
| 2,533 |
| 1997 |
|
Parsippany, NJ |
| 66,325 |
| (M) |
| 475 |
| 5,322 |
| 1,890 |
| 844 |
| 6,843 |
| 7,687 |
| 2,303 |
| 1997 |
|
Randolph, NJ |
| 52,565 |
| (D) |
| 855 |
| 4,872 |
| 244 |
| 1,108 |
| 4,863 |
| 5,971 |
| 1,077 |
| 2002 |
|
Sewell, NJ |
| 57,830 |
| (F) |
| 484 |
| 2,766 |
| 585 |
| 706 |
| 3,128 |
| 3,835 |
| 732 |
| 2001 |
|
Albuquerque I, NM |
| 65,852 |
| (C) |
| 1,039 |
| 3,395 |
| 199 |
| 1,039 |
| 3,594 |
| 4,633 |
| 954 |
| 2005 |
|
Albuquerque II, NM |
| 58,798 |
| (C) |
| 1,163 |
| 3,801 |
| 184 |
| 1,163 |
| 3,985 |
| 5,148 |
| 1,043 |
| 2005 |
|
Albuquerque IV, NM |
| 57,536 |
| (C) |
| 664 |
| 2,171 |
| 205 |
| 664 |
| 2,376 |
| 3,040 |
| 625 |
| 2005 |
|
Carlsbad, NM |
| 39,999 |
| (B) |
| 490 |
| 1,613 |
| 97 |
| 491 |
| 1,709 |
| 2,200 |
| 457 |
| 2005 |
|
Deming, NM |
| 33,005 |
| (B) |
| 338 |
| 1,114 |
| 153 |
| 339 |
| 1,267 |
| 1,606 |
| 332 |
| 2005 |
|
Las Cruces, NM |
| 21,890 |
| (T) |
| 354 |
| 1,256 |
| 2 |
| 357 |
| 1,267 |
| 1,624 |
| 131 |
| 2005 |
|
Las Cruces, NM |
| 43,850 |
| (B) |
| 611 |
| 2,012 |
| 194 |
| 612 |
| 2,205 |
| 2,816 |
| 584 |
| 2005 |
|
Lovington, NM |
| 15,750 |
| (B) |
| 222 |
| 740 |
| (139 | ) | 169 |
| 653 |
| 822 |
| 170 |
| 2005 |
|
Silver City, NM |
| 26,975 |
| (B) |
| 153 |
| 504 |
| 122 |
| 153 |
| 625 |
| 779 |
| 167 |
| 2005 |
|
Truth or Consequences, NM |
| 24,010 |
| (B) |
| 10 |
| 34 |
| 79 |
| 11 |
| 113 |
| 124 |
| 43 |
| 2005 |
|
Las Vegas I, NV |
| 48,218 |
| (T) |
| 1,851 |
| 2,986 |
| 220 |
| 1,851 |
| 3,206 |
| 5,057 |
| 664 |
| 2005 |
|
Las Vegas II, NV |
| 48,850 |
| (T) |
| 3,354 |
| 5,411 |
| 154 |
| 3,355 |
| 5,564 |
| 8,919 |
| 1,143 |
| 2005 |
|
Jamaica, NY |
| 88,415 |
| (D) |
| 2,043 |
| 11,658 |
| (1,698 | ) | 2,043 |
| 9,960 |
| 12,003 |
| 2,027 |
| 2001 |
|
New Rochelle, NY |
| 48,431 |
| (A) |
| 1,673 |
| 4,827 |
| 118 |
| 1,673 |
| 4,945 |
| 6,618 |
| 1,202 |
| 2005 |
|
North Babylon, NY |
| 78,188 |
| (F) |
| 225 |
| 2,514 |
| 3,692 |
| 568 |
| 5,863 |
| 6,431 |
| 1,741 |
| 1998 |
|
Riverhead, NY |
| 38,240 |
| (N) |
| 1,068 |
| 1,149 |
| 120 |
| 1,068 |
| 1,269 |
| 2,338 |
| 367 |
| 2005 |
|
Southold, NY |
| 58,609 |
| (N) |
| 2,079 |
| 2,238 |
| 196 |
| 2,079 |
| 2,434 |
| 4,513 |
| 692 |
| 2005 |
|
Boardman, OH |
| 65,495 |
| (F) |
| 64 |
| 745 |
| 1,679 |
| 287 |
| 2,201 |
| 2,488 |
| 988 |
| 2005 |
|
Canton I, OH |
| 39,750 |
| (T) |
| 138 |
| 679 |
| 254 |
| 137 |
| 934 |
| 1,071 |
| 229 |
| 2005 |
|
Canton II, OH |
| 26,200 |
| (T) |
| 122 |
| 595 |
| 115 |
| 120 |
| 712 |
| 832 |
| 189 |
| 2005 |
|
Centerville I, OH |
| 86,390 |
| (T) |
| 471 |
| 3,705 |
| 123 |
| 471 |
| 3,828 |
| 4,299 |
| 1,009 |
| 2005 |
|
Centerville II, OH |
| 43,350 |
| (E) |
| 332 |
| 1,757 |
| 168 |
| 332 |
| 1,925 |
| 2,257 |
| 500 |
| 2005 |
|
Cleveland I, OH |
| 45,950 |
|
| �� | 525 |
| 2,592 |
| 129 |
| 524 |
| 2,722 |
| 3,246 |
| 704 |
| 2005 |
|
Cleveland II, OH |
| 58,425 |
| (T) |
| 290 |
| 1,427 |
| 170 |
| 289 |
| 1,599 |
| 1,887 |
| 429 |
| 2005 |
|
Columbus , OH |
| 72,155 |
| (T) |
| 1,234 |
| 3,151 |
| 62 |
| 1,239 |
| 3,207 |
| 4,446 |
| 615 |
| 2005 |
|
Dayton I, OH |
| 43,100 |
| (E) |
| 323 |
| 2,070 |
| 118 |
| 323 |
| 2,188 |
| 2,511 |
| 575 |
| 2005 |
|
Dayton II, OH |
| 48,149 |
| (T) |
| 441 |
| 2,176 |
| 170 |
| 440 |
| 2,347 |
| 2,787 |
| 595 |
| 2005 |
|
Euclid I, OH |
| 46,910 |
| (T) |
| 200 |
| 1,053 |
| 1,970 |
| 317 |
| 2,906 |
| 3,223 |
| 1,614 |
| 1988 |
|
Euclid II, OH |
| 47,275 |
| (T) |
| 359 |
| — |
| 1,638 |
| 461 |
| 1,535 |
| 1,997 |
| 451 |
| 1988 |
|
Grove City, OH |
| 89,290 |
| (T) |
| 1,756 |
| 4,485 |
| 103 |
| 1,761 |
| 4,584 |
| 6,345 |
| 872 |
| 2005 |
|
Hilliard, OH |
| 89,715 |
| (T) |
| 1,361 |
| 3,476 |
| 110 |
| 1,366 |
| 3,581 |
| 4,947 |
| 679 |
| 2005 |
|
Lakewood, OH |
| 39,337 |
|
|
| 405 |
| 854 |
| 401 |
| 405 |
| 1,255 |
| 1,660 |
| 717 |
| 2005 |
|
Louisville, OH |
| 53,960 |
| (T) |
| 257 |
| 1,260 |
| 131 |
| 255 |
| 1,393 |
| 1,648 |
| 365 |
| 2005 |
|
Marblehead, OH |
| 52,300 |
| (T) |
| 374 |
| 1,843 |
| 165 |
| 373 |
| 2,009 |
| 2,382 |
| 518 |
| 2005 |
|
Mason, OH |
| 33,900 |
| (T) |
| 127 |
| 1,419 |
| 85 |
| 149 |
| 1,482 |
| 1,631 |
| 538 |
| 1998 |
|
Mentor, OH |
| 51,225 |
|
|
| 206 |
| 1,011 |
| 1,431 |
| 204 |
| 2,444 |
| 2,648 |
| 438 |
| 2005 |
|
Miamisburg, OH |
| 59,930 |
| (T) |
| 375 |
| 2,410 |
| 220 |
| 375 |
| 2,630 |
| 3,005 |
| 679 |
| 2005 |
|
Middleburg Heights, OH |
| 93,025 |
| (T) |
| 63 |
| 704 |
| 1,955 |
| 332 |
| 2,390 |
| 2,722 |
| 768 |
| 2005 |
|
North Canton I, OH |
| 45,400 |
| (T) |
| 209 |
| 846 |
| 504 |
| 299 |
| 1,260 |
| 1,559 |
| 940 |
| 1979 |
|
North Canton II, OH |
| 44,140 |
| (T) |
| 70 |
| 1,226 |
| 0 |
| 239 |
| 1,057 |
| 1,296 |
| 275 |
| 1983 |
|
North Olmsted I, OH |
| 48,665 |
| (T) |
| 63 |
| 704 |
| 1,185 |
| 214 |
| 1,738 |
| 1,952 |
| 639 |
| 2005 |
|
North Olmsted II, OH |
| 47,850 |
| (F) |
| 290 |
| 1,129 |
| 1,043 |
| 469 |
| 1,993 |
| 2,462 |
| 1,041 |
| 2005 |
|
North Randall, OH |
| 80,099 |
| (F) |
| 515 |
| 2,323 |
| 2,440 |
| 898 |
| 4,380 |
| 5,278 |
| 1,129 |
| 1998 |
|
Perry, OH |
| 63,700 |
| (T) |
| 290 |
| 1,427 |
| 115 |
| 288 |
| 1,544 |
| 1,832 |
| 410 |
| 2005 |
|
Reynoldsburg, OH |
| 66,895 |
| (T) |
| 1,290 |
| 3,295 |
| 191 |
| 1,295 |
| 3,481 |
| 4,776 |
| 652 |
| 2005 |
|
Strongsville, OH |
| 43,727 |
| (T) |
| 570 |
| 3,486 |
| (287 | ) | 570 |
| 3,199 |
| 3,769 |
| 403 |
| 2007 |
|
Warrensville Heights, OH |
| 90,281 |
|
|
| 525 |
| 766 |
| 2,861 |
| 935 |
| 3,217 |
| 4,152 |
| 917 |
| 2005 |
|
Westlake, OH |
| 62,750 |
| (T) |
| 509 |
| 2,508 |
| 128 |
| 508 |
| 2,638 |
| 3,145 |
| 692 |
| 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
Gaithersburg, MD |
| 87,045 |
|
|
| 3,124 |
| 9,000 |
| 383 |
| 3,124 |
| 8,123 |
| 11,247 |
| 1,938 |
| 2005 |
|
Laurel, MD |
| 162,792 |
|
|
| 1,409 |
| 8,035 |
| 3,571 |
| 1,928 |
| 9,502 |
| 11,430 |
| 2,923 |
| 2001 |
|
Temple Hills, MD |
| 97,200 |
|
|
| 1,541 |
| 8,788 |
| 2,209 |
| 1,800 |
| 9,151 |
| 10,951 |
| 3,396 |
| 2001 |
|
Belmont, NC |
| 81,600 |
|
|
| 385 |
| 2,196 |
| 691 |
| 451 |
| 2,207 |
| 2,658 |
| 694 |
| 2001 |
|
Bordentown, NJ |
| 50,600 |
|
|
| 457 |
| 2,255 |
| 2 |
| 457 |
| 2,257 |
| 2,714 |
| 24 |
| 2012 |
|
Burlington I, NC |
| 109,396 |
|
|
| 498 |
| 2,837 |
| 457 |
| 498 |
| 2,661 |
| 3,159 |
| 888 |
| 2001 |
|
Burlington II, NC |
| 42,305 |
|
|
| 320 |
| 1,829 |
| 325 |
| 340 |
| 1,722 |
| 2,062 |
| 536 |
| 2001 |
|
Cary, NC |
| 112,086 |
|
|
| 543 |
| 3,097 |
| 476 |
| 543 |
| 3,301 |
| 3,844 |
| 1,177 |
| 2001 |
|
Charlotte, NC |
| 69,000 |
|
|
| 782 |
| 4,429 |
| 1,427 |
| 1,068 |
| 4,661 |
| 5,729 |
| 1,301 |
| 2002 |
|
Raleigh, NC |
| 48,675 |
|
|
| 209 |
| 2,398 |
| 303 |
| 296 |
| 2,496 |
| 2,792 |
| 993 |
| 1998 |
|
Brick, NJ |
| 51,725 |
|
|
| 234 |
| 2,762 |
| 1,396 |
| 485 |
| 3,369 |
| 3,854 |
| 1,621 |
| 1996 |
|
Cherry Hill I, NJ |
| 52,600 |
|
|
| 222 |
| 1,260 |
| 73 |
| 222 |
| 1,151 |
| 1,373 |
| 77 |
| 2010 |
|
Cherry Hill II, NJ |
| 65,050 |
|
|
| 471 |
| 2,323 |
| 1 |
| 471 |
| 2,324 |
| 2,795 |
| 6 |
| 2012 |
|
Clifton, NJ |
| 105,550 |
|
|
| 4,346 |
| 12,520 |
| 168 |
| 4,340 |
| 11,009 |
| 15,349 |
| 2,480 |
| 2005 |
|
Cranford, NJ |
| 91,250 |
|
|
| 290 |
| 3,493 |
| 2,258 |
| 779 |
| 4,587 |
| 5,366 |
| 2,105 |
| 1996 |
|
East Hanover, NJ |
| 107,679 |
|
|
| 504 |
| 5,763 |
| 3,865 |
| 1,315 |
| 7,710 |
| 9,025 |
| 3,653 |
| 1996 |
|
Egg Harbor I, NJ |
| 36,025 |
|
|
| 104 |
| 510 |
| 23 |
| 104 |
| 522 |
| 626 |
| 36 |
| 2010 |
|
Egg Harbor II, NJ |
| 70,425 |
|
|
| 284 |
| 1,608 |
| 162 |
| 284 |
| 1,550 |
| 1,834 |
| 109 |
| 2010 |
|
Elizabeth, NJ |
| 38,830 |
|
|
| 751 |
| 2,164 |
| 326 |
| 751 |
| 2,081 |
| 2,832 |
| 496 |
| 2005 |
|
Fairview, NJ |
| 27,875 |
|
|
| 246 |
| 2,759 |
| 417 |
| 246 |
| 2,611 |
| 2,857 |
| 1,355 |
| 1997 |
|
Freehold, NJ |
| 81,495 |
|
|
| 1,086 |
| 5,355 |
| 6 |
| 1,086 |
| 5,361 |
| 6,447 |
| 43 |
| 2012 |
|
Hamilton, NJ |
| 70,550 |
|
|
| 1,885 |
| 5,430 |
| 217 |
| 1,893 |
| 4,915 |
| 6,808 |
| 938 |
| 2006 |
|
Hoboken, NJ |
| 34,200 |
|
|
| 1,370 |
| 3,947 |
| 579 |
| 1,370 |
| 3,935 |
| 5,305 |
| 928 |
| 2005 |
|
Linden, NJ |
| 100,425 |
|
|
| 517 |
| 6,008 |
| 2,050 |
| 1,043 |
| 6,587 |
| 7,630 |
| 3,399 |
| 1996 |
|
Lumberton, NJ |
| 96,025 |
|
|
| 987 |
| 4,864 |
| 1 |
| 987 |
| 4,866 |
| 5,853 |
| 52 |
| 2012 |
|
Morris Township, NJ |
| 71,776 |
|
|
| 500 |
| 5,602 |
| 2,623 |
| 1,072 |
| 6,691 |
| 7,763 |
| 4,367 |
| 1997 |
|
Parsippany, NJ |
| 66,325 |
|
|
| 475 |
| 5,322 |
| 1,953 |
| 844 |
| 5,992 |
| 6,836 |
| 2,871 |
| 1997 |
|
Randolph, NJ |
| 52,465 |
|
|
| 855 |
| 4,872 |
| 1,287 |
| 1,108 |
| 4,825 |
| 5,933 |
| 1,529 |
| 2002 |
|
Sewell, NJ |
| 57,830 |
|
|
| 484 |
| 2,766 |
| 1,292 |
| 706 |
| 3,207 |
| 3,913 |
| 996 |
| 2001 |
|
Somerset, NJ |
| 57,585 |
|
|
| 1,243 |
| 6,129 |
| 1 |
| 1,243 |
| 6,129 |
| 7,372 |
| 49 |
| 2012 |
|
Albuquerque I, NM |
| 65,927 |
| (A) |
| 1,039 |
| 3,395 |
| 256 |
| 1,039 |
| 3,067 |
| 4,106 |
| 744 |
| 2005 |
|
Albuquerque II, NM |
| 58,598 |
| (A) |
| 1,163 |
| 3,801 |
| 239 |
| 1,163 |
| 3,417 |
| 4,580 |
| 831 |
| 2005 |
|
Albuquerque III, NM |
| 57,536 |
| (A) |
| 664 |
| 2,171 |
| 308 |
| 664 |
| 2,091 |
| 2,755 |
| 496 |
| 2005 |
|
Las Vegas I, NV |
| 48,596 |
|
|
| 1,851 |
| 2,986 |
| 366 |
| 1,851 |
| 2,941 |
| 4,792 |
| 728 |
| 2006 |
|
Las Vegas II, NV |
| 48,850 |
|
|
| 3,354 |
| 5,411 |
| 290 |
| 3,355 |
| 5,120 |
| 8,475 |
| 1,271 |
| 2006 |
|
Bronx I, NY |
| 68,813 |
|
|
| 2,014 |
| 11,411 |
| 454 |
| 2,014 |
| 10,273 |
| 12,287 |
| 738 |
| 2010 |
|
Bronx II, NY |
| 90,270 |
|
|
| — |
| 31,561 |
| 82 |
| — |
| 31,109 |
| 31,109 |
| 936 |
| 2011 |
|
Bronx III, NY |
| 106,065 |
|
|
| 6,017 |
| 33,999 |
| 84 |
| 6,017 |
| 29,736 |
| 35,753 |
| 1,230 |
| 2011 |
|
Bronx IV, NY |
| 75,580 |
|
|
| — |
| 22,830 |
| 82 |
| — |
| 20,258 |
| 20,258 |
| 694 |
| 2011 |
|
Bronx V, NY |
| 54,683 |
|
|
| — |
| 17,564 |
| 112 |
| — |
| 15,565 |
| 15,565 |
| 568 |
| 2011 |
|
Bronx VI, NY |
| 39,495 |
|
|
| — |
| 15,095 |
| 44 |
| — |
| 13,107 |
| 13,107 |
| 590 |
| 2011 |
|
Bronx VII, NY |
| 78,575 |
| 9,102 |
| — |
| 22,512 |
| 46 |
| — |
| 22,668 |
| 22,668 |
| 598 |
| 2012 |
|
Bronx VIII, NY |
| 30,550 |
| 3,195 |
| 1,245 |
| 6,137 |
| 18 |
| 1,251 |
| 6,185 |
| 7,436 |
| 163 |
| 2012 |
|
Bronx IX, NY |
| 148,470 |
| 24,503 |
| 7,967 |
| 39,279 |
| 136 |
| 7,967 |
| 39,413 |
| 47,380 |
| 864 |
| 2012 |
|
Bronx X, NY |
| 159,830 |
| 29,141 |
| 9,090 |
| 44,816 |
| 140 |
| 9,090 |
| 44,956 |
| 54,046 |
| 602 |
| 2012 |
|
Brooklyn I, NY |
| 57,020 |
|
|
| 1,795 |
| 10,172 |
| 179 |
| 1,795 |
| 8,934 |
| 10,729 |
| 636 |
| 2010 |
|
Brooklyn II, NY |
| 60,945 |
|
|
| 1,601 |
| 9,073 |
| 393 |
| 1,601 |
| 8,168 |
| 9,769 |
| 566 |
| 2010 |
|
Brooklyn III, NY |
| 41,625 |
|
|
| 3,195 |
| 15,657 |
| 35 |
| 3,195 |
| 15,774 |
| 18,969 |
| 447 |
| 2011 |
|
Brooklyn IV, NY |
| 37,467 |
|
|
| 2,500 |
| 12,252 |
| 87 |
| 2,500 |
| 12,401 |
| 14,901 |
| 387 |
| 2011 |
|
Brooklyn V, NY |
| 46,945 |
|
|
| 2,207 |
| 10,814 |
| 35 |
| 2,207 |
| 10,904 |
| 13,111 |
| 453 |
| 2011 |
|
Brooklyn VI, NY |
| 74,415 |
|
|
| 4,016 |
| 19,680 |
| 47 |
| 4,016 |
| 19,834 |
| 23,850 |
| 790 |
| 2011 |
|
Brooklyn VII, NY |
| 72,710 |
|
|
| 5,816 |
| 28,498 |
| 75 |
| 5,816 |
| 28,737 |
| 34,553 |
| 990 |
| 2011 |
|
Jamaica I, NY |
| 88,415 |
|
|
| 2,043 |
| 11,658 |
| 1,519 |
| 2,043 |
| 10,553 |
| 12,596 |
| 3,544 |
| 2001 |
|
Jamaica II, NY |
| 91,325 |
|
|
| 5,496 |
| 26,930 |
| 56 |
| 5,496 |
| 27,129 |
| 32,625 |
| 964 |
| 2011 |
|
New Rochelle I, NY |
| 48,434 |
|
|
| 1,673 |
| 4,827 |
| 265 |
| 1,673 |
| 4,443 |
| 6,116 |
| 992 |
| 2005 |
|
New Rochelle II, NY |
| 63,295 |
| 8,974 |
| 3,167 |
| 2,713 |
| 167 |
| 3,762 |
| 18,713 |
| 22,475 |
| 445 |
| 2012 |
|
North Babylon, NY |
| 78,188 |
|
|
| 225 |
| 2,514 |
| 4,042 |
| 568 |
| 5,852 |
| 6,420 |
| 2,220 |
| 1998 |
|
Riverhead, NY |
| 38,340 |
|
|
| 1,068 |
| 1,149 |
| 167 |
| 1,068 |
| 1,083 |
| 2,151 |
| 285 |
| 2005 |
|
Southold, NY |
| 59,745 |
|
|
| 2,079 |
| 2,238 |
| 210 |
| 2,079 |
| 2,044 |
| 4,123 |
| 557 |
| 2005 |
|
Tuckahoe, NY |
| 51,688 |
|
|
| 1,516 |
| 13,236 |
| 121 |
| 1,516 |
| 7,586 |
| 9,102 |
| 540 |
| 2011 |
|
West Hempstead, NY |
| 85,281 |
|
|
| 2,237 |
| 11,030 |
| 1 |
| 2,237 |
| 11,030 |
| 13,267 |
| 88 |
| 2012 |
|
White Plains, NY |
| 87,705 |
|
|
| 3,295 |
| 18,049 |
| 815 |
| 3,295 |
| 16,373 |
| 19,668 |
| 863 |
| 2011 |
|
Woodhaven, NY |
| 50,665 |
|
|
| 2,028 |
| 11,285 |
| 43 |
| 2,028 |
| 10,031 |
| 12,059 |
| 364 |
| 2011 |
|
Wyckoff, NY |
| 61,960 |
|
|
| 1,961 |
| 11,113 |
| 106 |
| 1,961 |
| 9,737 |
| 11,698 |
| 619 |
| 2010 |
|
Yorktown, NY |
| 78,615 |
|
|
| 2,710 |
| 13,338 |
| 44 |
| 2,710 |
| 13,395 |
| 16,105 |
| 389 |
| 2011 |
|
Cleveland I, OH |
| 46,050 |
|
|
| 525 |
| 2,592 |
| 101 |
| 524 |
| 2,325 |
| 2,849 |
| 590 |
| 2005 |
|
Cleveland II, OH |
| 58,425 |
|
|
| 290 |
| 1,427 |
| 162 |
| 289 |
| 1,338 |
| 1,627 |
| 334 |
| 2005 |
|
Columbus , OH |
| 71,905 |
|
|
| 1,234 |
| 3,151 |
| 35 |
| 1,239 |
| 2,710 |
| 3,949 |
| 596 |
| 2006 |
|
Grove City, OH |
| 89,290 |
|
|
| 1,756 |
| 4,485 |
| 125 |
| 1,761 |
| 3,992 |
| 5,753 |
| 846 |
| 2006 |
|
Hilliard, OH |
| 89,690 |
|
|
| 1,361 |
| 3,476 |
| 148 |
| 1,366 |
| 3,137 |
| 4,503 |
| 668 |
| 2006 |
|
Lakewood, OH |
| 39,287 |
|
|
| 405 |
| 854 |
| 505 |
| 405 |
| 1,245 |
| 1,650 |
| 806 |
| 1989 |
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2009 |
|
|
|
|
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
Willoughby, OH |
| 34,064 |
| (T) |
| 239 |
| 1,178 |
| 173 |
| 238 |
| 1,352 |
| 1,590 |
| 350 |
| 2005 |
| |||||||||||||||||||||
Youngstown, OH |
| 65,950 |
| (A) |
| 67 |
| — |
| 1,306 |
| 204 |
| 1,169 |
| 1,373 |
| 491 |
| 2005 |
| |||||||||||||||||||||
Marblehead, OH |
| 52,300 |
|
|
| 374 |
| 1,843 |
| 214 |
| 373 |
| 1,783 |
| 2,156 |
| 455 |
| 2005 |
| |||||||||||||||||||||
Middleburg Heights, OH |
| 92,725 |
|
|
| 63 |
| 704 |
| 2,124 |
| 332 |
| 2,241 |
| 2,573 |
| 933 |
| 1980 |
| |||||||||||||||||||||
North Olmsted I, OH |
| 48,665 |
|
|
| 63 |
| 704 |
| 1,298 |
| 214 |
| 1,565 |
| 1,779 |
| 734 |
| 1979 |
| |||||||||||||||||||||
North Olmsted II, OH |
| 47,850 |
|
|
| 290 |
| 1,129 |
| 1,103 |
| 469 |
| 1,969 |
| 2,438 |
| 1,246 |
| 1988 |
| |||||||||||||||||||||
North Randall, OH |
| 80,229 |
|
|
| 515 |
| 2,323 |
| 2,928 |
| 898 |
| 4,103 |
| 5,001 |
| 1,577 |
| 1998 |
| |||||||||||||||||||||
Reynoldsburg, OH |
| 66,895 |
|
|
| 1,290 |
| 3,295 |
| 214 |
| 1,295 |
| 3,055 |
| 4,350 |
| 656 |
| 2006 |
| |||||||||||||||||||||
Strongsville, OH |
| 43,507 |
|
|
| 570 |
| 3,486 |
| 303 |
| 570 |
| 2,956 |
| 3,526 |
| 494 |
| 2007 |
| |||||||||||||||||||||
Warrensville Heights, OH |
| 90,281 |
|
|
| 525 |
| 766 |
| 2,863 |
| 935 |
| 2,977 |
| 3,912 |
| 1,131 |
| 1996 |
| |||||||||||||||||||||
Westlake, OH |
| 62,750 |
|
|
| 509 |
| 2,508 |
| 184 |
| 508 |
| 2,304 |
| 2,812 |
| 581 |
| 2005 |
| |||||||||||||||||||||
Conshohocken, PA |
| 81,435 |
|
|
| 1,726 |
| 8,508 |
| 7 |
| 1,726 |
| 8,515 |
| 10,241 |
| 68 |
| 2012 |
| |||||||||||||||||||||
Exton, PA |
| 57,650 |
|
|
| 541 |
| 2,668 |
| 1 |
| 541 |
| 2,669 |
| 3,210 |
| 7 |
| 2012 |
| |||||||||||||||||||||
Langhorne, PA |
| 65,150 |
|
|
| 1,019 |
| 5,023 |
| 1 |
| 1,019 |
| 5,024 |
| 6,043 |
| 40 |
| 2012 |
| |||||||||||||||||||||
Levittown, PA |
| 76,180 |
| (F) |
| 926 |
| 5,296 |
| (107 | ) | 926 |
| 5,189 |
| 6,115 |
| 1,294 |
| 2001 |
|
| 76,180 |
|
|
| 926 |
| 5,296 |
| 1,124 |
| 926 |
| 5,407 |
| 6,333 |
| 1,787 |
| 2001 |
|
Montgomeryville, PA |
| 84,145 |
|
|
| 975 |
| 4,809 |
| 10 |
| 975 |
| 4,818 |
| 5,793 |
| 38 |
| 2012 |
| |||||||||||||||||||||
Norristown, PA |
| 52,031 |
|
|
| 777 |
| 3,709 |
| 441 |
| 777 |
| 4,254 |
| 5,031 |
| 108 |
| 2011 |
| |||||||||||||||||||||
Philadelphia, PA |
| 97,689 |
| (D) |
| 1,461 |
| 8,334 |
| (1,487 | ) | 1,461 |
| 6,847 |
| 8,308 |
| 1,455 |
| 2001 |
|
| 97,289 |
|
|
| 1,461 |
| 8,334 |
| 1,639 |
| 1,461 |
| 6,794 |
| 8,255 |
| 2,346 |
| 2001 |
|
Alcoa, TN |
| 42,325 |
| (J) |
| 254 |
| 2,113 |
| 117 |
| 254 |
| 2,229 |
| 2,484 |
| 546 |
| 2005 |
|
| 42,350 |
| (C) |
| 254 |
| 2,113 |
| 111 |
| 254 |
| 1,891 |
| 2,145 |
| 451 |
| 2005 |
|
Antioch, TN |
| 76,160 |
| (T) |
| 588 |
| 4,906 |
| 239 |
| 588 |
| 5,145 |
| 5,733 |
| 1,143 |
| 2005 |
|
| 76,160 |
|
|
| 588 |
| 4,906 |
| 240 |
| 588 |
| 4,379 |
| 4,967 |
| 984 |
| 2005 |
|
Cordova I, TN |
| 54,225 |
| (G) |
| 296 |
| 2,482 |
| 159 |
| 297 |
| 2,641 |
| 2,937 |
| 664 |
| 2005 |
|
| 54,125 |
|
|
| 296 |
| 2,482 |
| 235 |
| 297 |
| 2,307 |
| 2,604 |
| 546 |
| 2005 |
|
Cordova II, TN |
| 67,750 |
| 2,581 |
| 429 |
| 3,580 |
| 250 |
| 429 |
| 3,830 |
| 4,259 |
| 774 |
| 2005 |
|
| 67,700 |
|
|
| 429 |
| 3,580 |
| 284 |
| 429 |
| 3,323 |
| 3,752 |
| 717 |
| 2006 |
|
Knoxville I, TN |
| 29,337 |
| (R) |
| 99 |
| 1,113 |
| 199 |
| 102 |
| 1,309 |
| 1,411 |
| 467 |
| 1997 |
|
| 29,337 |
|
|
| 99 |
| 1,113 |
| 250 |
| 102 |
| 1,146 |
| 1,248 |
| 518 |
| 1997 |
|
Knoxville II, TN |
| 38,000 |
| (R) |
| 117 |
| 1,308 |
| 273 |
| 129 |
| 1,570 |
| 1,698 |
| 533 |
| 1997 |
|
| 37,900 |
|
|
| 117 |
| 1,308 |
| 321 |
| 129 |
| 1,418 |
| 1,547 |
| 596 |
| 1997 |
|
Knoxville III, TN |
| 45,736 |
| (T) |
| 182 |
| 2,053 |
| 672 |
| 331 |
| 2,576 |
| 2,907 |
| 805 |
| 1998 |
|
| 45,736 |
|
|
| 182 |
| 2,053 |
| 829 |
| 331 |
| 2,619 |
| 2,950 |
| 983 |
| 1998 |
|
Knoxville IV, TN |
| 58,752 |
| (T) |
| 158 |
| 1,771 |
| 701 |
| 310 |
| 2,320 |
| 2,630 |
| 691 |
| 1998 |
| |||||||||||||||||||||
Knoxville V, TN |
| 42,790 |
| (R) |
| 134 |
| 1,493 |
| 399 |
| 235 |
| 1,791 |
| 2,026 |
| 666 |
| 1998 |
|
| 42,790 |
|
|
| 134 |
| 1,493 |
| 450 |
| 235 |
| 1,762 |
| 1,997 |
| 839 |
| 1998 |
|
Knoxville VI, TN |
| 63,440 |
| (J) |
| 439 |
| 3,653 |
| 154 |
| 440 |
| 3,806 |
| 4,246 |
| 929 |
| 2005 |
|
| 63,440 |
| (C) |
| 439 |
| 3,653 |
| 100 |
| 440 |
| 3,213 |
| 3,653 |
| 769 |
| 2005 |
|
Knoxville VII, TN |
| 55,094 |
| (J) |
| 312 |
| 2,594 |
| 199 |
| 312 |
| 2,792 |
| 3,105 |
| 681 |
| 2005 |
|
| 55,594 |
| (C) |
| 312 |
| 2,594 |
| 155 |
| 312 |
| 2,340 |
| 2,652 |
| 561 |
| 2005 |
|
Knoxville VIII, TN |
| 95,868 |
| (J) |
| 585 |
| 4,869 |
| 200 |
| 586 |
| 5,067 |
| 5,654 |
| 1,234 |
| 2005 |
|
| 95,868 |
| (C) |
| 585 |
| 4,869 |
| 256 |
| 586 |
| 4,378 |
| 4,964 |
| 1,039 |
| 2005 |
|
Memphis I, TN |
| 90,700 |
| (E) |
| 677 |
| 3,880 |
| 449 |
| 677 |
| 4,329 |
| 5,006 |
| 964 |
| 2001 |
|
| 92,320 |
|
|
| 677 |
| 3,880 |
| 1,397 |
| 677 |
| 4,264 |
| 4,941 |
| 1,299 |
| 2001 |
|
Memphis II, TN |
| 71,885 |
| (Q) |
| 395 |
| 2,276 |
| (179 | ) | 395 |
| 2,097 |
| 2,492 |
| 483 |
| 2001 |
|
| 71,710 |
|
|
| 395 |
| 2,276 |
| 463 |
| 395 |
| 2,061 |
| 2,456 |
| 654 |
| 2001 |
|
Memphis III, TN |
| 40,807 |
| (G) |
| 212 |
| 1,779 |
| 198 |
| 213 |
| 1,976 |
| 2,189 |
| 499 |
| 2005 |
|
| 40,507 |
|
|
| 212 |
| 1,779 |
| 189 |
| 213 |
| 1,640 |
| 1,853 |
| 396 |
| 2005 |
|
Memphis IV, TN |
| 38,750 |
| (G) |
| 160 |
| 1,342 |
| 195 |
| 160 |
| 1,537 |
| 1,697 |
| 389 |
| 2005 |
|
| 38,678 |
|
|
| 160 |
| 1,342 |
| 222 |
| 160 |
| 1,279 |
| 1,439 |
| 309 |
| 2005 |
|
Memphis V, TN |
| 60,120 |
| (G) |
| 209 |
| 1,753 |
| 468 |
| 210 |
| 2,220 |
| 2,430 |
| 521 |
| 2005 |
|
| 60,120 |
|
|
| 209 |
| 1,753 |
| 591 |
| 210 |
| 1,970 |
| 2,180 |
| 472 |
| 2005 |
|
Memphis VI, TN |
| 108,771 |
| (Q) |
| 462 |
| 3,851 |
| 281 |
| 462 |
| 4,133 |
| 4,594 |
| 842 |
| 2006 |
|
| 108,996 |
|
|
| 462 |
| 3,851 |
| 304 |
| 462 |
| 3,561 |
| 4,023 |
| 778 |
| 2006 |
|
Memphis VII, TN |
| 115,303 |
| (T) |
| 215 |
| 1,792 |
| 460 |
| 215 |
| 2,252 |
| 2,467 |
| 453 |
| 2006 |
|
| 96,163 |
|
|
| 215 |
| 1,792 |
| 506 |
| 215 |
| 1,682 |
| 1,897 |
| 446 |
| 2006 |
|
Memphis VIII, TN |
| 96,060 |
| (T) |
| 355 |
| 2,959 |
| 321 |
| 355 |
| 3,280 |
| 3,635 |
| 673 |
| 2006 |
|
| 96,060 |
|
|
| 355 |
| 2,959 |
| 308 |
| 355 |
| 2,768 |
| 3,123 |
| 597 |
| 2006 |
|
Nashville I, TN |
| 103,430 |
|
|
| 405 |
| 3,379 |
| 432 |
| 405 |
| 3,811 |
| 4,216 |
| 836 |
| 2005 |
|
| 103,910 |
|
|
| 405 |
| 3,379 |
| 423 |
| 405 |
| 3,230 |
| 3,635 |
| 742 |
| 2005 |
|
Nashville II, TN |
| 83,484 |
|
|
| 593 |
| 4,950 |
| 215 |
| 593 |
| 5,165 |
| 5,758 |
| 1,146 |
| 2005 |
|
| 83,484 |
|
|
| 593 |
| 4,950 |
| 172 |
| 593 |
| 4,413 |
| 5,006 |
| 1,014 |
| 2005 |
|
Nashville III, TN |
| 101,475 |
|
|
| 416 |
| 3,469 |
| 287 |
| 416 |
| 3,756 |
| 4,172 |
| 816 |
| 2006 |
|
| 101,575 |
|
|
| 416 |
| 3,469 |
| 141 |
| 416 |
| 3,263 |
| 3,679 |
| 721 |
| 2006 |
|
Nashville IV, TN |
| 102,425 |
| 5,527 |
| 992 |
| 8,274 |
| 228 |
| 992 |
| 8,502 |
| 9,494 |
| 1,855 |
| 2006 |
|
| 102,450 |
|
|
| 992 |
| 8,274 |
| 316 |
| 992 |
| 7,350 |
| 8,342 |
| 1,627 |
| 2006 |
|
Allen, TX |
| 62,490 |
| 3,725 |
| 714 |
| 3,519 |
| 1 |
| 714 |
| 3,520 |
| 4,234 |
| 47 |
| 2012 |
| |||||||||||||||||||||
Austin I, TX |
| 59,595 |
|
|
| 2,239 |
| 2,038 |
| 186 |
| 2,410 |
| 2,052 |
| 4,462 |
| 521 |
| 2005 |
|
| 59,520 |
|
|
| 2,239 |
| 2,038 |
| 132 |
| 2,410 |
| 1,839 |
| 4,249 |
| 420 |
| 2005 |
|
Austin II, TX |
| 65,401 |
| (O) |
| 734 |
| 3,894 |
| 157 |
| 738 |
| 4,046 |
| 4,784 |
| 786 |
| 2006 |
|
| 65,241 |
| (D) |
| 734 |
| 3,894 |
| 210 |
| 738 |
| 3,543 |
| 4,281 |
| 742 |
| 2006 |
|
Austin III, TX |
| 70,610 |
|
|
| 1,030 |
| 5,468 |
| 164 |
| 1,035 |
| 5,626 |
| 6,661 |
| 990 |
| 2006 |
|
| 70,560 |
|
|
| 1,030 |
| 5,468 |
| 137 |
| 1,035 |
| 4,905 |
| 5,940 |
| 977 |
| 2006 |
|
Baytown, TX |
| 38,950 |
| (T) |
| 946 |
| 863 |
| 74 |
| 948 |
| 936 |
| 1,884 |
| 236 |
| 2005 |
|
| 38,950 |
|
|
| 946 |
| 863 |
| 282 |
| 948 |
| 913 |
| 1,861 |
| 200 |
| 2005 |
|
Bryan, TX |
| 60,450 |
| (T) |
| 1,394 |
| 1,268 |
| 112 |
| 1,396 |
| 1,378 |
| 2,774 |
| 343 |
| 2005 |
|
| 60,450 |
|
|
| 1,394 |
| 1,268 |
| 125 |
| 1,396 |
| 1,172 |
| 2,568 |
| 276 |
| 2005 |
|
Carrollton, TX |
| 77,420 |
|
|
| 661 |
| 3,261 |
| 1 |
| 661 |
| 3,262 |
| 3,923 |
| — |
| 2012 |
| |||||||||||||||||||||
College Station, TX |
| 26,550 |
| (H) |
| 812 |
| 740 |
| 84 |
| 813 |
| 823 |
| 1,636 |
| 206 |
| 2005 |
|
| 26,559 |
| (B) |
| 812 |
| 740 |
| 109 |
| 813 |
| 700 |
| 1,513 |
| 154 |
| 2005 |
|
Cypress, TX |
| 58,141 |
|
|
| 360 |
| 1,773 |
| 2 |
| 360 |
| 1,776 |
| 2,136 |
| 23 |
| 2012 |
| |||||||||||||||||||||
Dallas, TX |
| 58,582 |
| (K) |
| 2,475 |
| 2,253 |
| 224 |
| 2,475 |
| 2,476 |
| 4,951 |
| 584 |
| 2005 |
|
| 59,324 |
|
|
| 2,475 |
| 2,253 |
| 318 |
| 2,475 |
| 2,124 |
| 4,599 |
| 464 |
| 2005 |
|
Denton, TX |
| 60,836 |
| 1,988 |
| 553 |
| 2,936 |
| 131 |
| 569 |
| 3,051 |
| 3,620 |
| 537 |
| 2006 |
|
| 60,836 |
| 1,862 |
| 553 |
| 2,936 |
| 184 |
| 569 |
| 2,644 |
| 3,213 |
| 511 |
| 2006 |
|
El Paso I, TX |
| 59,652 |
| (C) |
| 1,983 |
| 1,805 |
| 180 |
| 1,984 |
| 1,984 |
| 3,968 |
| 488 |
| 2005 |
|
| 59,952 |
| (A) |
| 1,983 |
| 1,805 |
| 219 |
| 1,984 |
| 1,695 |
| 3,679 |
| 391 |
| 2005 |
|
El Paso II, TX |
| 48,704 |
| (C) |
| 1,319 |
| 1,201 |
| 148 |
| 1,320 |
| 1,349 |
| 2,669 |
| 322 |
| 2005 |
|
| 48,704 |
| (A) |
| 1,319 |
| 1,201 |
| 158 |
| 1,320 |
| 1,141 |
| 2,461 |
| 266 |
| 2005 |
|
El Paso III, TX |
| 71,276 |
| (C) |
| 2,408 |
| 2,192 |
| 149 |
| 2,409 |
| 2,340 |
| 4,749 |
| 565 |
| 2005 |
|
| 71,252 |
| (A) |
| 2,408 |
| 2,192 |
| 152 |
| 2,409 |
| 2,012 |
| 4,421 |
| 472 |
| 2005 |
|
El Paso IV, TX |
| 67,058 |
| (C) |
| 2,073 |
| 1,888 |
| (37 | ) | 2,074 |
| 1,850 |
| 3,925 |
| 464 |
| 2005 |
|
| 67,058 |
| (A) |
| 2,073 |
| 1,888 |
| 12 |
| 2,074 |
| 1,587 |
| 3,661 |
| 437 |
| 2005 |
|
El Paso V, TX |
| 62,300 |
| (B) |
| 1,758 |
| 1,617 |
| 114 |
| 1,761 |
| 1,728 |
| 3,489 |
| 417 |
| 2005 |
|
| 62,290 |
|
|
| 1,758 |
| 1,617 |
| 126 |
| 1,761 |
| 1,483 |
| 3,244 |
| 347 |
| 2005 |
|
El Paso VI, TX |
| 36,620 |
| (B) |
| 660 |
| 607 |
| 94 |
| 662 |
| 700 |
| 1,361 |
| 175 |
| 2005 |
|
| 36,620 |
|
|
| 660 |
| 607 |
| 143 |
| 662 |
| 616 |
| 1,278 |
| 141 |
| 2005 |
|
El Paso VII, TX |
| 34,545 |
| (B) |
| 563 |
| 517 |
| 71 |
| 565 |
| 587 |
| 1,152 |
| 146 |
| 2005 |
|
| 34,545 |
|
|
| 563 |
| 517 |
| 124 |
| 565 |
| 531 |
| 1,096 |
| 4 |
| 2005 |
|
Fort Worth I, TX |
| 49,778 |
| (K) |
| 1,253 |
| 1,141 |
| 124 |
| 1,253 |
| 1,265 |
| 2,518 |
| 298 |
| 2005 |
|
| 50,621 |
|
|
| 1,253 |
| 1,141 |
| 128 |
| 1,253 |
| 1,035 |
| 2,288 |
| 235 |
| 2005 |
|
Fort Worth II, TX |
| 72,925 |
| (K) |
| 868 |
| 4,607 |
| 161 |
| 874 |
| 4,761 |
| 5,636 |
| 919 |
| 2006 |
|
| 72,900 |
|
|
| 868 |
| 4,607 |
| 263 |
| 874 |
| 4,203 |
| 5,077 |
| 867 |
| 2006 |
|
Frisco I, TX |
| 50,854 |
| (A) |
| 1,093 |
| 3,148 |
| 75 |
| 1,093 |
| 3,223 |
| 4,315 |
| 780 |
| 2005 |
|
| 50,854 |
|
|
| 1,093 |
| 3,148 |
| 84 |
| 1,093 |
| 2,793 |
| 3,886 |
| 635 |
| 2005 |
|
Frisco II, TX |
| 71,239 |
| 3,281 |
| 1,564 |
| 4,507 |
| 111 |
| 1,564 |
| 4,618 |
| 6,183 |
| 1,118 |
| 2005 |
|
| 70,999 |
| 3,001 |
| 1,564 |
| 4,507 |
| 86 |
| 1,564 |
| 3,982 |
| 5,546 |
| 912 |
| 2005 |
|
Frisco III, TX |
| 75,215 |
| (K) |
| 1,147 |
| 6,088 |
| 139 |
| 1,154 |
| 6,221 |
| 7,374 |
| 1,202 |
| 2006 |
|
| 74,815 |
|
|
| 1,147 |
| 6,088 |
| 228 |
| 1,154 |
| 5,511 |
| 6,665 |
| 1,137 |
| 2006 |
|
Frisco IV, TX |
| 74,835 |
|
|
| 719 |
| 4,072 |
| 104 |
| 719 |
| 3,618 |
| 4,337 |
| 254 |
| 2010 |
| |||||||||||||||||||||
Garland I, TX |
| 70,100 |
| 3,163 |
| 751 |
| 3,984 |
| 350 |
| 767 |
| 4,318 |
| 5,085 |
| 742 |
| 2006 |
|
| 70,100 |
| 2,962 |
| 751 |
| 3,984 |
| 377 |
| 767 |
| 3,774 |
| 4,541 |
| 760 |
| 2006 |
|
Garland II, TX |
| 68,425 |
| (K) |
| 862 |
| 4,578 |
| 117 |
| 862 |
| 4,695 |
| 5,557 |
| 767 |
| 2006 |
|
| 68,425 |
|
|
| 862 |
| 4,578 |
| 195 |
| 862 |
| 4,176 |
| 5,038 |
| 778 |
| 2006 |
|
Greenville I, TX |
| 59,385 |
| (T) |
| 1,848 |
| 1,682 |
| 66 |
| 1,848 |
| 1,748 |
| 3,596 |
| 416 |
| 2005 |
|
| 59,385 |
|
|
| 1,848 |
| 1,682 |
| 90 |
| 1,848 |
| 1,484 |
| 3,332 |
| 333 |
| 2005 |
|
Greenville II, TX |
| 44,900 |
| (T) |
| 1,337 |
| 1,217 |
| 69 |
| 1,337 |
| 1,286 |
| 2,622 |
| 304 |
| 2005 |
|
| 44,900 |
|
|
| 1,337 |
| 1,217 |
| 84 |
| 1,337 |
| 1,080 |
| 2,417 |
| 243 |
| 2005 |
|
Houston I, TX |
| 100,820 |
| (T) |
| 1,420 |
| 1,296 |
| 139 |
| 1,422 |
| 1,433 |
| 2,855 |
| 353 |
| 2005 |
|
| 100,730 |
|
|
| 1,420 |
| 1,296 |
| 266 |
| 1,422 |
| 1,319 |
| 2,741 |
| 300 |
| 2005 |
|
Houston II, TX |
| 71,300 |
| (T) |
| 1,510 |
| 1,377 |
| (11 | ) | 1,512 |
| 1,364 |
| 2,876 |
| 365 |
| 2005 |
|
| 71,300 |
|
|
| 1,510 |
| 1,377 |
| 51 |
| 1,512 |
| 1,159 |
| 2,671 |
| 305 |
| 2005 |
|
Houston III, TX |
| 61,145 |
| 516 |
| 575 |
| 524 |
| 189 |
| 576 |
| 712 |
| 1,288 |
| 171 |
| 2005 |
|
| 60,820 |
| 461 |
| 575 |
| 524 |
| 270 |
| 576 |
| 682 |
| 1,258 |
| 160 |
| 2005 |
|
Houston IV, TX |
| 43,775 |
| (H) |
| 960 |
| 875 |
| 96 |
| 961 |
| 970 |
| 1,931 |
| 235 |
| 2005 |
|
| 43,975 |
| (B) |
| 960 |
| 875 |
| 205 |
| 961 |
| 886 |
| 1,847 |
| 201 |
| 2005 |
|
Houston V, TX |
| 126,080 |
| 4,246 |
| 1,153 |
| 6,122 |
| 315 |
| 1,156 |
| 6,434 |
| 7,590 |
| 1,094 |
| 2006 |
| |||||||||||||||||||||
Keller, TX |
| 61,885 |
| 2,486 |
| 890 |
| 4,727 |
| 98 |
| 890 |
| 4,825 |
| 5,715 |
| 946 |
| 2006 |
| |||||||||||||||||||||
La Porte, TX |
| 45,050 |
| (T) |
| 842 |
| 761 |
| 295 |
| 843 |
| 1,055 |
| 1,898 |
| 248 |
| 2005 |
| |||||||||||||||||||||
Lewisville, TX |
| 58,140 |
| 1,808 |
| 476 |
| 2,525 |
| 270 |
| 492 |
| 2,779 |
| 3,271 |
| 488 |
| 2006 |
| |||||||||||||||||||||
Mansfield, TX |
| 63,075 |
| (K) |
| 837 |
| 4,443 |
| 87 |
| 843 |
| 4,523 |
| 5,367 |
| 878 |
| 2006 |
| |||||||||||||||||||||
McKinney I, TX |
| 46,940 |
| 1,307 |
| 1,632 |
| 1,486 |
| 79 |
| 1,634 |
| 1,563 |
| 3,197 |
| 363 |
| 2005 |
| |||||||||||||||||||||
McKinney II, TX |
| 70,050 |
| 4,166 |
| 855 |
| 5,076 |
| 88 |
| 857 |
| 5,162 |
| 6,019 |
| 1,015 |
| 2006 |
| |||||||||||||||||||||
North Richland Hills, TX |
| 57,175 |
| (K) |
| 2,252 |
| 2,049 |
| 143 |
| 2,252 |
| 2,192 |
| 4,444 |
| 518 |
| 2005 |
| |||||||||||||||||||||
Roanoke, TX |
| 59,300 |
| (K) |
| 1,337 |
| 1,217 |
| 99 |
| 1,337 |
| 1,316 |
| 2,653 |
| 315 |
| 2005 |
| |||||||||||||||||||||
San Antonio I, TX |
| 73,530 |
| (T) |
| 2,895 |
| 2,635 |
| 147 |
| 2,895 |
| 2,782 |
| 5,677 |
| 630 |
| 2005 |
| |||||||||||||||||||||
San Antonio II, TX |
| 73,280 |
| (T) |
| 1,047 |
| 5,558 |
| 83 |
| 1,052 |
| 5,636 |
| 6,688 |
| 924 |
| 2006 |
| |||||||||||||||||||||
San Antonio III, TX |
| 71,775 |
| (T) |
| 996 |
| 5,286 |
| 41 |
| 996 |
| 5,327 |
| 6,322 |
| 800 |
| 2007 |
| |||||||||||||||||||||
Sherman I, TX |
| 54,975 |
| 1,520 |
| 1,904 |
| 1,733 |
| 75 |
| 1,906 |
| 1,806 |
| 3,712 |
| 421 |
| 2005 |
| |||||||||||||||||||||
Sherman II, TX |
| 48,425 |
| 1,812 |
| 1,337 |
| 1,217 |
| 110 |
| 1,337 |
| 1,327 |
| 2,664 |
| 310 |
| 2005 |
| |||||||||||||||||||||
Spring, TX |
| 72,751 |
| (T) |
| 580 |
| 3,081 |
| 87 |
| 580 |
| 3,168 |
| 3,749 |
| 621 |
| 2006 |
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Carrying Amount |
|
|
|
|
| ||||||||||
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2009 |
|
|
|
|
|
|
|
|
|
| Initial Cost |
|
|
| at December 31, 2012 |
|
|
|
|
| ||||||||||||
Description |
| Square Footage |
| Encumbrances |
| Land |
| Building |
| Costs |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired / |
|
| Square Footage |
| Encumbrances |
| Land |
| Building and |
| Costs Subsequent to |
| Land |
| Building and |
| Total |
| Accumulated |
| Year Acquired |
|
Houston V, TX |
| 126,180 |
| 3,846 |
| 1,153 |
| 6,122 |
| 474 |
| 1,156 |
| 5,735 |
| 6,891 |
| 1,085 |
| 2006 |
| |||||||||||||||||||||
Houston VI, TX |
| 54,680 |
|
|
| 575 |
| 524 |
| 5,690 |
| 983 |
| 4,893 |
| 5,876 |
| 246 |
| 2011 |
| |||||||||||||||||||||
Houston VII, TX |
| 54,882 |
|
|
| 1,294 |
| 6,377 |
| 1 |
| 1,294 |
| 6,379 |
| 7,673 |
| 84 |
| 2012 |
| |||||||||||||||||||||
Houston VIII, TX |
| 53,630 |
|
|
| 296 |
| 1,459 |
| 3 |
| 296 |
| 1,461 |
| 1,757 |
| 19 |
| 2012 |
| |||||||||||||||||||||
Keller, TX |
| 61,885 |
| 2,276 |
| 890 |
| 4,727 |
| 111 |
| 890 |
| 4,253 |
| 5,143 |
| 888 |
| 2006 |
| |||||||||||||||||||||
La Porte, TX |
| 44,850 |
|
|
| 842 |
| 761 |
| 391 |
| 843 |
| 867 |
| 1,710 |
| 197 |
| 2005 |
| |||||||||||||||||||||
Lewisville, TX |
| 58,140 |
| 1,692 |
| 476 |
| 2,525 |
| 284 |
| 492 |
| 2,395 |
| 2,887 |
| 466 |
| 2006 |
| |||||||||||||||||||||
Mansfield I, TX |
| 63,075 |
|
|
| 837 |
| 4,443 |
| 115 |
| 843 |
| 3,981 |
| 4,824 |
| 826 |
| 2006 |
| |||||||||||||||||||||
Mansfield II, TX |
| 58,400 |
|
|
| 662 |
| 3,261 |
| 5 |
| 662 |
| 3,266 |
| 3,928 |
| 61 |
| 2012 |
| |||||||||||||||||||||
McKinney I, TX |
| 47,020 |
|
|
| 1,632 |
| 1,486 |
| 122 |
| 1,634 |
| 1,370 |
| 3,004 |
| 306 |
| 2005 |
| |||||||||||||||||||||
McKinney II, TX |
| 70,050 |
| 3,928 |
| 855 |
| 5,076 |
| 139 |
| 857 |
| 4,591 |
| 5,448 |
| 951 |
| 2006 |
| |||||||||||||||||||||
North Richland Hills, TX |
| 57,200 |
|
|
| 2,252 |
| 2,049 |
| 113 |
| 2,252 |
| 1,798 |
| 4,050 |
| 405 |
| 2005 |
| |||||||||||||||||||||
Pearland, TX |
| 72,249 |
|
|
| 450 |
| 2,216 |
| 1 |
| 450 |
| 2,218 |
| 2,668 |
| 29 |
| 2012 |
| |||||||||||||||||||||
Roanoke, TX |
| 59,500 |
|
|
| 1,337 |
| 1,217 |
| 101 |
| 1,337 |
| 1,119 |
| 2,456 |
| 246 |
| 2005 |
| |||||||||||||||||||||
San Antonio I, TX |
| 73,305 |
|
|
| 2,895 |
| 2,635 |
| 248 |
| 2,895 |
| 2,352 |
| 5,247 |
| 515 |
| 2005 |
| |||||||||||||||||||||
San Antonio II, TX |
| 73,230 |
|
|
| 1,047 |
| 5,558 |
| 122 |
| 1,052 |
| 4,986 |
| 6,038 |
| 940 |
| 2006 |
| |||||||||||||||||||||
San Antonio III, TX |
| 71,775 |
|
|
| 996 |
| 5,286 |
| 213 |
| 996 |
| 4,778 |
| 5,774 |
| 865 |
| 2007 |
| |||||||||||||||||||||
Sherman I, TX |
| 54,975 |
|
|
| 1,904 |
| 1,733 |
| 99 |
| 1,906 |
| 1,541 |
| 3,447 |
| 343 |
| 2005 |
| |||||||||||||||||||||
Sherman II, TX |
| 48,425 |
| — |
| 1,337 |
| 1,217 |
| 131 |
| 1,337 |
| 1,114 |
| 2,451 |
| 245 |
| 2005 |
| |||||||||||||||||||||
Spring, TX |
| 72,751 |
|
|
| 580 |
| 3,081 |
| 102 |
| 580 |
| 2,735 |
| 3,315 |
| 574 |
| 2006 |
| |||||||||||||||||||||
Murray I, UT |
| 60,180 |
| (C) |
| 3,847 |
| 1,017 |
| 222 |
| 3,848 |
| 1,237 |
| 5,085 |
| 301 |
| 2005 |
|
| 60,280 |
| (A) |
| 3,847 |
| 1,017 |
| 366 |
| 3,848 |
| 1,169 |
| 5,017 |
| 275 |
| 2005 |
|
Murray II, UT |
| 71,222 |
| (C) |
| 2,147 |
| 567 |
| 300 |
| 2,148 |
| 866 |
| 3,014 |
| 113 |
| 2005 |
|
| 71,221 |
| (A) |
| 2,147 |
| 567 |
| 349 |
| 2,148 |
| 757 |
| 2,905 |
| 225 |
| 2005 |
|
Salt Lake City I, UT |
| 56,446 |
| (C) |
| 2,695 |
| 712 |
| 194 |
| 2,696 |
| 905 |
| 3,601 |
| 230 |
| 2005 |
|
| 56,446 |
| (A) |
| 2,695 |
| 712 |
| 303 |
| 2,696 |
| 838 |
| 3,534 |
| 201 |
| 2005 |
|
Salt Lake City II, UT |
| 53,676 |
| (C) |
| 2,074 |
| 548 |
| 174 |
| 2,075 |
| 721 |
| 2,796 |
| 183 |
| 2005 |
|
| 51,676 |
| (A) |
| 2,074 |
| 548 |
| 347 |
| 1,931 |
| 730 |
| 2,661 |
| 162 |
| 2005 |
|
Alexandria, VA |
| 114,650 |
| 9,603 |
| 2,812 |
| 13,865 |
| 12 |
| 2,812 |
| 13,877 |
| 16,689 |
| 184 |
| 2012 |
| |||||||||||||||||||||
Burke Lake, VA |
| 90,927 |
| 7,325 |
| 2,093 |
| 10,940 |
| 1,016 |
| 2,093 |
| 10,360 |
| 12,453 |
| 630 |
| 2011 |
| |||||||||||||||||||||
Fairfax, VA |
| 73,650 |
|
|
| 2,276 |
| 11,220 |
| 9 |
| 2,276 |
| 11,229 |
| 13,505 |
| 89 |
| 2012 |
| |||||||||||||||||||||
Fredericksburg I, VA |
| 69,475 |
| (P) |
| 1,680 |
| 4,840 |
| 252 |
| 1,680 |
| 5,092 |
| 6,772 |
| 1,044 |
| 2005 |
|
| 69,475 |
| (E) |
| 1,680 |
| 4,840 |
| 256 |
| 1,680 |
| 4,423 |
| 6,103 |
| 918 |
| 2005 |
|
Fredericksburg II, VA |
| 61,207 |
| (P) |
| 1,757 |
| 5,062 |
| 313 |
| 1,758 |
| 5,374 |
| 7,132 |
| 1,092 |
| 2005 |
|
| 61,207 |
| (E) |
| 1,757 |
| 5,062 |
| 289 |
| 1,758 |
| 4,659 |
| 6,417 |
| 980 |
| 2005 |
|
Leesburg, VA |
| 85,503 |
| 4,721 |
| 1,746 |
| 9,894 |
| 50 |
| 1,746 |
| 8,656 |
| 10,402 |
| 297 |
| 2011 |
| |||||||||||||||||||||
McLearen, VA |
| 69,240 |
|
|
| 1,482 |
| 8,400 |
| 109 |
| 1,482 |
| 7,354 |
| 8,836 |
| 467 |
| 2010 |
| |||||||||||||||||||||
Mannasas, VA |
| 73,045 |
|
|
| 860 |
| 4,872 |
| 51 |
| 860 |
| 4,260 |
| 5,120 |
| 293 |
| 2010 |
| |||||||||||||||||||||
Vienna, VA |
| 54,318 |
|
|
| 2,300 |
| 11,340 |
| 6 |
| 2,302 |
| 11,347 |
| 13,649 |
| 90 |
| 2012 |
| |||||||||||||||||||||
Milwaukee, WI |
| 58,515 |
| (T) |
| 375 |
| 4,333 |
| 131 |
| 375 |
| 4,464 |
| 4,839 |
| 1,188 |
| 2004 |
|
| 58,500 |
|
|
| 375 |
| 4,333 |
| 205 |
| 374 |
| 3,918 |
| 4,292 |
| 956 |
| 2004 |
|
Corporate Office |
|
|
|
|
|
|
|
|
| 1,651 |
| — |
| 1,651 |
| 1,651 |
| 737 |
|
|
| |||||||||||||||||||||
USIFB |
|
|
|
|
|
|
| 7,057 |
| 791 |
| — |
| 7,848 |
| 7,848 |
| 307 |
|
|
|
|
|
|
|
|
|
|
|
| 12,117 |
| — |
| 12,117 |
| 12,117 |
| 1,247 |
|
|
|
Corporate Office |
|
|
|
|
|
|
|
|
|
|
|
|
| 11,015 |
| 11,015 |
| 3,748 |
|
|
| |||||||||||||||||||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 575 |
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,485,304 |
|
|
| 440,812 |
| 1,846,769 |
| 219,849 |
| 462,626 |
| 1,828,388 |
| 2,291,014 |
| 328,933 |
|
|
|
|
| 23,748,702 |
|
|
| 343,312 |
| 1,251,704 |
| 169,351 |
| 369,842 |
| 1,404,700 |
| 1,774,542 |
| 344,009 |
|
|
|
(A) This facility is part of Yasky Loan portfolio, with a balance of $80,000 as of December 31, 2009.
(B) This facility is part of the YSI 25 Loan portfolio, with a balance of $7,975 as of December 31, 2009.
(C) This facility is part of the YSI 20 Loan portfolio, with a balance of $64,258$58,524 as of December 31, 2009.2012.
(D) This facility is part of the YSI 2 Loan portfolio, with a balance of $83,480 as of December 31, 2009.
(E) This facility is part of the YSI 6 Loan portfolio, with a balance of $77,370 as of December 31, 2009.
(F) This facility is part of the YSI 1 Loan portfolio, with a balance of $83,342 as of December 31, 2009. This property became unencumbered on February 11, 2010 when the YSI 1 loan was repaid.
(G) This facility is part of the YSI 26 Loan portfolio, with a balance of $9,475 as of December 31, 2009.
(H)(B) This facility is part of the YSI 28 Loan portfolio, with a balance of $1,598$1,460 as of December 31, 2009.2012.
(J)(C) This facility is part of the YSI 30 Loan portfolio, with a balance of $7,567$6,765 as of December 31, 2009.2012.
(K)(D) This facility is part of the YSI 3433 Loan protfolio,portfolio, with a balance of $14,955$10,930 as of December 31, 20092012.
(L)(E) This facility is part of the YSI 35 Loan portfolio, with a balance of $4,373 as of December 31, 2012.
(F) Depreciation on the buildings and improvements is recorded on a straight-line basis over their estimated useful lives, which range from five to 39 years.
(M) This facility is part of the YSI 31 Loan portfolio, with a balance of $13,891 as of
The aggregate cost for Federal income tax purposes was approximately $2.3 billion and $2.0 billion at December 31, 2009.
(N) This facility is part of the YSI 32 Loan portfolio, with a balance of $6,160 as of December 31, 2009.
(O) This facility is part of the YSI 33 Loan portfolio, with a balance of $11,570 as of December 31, 2009.
(P) This facility is part of the YSI 35 Loan portfolio, with a balance of $4,499 as of December 31, 2009.
(Q) This facility is part of the YSI 41 Loan portfolio, with a balance of $3,976 as of December 31, 2009.
(R) This facility is part of the YSI 38 Loan portfolio, with a balance of $4,078 as of December 31, 2009.
(S) This facility is part of the YSI 48 Loan portfolio, with a balance of $25,652 as of December 31, 2009.
(T) This facility is part of the USILP secured credit facility portfolio, with a balance of $200,000 as of December 31, 2009.2012 and 2011, respectively.
Activity in real estate facilities during 2009, 2008,2012, 2011, and 20072010 was as follows (in thousands):
|
| 2009 |
| 2008 |
| 2007 |
|
| 2012 |
| 2011 |
| 2010 |
| ||||||
Storage facilities |
|
|
|
|
|
|
| |||||||||||||
Storage facilities* |
|
|
|
|
|
|
| |||||||||||||
Balance at beginning of year |
| $ | 1,888,123 |
| $ | 1,916,396 |
| $ | 1,771,864 |
|
| $ | 2,107,469 |
| $ | 1,743,021 |
| $ | 1,774,542 |
|
Acquisitions & improvements |
| 13,345 |
| 30,295 |
| 160,256 |
|
| 335,644 |
| 460,357 |
| 96,612 |
| ||||||
Fully depreciated assets |
| (40,859 | ) | — |
| — |
|
| (25,415 | ) | (43,770 | ) | (79,211 | ) | ||||||
Real estate venture |
| 93,679 |
| — |
| — |
| |||||||||||||
Dispositions and other |
| (89,668 | ) | (59,168 | ) | (21,206 | ) |
| (71,265 | ) | (56,458 | ) | (49,865 | ) | ||||||
Contstruction in progress |
| 3,601 |
| 600 |
| 5,482 |
| |||||||||||||
Construction in progress |
| 2,910 |
| 4,319 |
| 943 |
| |||||||||||||
Balance at end of year |
| $ | 1,774,542 |
| $ | 1,888,123 |
| $ | 1,916,396 |
|
| $ | 2,443,022 |
| $ | 2,107,469 |
| $ | 1,743,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accumulated depreciation |
|
|
|
|
|
|
| |||||||||||||
Accumulated depreciation* |
|
|
|
|
|
|
| |||||||||||||
Balance at beginning of year |
| $ | 328,165 |
| $ | 269,278 |
| $ | 205,049 |
|
| $ | 318,749 |
| $ | 314,530 |
| $ | 344,009 |
|
Depreciation expense |
| 73,569 |
| 77,580 |
| 68,355 |
|
| 79,955 |
| 58,560 |
| 64,387 |
| ||||||
Fully depreciated assets |
| (40,859 | ) | — |
| — |
|
| (25,415 | ) | (43,770 | ) | (79,211 | ) | ||||||
Dispositions and other |
| (16,866 | ) | (18,693 | ) | (4,126 | ) |
| (19,974 | ) | (10,571 | ) | (14,655 | ) | ||||||
Balance at end of year |
| $ | 344,009 |
| $ | 328,165 |
| $ | 269,278 |
|
| $ | 353,315 |
| $ | 318,749 |
| $ | 314,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net Storage facility assets |
| $ | 1,430,533 |
| $ | 1,559,958 |
| $ | 1,647,118 |
|
| $ | 2,089,707 |
| $ | 1,788,720 |
| $ | 1,428,491 |
|
The unaudited aggregate costs of* These amounts include equipment that is housed at the Company’s storage facility assets for U.S. federal income tax purposes as of December 31, 2009 was approximately $1,346 million.facilities.